UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2004.2005.

¨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.

(Exact name of registrant as specified in its charter)


Maryland 26-0081711

(State or other jurisdiction of


Incorporation or organization)

 

(IRS employer


identification number)

2730 Sand Hill Road,560 Mission Street, Suite 2802900
San Francisco, CA

Menlo Park, CA

 9402594105
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (650) 233-3600(415) 738-6500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


  

Name of each exchange on which registered


Common Stock,stock, $0.01 par value

  New York Stock Exchange

Series A Cumulative Redeemable Preferred Stock,cumulative redeemable preferred stock, $0.01 par value

  New York Stock Exchange

Series B cumulative redeemable preferred stock, $0.01 par value

New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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.    Yes  x    No  ¨

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large-accelerated filer  ¨                 Accelerated filer  x                Non-accelerated filer  ¨

Indicate by check mark whether the registrant is an accelerated filera shell company (as defined in Rule 12b-2 of the Exchange Act)Act.).    Yes  ¨    No  x

The registrant completed its initial public offering on November 3, 2004. Consequently, the registrant is unable to determine the aggregate market value of its common stock asAs of June 30, 2004, which would have been the last business day of the registrant’s most recently completed second fiscal quarter. As of March 15, 2005, the aggregate market value of voting and non-votingthe registrant’s common stock held by non-affiliates of the registrant was approximately $303.5 million.$372.3 million based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class


  

Outstanding at March 15, 20053, 2006


Common Stock, $.01 par value per share

  21,421,30027,363,408

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement with respect to its May 6, 20052006 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III hereof.

 



DIGITAL REALTY TRUST, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 20042005

TABLE OF CONTENTS

 

    PAGE NO.

PART I.

  

ITEM 1.

 

Business

 1

ITEM 2.1A.

Risk factors

 7

ITEM 1B.

PropertiesUnresolved staff comments

 23

ITEM 3.2.

Properties

 Legal Proceedings2723

ITEM 3.

Legal Proceedings

30

ITEM 4.

 

Submission of Matters to a Vote of Security Holders

 2730

PART II.

  

ITEM 5.

 

Market for Registrant’s Common Equity and Related Stockholder Matters

 2831

ITEM 6.

 

Selected Financial Data

 3031

ITEM 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 3233

ITEM 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 4551

ITEM 8.

 

Financial Statements and Supplementary Data

 4752

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 7589

ITEM 9A.

 

Controls and Procedures

 7589

ITEM 9B.

 

Other Information

 7589

PART III.

  

ITEM 10.

 

Directors and Executive Officers of the Registrant

 7690

ITEM 11.

 

Executive Compensation

 7690

ITEM 12.

 

Security Ownership of Certain Beneficial Owners and Management

 7690

ITEM 13.

 

Certain Relationships and Related Transactions

 7690

ITEM 14.

 

Principal Accountant Fees and Services

 7690

PART IVIV.

  

ITEM 15.

 

Exhibits and Financial Statement Schedules

 7791


PART 1

 

ITEM 1.BUSINESS

General

As used herein, the terms “we,” “our,” “us”“us,” “the company” and “our company” refer to Digital Realty Trust, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Digital Realty Trust, L.P., a Maryland limited partnership of which we are the sole general partner and which we refer to as our operating partnership. We own, acquire, reposition and manage technology-related real estate. We target high quality,high-quality, strategically located properties containing applications and operations critical to the day-to-day operations of technology industry tenants.tenants and corporate data center users, including the information technology, or IT, departments of Fortune 1000 and financial services companies. Our tenant base is diversified within the technology industry and reflects a broad spectrum of regional, national and international tenants that are leaders in their respective areas. We operate as a real estate investment trust, or REIT, for federal income tax purposes.

As ofThrough our operating partnership, at December 31, 2004,2005 we owned 2443 properties. Our properties through our operating partnership. These properties are primarily located throughout the U.S., with one property locatedthree properties in London, England, andEurope. Our properties contain a total of approximately 5.78.1 million net rentable square feet.feet, excluding approximately 1.1 million square feet held for redevelopment. Our operations and acquisition activities are focused on a limited number of markets where technology industry tenants and corporate enterprise data center and technology tenantsusers are concentrated, including the Atlanta, Boston, Chicago, Dallas, Denver, London, Los Angeles, Miami, New York, Phoenix, Sacramento,Philadelphia, San Francisco and Silicon Valley metropolitan areas. As of December 31, 2004,2005, our portfolio, excluding space held for redevelopment, was approximately 88.4%93.9% leased at an average annualized rent per leased square foot of $19.93.$20.51. The property types of properties within our focus include:

 

telecommunications infrastructure properties,Internet gateways, which serve as hubs for Internet and data communications within and between major metropolitan areas;

Data centers, which provide secure, continuously available environments for the infrastructure required by companies in the data, voicestorage and wireless communications industries;

information technology, or IT, infrastructure properties, which provide the physical environment requiredprocessing of critical electronic information. Data centers are used for disaster recovery purposes, transaction processing and to house the IT outsourcing and colocation;operations of companies;

 

technologyTechnology manufacturing properties, which contain highly specialized manufacturing environments for such purposes as disk drive manufacturing, semiconductor manufacturing and specialty pharmaceutical manufacturing; and

 

regionalRegional or national headquartersoffices of technology companies that are located in our target markets.

ManyMost of our properties have extensive tenant improvements that have been installed at our tenants’ expense. Unlike traditional office and flex/research and development space, the location of and improvements to our facilities are generally essential to our tenants’ businesses, which we believe results in high occupancy levels, long lease terms and low tenant turnover. The tenant-installed improvements in our facilities are readily adaptable for use by similar tenants.

We also have approximately 1.1 million square feet available for redevelopment at December 31, 2005.

Our portfolio consists primarily ofincludes 21 properties contributed to us by Global Innovation Partners, LLC, or GI Partners, in connection with our initial public offering in November 2004. GI Partners is a private equity fund that was formed to pursue investment opportunities that intersect the real estate and technology industries. GI Partners was formed in February 2001 after a competitive six-month selection process conducted by the California Public EmployeeEmployees’ Retirement System, or CalPERS, the largest U.S. pension fund. Upon GI Partners’ selection, CalPERS provided a $500.0 million equity commitment to GI Partners to invest in technology-related real estate and technology operating businesses. In addition, CB Richard Ellis Investors, a subsidiary of CB Richard Ellis, or CBRE, the largest global real estate services firm, and members of GI Partners’ management, provided a commitment of $26.3 million.

Our senior management team, including our Executive Chairman, collectively has an average of over 23 years of experience in the technology or real estate industries, including experience as investors in, advisors to and founders of technology companies.

Our principal executive offices are located at 2730 Sand Hill Road,560 Mission Street, Suite 280, Menlo Park,2900, San Francisco, California 94025.94105. Our telephone number at that location is (650) 233-3600.(415) 738-6500. Our website is located at

www.digitalrealtytrust.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 on Form 10-K or any other report or document we file with or furnish to the United States Securities and Exchange Commission.

In the final quarter of 2005 we renamed our properties based on the address of each building. This table shows the names of buildings at December 31, 2005 and the names of those buildings in previous filings.

 

Former name used in prior filings

New name

100 Technology Center Drive

100 Technology Center Drive

1100 Space Park Drive

1100 Space Park Drive

200 Paul Avenue

200 Paul Avenue 1-4

36 Northeast Second Street

36 NE 2nd Street

833 Chestnut Street

833 Chestnut Street

AboveNet Data Center

150 South First Street

Ameriquest

8534 Concord Center Drive

Amsterdam Data Center

Paul van Vlissingenstraat 16

Ardenwood Corporate Park

34551 Ardenwood Boulevard 1-4

ASM Lithography Training Facility

2010 East Centennial Circle

AT&T Web Hosting Facility

375 Riverside Parkway

Brea Data Center

3300 East Birch Street

Burbank Data Center

3015 Winona Avenue

Camperdown House

6 Braham Street

Carrier Center

600 West Seventh Street

Charlotte 1

731 East Trade Street

Charlotte 2

113 North Myers

Charlotte 3

125 North Myers

Comverse Technology Building

100 & 200 Quannapowitt Parkway

eBay Data Center

3065 Gold Camp Drive

Granite Tower

4055 Valley View Lane

Hudson Corporate Center

300 Boulevard East

Lakeside Technology Center

350 East Cermak Road

MAPP Building

1125 Energy Park Drive

Maxtor Manufacturing Facility

47700 Kato Road & 1055 Page Avenue

NTT/Verio Premier Data Center

2334 Lundy Place

Printers’ Square

600-780 S. Federal

Savvis Data Center 1

2045 & 2055 LaFayette Street

Savvis Data Center 2

2401 Walsh Street

Savvis Data Center 3

200 North Nash Street

Savvis Data Center 4

2403 Walsh Street

Savvis Data Center 5

4700 Old Ironsides Drive

Savvis Office Building

4650 Old Ironsides Drive

Siemens Building

4849 Alpha Road

Stanford Place II

7979 East Tufts Avenue

Univision Tower

2323 Bryan Street

VarTec Building

2440 Marsh Lane

Webb at LBJ

11830 Webb Chapel Road

Recent Developments

On December 22, 2005 we acquired 3 Corporate Place, a property located in the New York metropolitan area for approximately $14.7 million.

EffectiveOn December 8, 2005 we acquired 7500 & 7520 Metro Center Drive, a property located in Austin, Texas for approximately $13.5 million.

On November 26, 2004,29, 2005 we entered intoacquired 251 Exchange Place, a property located in Northern Virginia for approximately $12.9 million.

On November 10, 2005 we prepaid the outstanding balance of $25.6 million on our 600 West Seventh Street property mortgage. No prepayment fees were incurred as a result of this prepayment.

On November 9, 2005, we prepaid the outstanding balance of $22.0 million for the mezzanine loan on our 34551 Ardenwood Boulevard 1-4, 2334 Lundy Place and 2440 Marsh Lane properties. No prepayment fees were incurred as a result of this prepayment.

On November 1, 2005 we purchased Chemin de l’Epinglier 2, a data center in Geneva, Switzerland for approximately €10.1 million (approximately $12.2 million based on the exchange rate on November 1, 2005).

On October 4, 2005 we purchased 115 Second Avenue, a property in the Boston metropolitan area for approximately $14.3 million.

On October 4, 2005 we refinanced the mortgage related to our 200 Paul Avenue 1-4 property which resulted in a new loan for $81.0 million at an interest rate of 5.74% which matures on October 8, 2015. Also in October 2005, we terminated the interest rate swap agreements with Keybank National Associationrelated to this loan and Bank of America for approximately $140.3 million of our variable rate debt, of which $140.2 million was outstanding as of December 31, 2004. As a result, approximately 77.3% of our total indebtedness was subject to fixed interest rates as of December 31, 2004.

On December 21,2004, we purchased the Burbank Data Center, an 82,911 square foot, two-story data center and telecommunications property located in Burbank, California, for $16.6 million. The property was built in 1991 and features approximately 26,000 usable square feet of raised floor space. The property is 100% leased to Qwest Communications International, Inc. through 2011 at an annualized rentreceived cash of approximately $1.4 million or $17.06 per leased square foot. There are two five-year renewal options. Other than normal recurring capital expenditures, we have no plans with respect to renovation, improvement or redevelopment of the Burbank Data Center.

$0.4 million.

Subsequent Events

On January 14, 2005,February 27, 2006, we paid a partial fourth quarter dividend on our common stock and common units fordeclared the partial year beginning with our initial public offering on November 3, 2004 and ending on December 31, 2004 of $0.156318following distributions per common share and common unit. The dividend isthe Operating Partnership made an equivalent to an annual rate of $0.975distribution per common share and common unit.

 

Share class

 Series A
Preferred Stock
 Series B
Preferred Stock
 Common stock

Dividend and distribution amount

 $0.53125 $0.49219 $0.265

Dividend and distribution payable date

 March 31, 2006 March 31, 2006 March 31, 2006

Dividend payable to shareholders of record on

 March 15, 2006 March 15, 2006 March 15, 2006

Annual equivalent rate of dividend and distribution

 $2.125 $1.96875 $1.06

As of December 31, 2004,On February 14, 2006 we ownedsigned an agreement to acquire a 75% tenancy-in-common interest in eBay Data Center, a 62,957 square foot data center located in Rancho Cordova, California. On January 21, 2005, we purchased the remaining 25% interest in this property for $4.1 million.

On January 24, 2005 we settled the foreign currency forward contract that we assumed from GI Partners related to the Camperdown House property located in the United KingdomToronto, Canada for a payment of approximately $2.5$16.0 million. On the same date we entered into a new foreign currency forward contract to hedge the foreign currency risk related to owning a property in the United Kingdom. On February 4, 2005 GI Partners reimbursed us for $1.9 million of such settlement since it was determined that the negative value associated with the forward contract was not otherwise factored into the determination of the number of units that were granted to GI Partners in exchange for its interests in Camperdown House.

On February 9, 2005, we completed the offering of 4.14 million shares of our 8.5% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) for total net proceeds, after underwriting discounts and estimated expenses, of $99.3 million, including the proceeds from the exercise of the underwriters’ over-allotment option. We used the net proceeds from this offering to reduce borrowings under our unsecured credit facility, acquire two properties in March 2005 and for investment and general corporate purposes.

On February 14, 2005,2006 we declared a dividend on our series A preferred stock of $0.30694 per share for the period from February 9, 2005 through March 31, 2005, payable on March 31, 2005 to holders of record on March 15, 2005. The dividend is equivalent tosigned an annual rate of $2.125 per preferred share. On February 14, 2005, we also declared a dividend on our common stock and common units of $0.24375 per share, payable on March 31, 2005 to holders of record on March 15, 2005. The dividend is equivalent to an annual rate of $0.975 per common share and common unit.

On March 14, 2005, we purchased 833 Chestnut Street, a 15-story, 654,758 square foot building, including 107,563 square feet of vacant space in shell condition available for development, located in downtown

Philadelphia, Pennsylvania, for approximately $59.0 million. The property, originally constructed in 1927, was completely redeveloped in 2000. The renovation included extensive electrical and ventilation systems to accommodate data center users. The property is served by several major telecommunications networks, which makes it an attractive location for potential data center users. As of March 15, 2005, the property was 75.6% leased, including space available for development to 20 tenants, at an annualized rent of approximately $6.6 million or $13.97 per leased square foot. Excluding space available for development, the building was 90.5% occupied as of March 15, 2005.

On March 14, 2005, we entered into a purchase and sale agreement to acquire Printers’ Square, located in Chicago, Illinois. Printers’ Square is a five building complex comprising a total of approximately 161,550 net rentable square feet of commercial space. We expect the purchase price will be approximately $37.5 million. We made a deposit of $500,000 for the Printers’ Square property. The deposit is fully refundable if we terminate the purchase and sale agreement for any reason before April 25, 2005, the end of the due diligence period.

On March 15, 2005, we entered into a purchase and sale agreement to acquire Lakeside Technology Center located in Chicago, Illinois. Lakeside Technology Center is an 8-story re-developed historic building comprising a total of approximately 1,095,540 square feet, including approximately 820,540 net rentable square feet and approximately 275,000 square feet of space in shell condition held for redevelopment. We expect the purchase price will be approximately $142.6 million, which includes amounts payable to the seller in connection with its ongoing efforts to obtain a change in the real estate tax classification of the property. The seller can earn an additional contingent amount of up to $20.0 million by obtaining a change in the real estate tax classification prior to December 31, 2006. We made a deposit of $500,000 for the Lakeside Technology Center property. If we terminate the purchase and sale agreement before the end of the due diligence period for any reason other than a material default by the seller, the seller will be entitled to receive $250,000 of the deposit.

On March 17, 2005, we purchased MAPP Building, an 88,134 square foot property located in Minneapolis/St. Paul, Minnesota,Atlanta, Georgia for approximately $15.6 million. The property was built in 1947 and was fully re-developed in 1999 for the current tenant operations. MAPP Building contains a data center facility consisting of approximately 20,000 square feet of raised floor data center space. As of December 31, 2004, the property was 100% leased to the Midwest Independent Transmission System Operator, Inc., or MISO, through December 2013 at an annualized rent of approximately $1.3 million, or $15.20 per leased square foot. There is one five-year renewal option. Other than normal recurring capital expenditures, we have no plans with respect to renovation, improvement or redevelopment of the MAPP building.

In March 2005, we entered into an agreement to sublease approximately 9,674 square feet of office space at 560 Mission Street, San Francisco for a seven-year term. We will move our principal offices to this space on approximately June 1, 2005. The annual rent will be approximately $0.4$25.3 million.

On February 6, 2006 we purchased a property in Dublin, Ireland for €5.2 million ($6.3 million based on the rate of exchange on February 6, 2006) including $0.4 million in Stamp Duty Tax. We also paid an additional $0.8 million in Value Added Tax which we expect to recover in the first quarter of 2006.

On January 6, 2006 we acquired 4025 Midway Road in Carrollton, Texas, a suburb of Dallas for approximately $16.2 million.

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 Portfolio.High-Quality Portfolio that is Difficult to Replicate. Our portfolio contains state-of-the-art facilities with extensive tenant improvements. Based on current market rents and the estimated replacement costs to construct suchof our properties and their improvements, we believe that they could not be replicated today on a cost-competitive basis. 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 tenants’ costs and operational risks and increases the attractiveness of our buildings.

Presence in Key Markets.As of December 31, 2004, our Our portfolio was primarilyis located in 11 major20 metropolitan areas, in the United States, including the Boston, Chicago, Dallas, Los Angeles, New York, Philadelphia, San Francisco and Silicon Valley metropolitan areas, and one property was located in the United Kingdom, and wasis diversified so that no one market represented more than 28.2%25% of the aggregate annualized rent of our portfolio.portfolio as of December 31, 2005.

Long-Term Leases.We have long-term leases with stable cash flows. As of December 31, 2004,2005, our average lease term was in excess of 12.5 years, with an average of 7.47.3 years remaining.remaining, excluding renewal options. Through 2007,2008, leases representing only 7.3%8.4% of our net rentable square feet excluding space held for development, or 7.1%8.2% of our aggregate annualized rent, as of December 31, 2004, are scheduled to expire. Through 2005,Moreover, through 2006, leases representing only 1.2%2.9% of our net rentable square feet as of December 31, 2004excluding space held for development are scheduled to expire.

 

Specialized Focus in Dynamic and Growing Industry.We focus solely on technology-related real estate because we believe that the growth inof the technology industry, particularly Internet and data communications and corporate enterprise data center usage and the technology industryuse, will be superior to that of the overall economy. We believe that our specialized understanding of both real estate and technology gives us a significant competitive advantage over less specialized investors. We use our in-depth knowledge of the technology industry, particularly Internet and data communications and corporate data center and technology industriesuse, to identify strategically located properties, market our properties to tenants with specific technology needs, evaluate tenants’ creditworthiness and business models and assess the long-term value of in-place technical improvements.

 

Proven Acquisition Capability.Between January Since 2002, and December 2004, we together with GI Partners, our predecessor have acquired 2443 technology-related real estate properties with 5.7(including 20 properties, which contain over 2.8 million net rentable square feet.feet, excluding 0.8 million square feet held for redevelopment, since our initial public offering in November 2004), for an aggregate of 8.1 million net rentable square feet, excluding approximately 1.1 million square feet held for redevelopment. Our acquisition capability is driven by our broad network of contacts within a highly fragmented universe of sellers and brokers of technology-related real estate.estate enables us to capitalize on acquisition opportunities. We have developed detailed, standardized procedures for evaluating acquisitions to ensure that they meet our financial, technical and other criteria, which allows us to efficiently evaluate investment opportunities efficiently and, as appropriate, commit and close quickly. MoreWe acquired more than half of our acquisitions were acquiredproperties before they were broadly marketed by real estate brokers. We intend to continue to acquire additional technology-related real estate as a key component of our growth strategy.

 

Experienced and Committed Management Team.Our senior management team, including our Executive Chairman, has an average of over 2322 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. OurAt December 31, 2005, our senior management team collectively ownsowned a common equity interest in our company of approximately 3.3% on a fully diluted basis,2.7%, which aligns management’s interests with those of our stockholders.

 

Unique Sourcing Relationships.Proven ability to sign new leases. We have considerable experience in identifying and leasing to new tenants. The memberscombination of GI Partners holdour specialized data center leasing team, external resources and customer referrals provided a substantial indirect investmentrobust funnel of new tenants in our company, and, accordingly,2005. During the year ended December 31, 2005 we anticipate that they will continueleased approximately 108,000 square feet to play an active rolenew tenants which resulted in our future success. We expect that CalPERS will provide us with introductions to potential sourcesannualized rent on a straight line basis of acquisitions and access to its technology industry experts and will be a potential source of co-investment capital. In addition, we expect that CBRE and other brokers will assist us with obtaining property deal flow that has not been widely marketed, and GI Partners’ private equity investment professionals will provide additional technology industry expertise and access to proprietary deal flow.$5.7 million.

Business and Growth Strategies

Our primary business objectives are to maximize sustainable long-term growth in earnings, funds from operations and cash flow per share and to maximize returns to our stockholders. Our business strategies to achieve these objectives are:

 

Capitalize on Acquisition Opportunities.We believe that acquisitions enable us to increase cash flow and create long-term stockholder value. Our relationships with corporate enterprise information technology groups, technology tenants and real estate brokers who are dedicated to serving these tenants provide us with ongoing access to potential acquisitions and often enable us to avoid competitive bidding situations. Furthermore, technology-related real estate is specialized, which makes it more difficult for traditional real estate investors to understand and fosters reduced competition for acquisitions relative to other property types. We believe this dynamic creates an opportunity for us to obtain better risk-adjusted returns on our capital.

groups, technology tenants and real estate brokers who are dedicated to serving these tenants provide us with ongoing access to potential acquisitions and often enable us to avoid competitive bidding. Furthermore, the specialized nature of technology-related real estate makes it more difficult for traditional real estate investors to understand, which fosters reduced competition for acquisitions relative to other property types. We believe this dynamic creates an opportunity for us to obtain better risk-adjusted returns on our capital.

Maximize the Cash Flow of our Properties.We aggressively manage and lease our assets to increase their cash flow. We often acquire properties with substantial in-place cash flow and some vacancy, which enables us to create upside through lease-up. Our portfolio, excluding space held for redevelopment, was approximately 88.4%93.9% leased as of December 31, 2004,2005, leaving approximately 653,0000.5 million square feet of net rentable space available for lease-up.lease-up and approximately 1.1 million square feet held for redevelopment. Moreover, many of our properties contain extensive in-place infrastructure or buildout which may result in higher rents when leased to tenants seeking these improvements. We have also implemented cost control measuresour costs by negotiating expense pass-through provisions in tenant leases for operating expenses and certain capital expenditures.Leasesexpenditures. Leases covering more than 95% of the leased net rentable square feet in our portfolio as of December 31, 20042005 required tenants to pay all or a portion of increases in operating expenses, including real estate taxes, insurance, common area charges and other expenses.expenses. Since our initial public offering in November 2004, we have executed leases for 181,000 square feet of technical space at an average annualized rent of $55.54 per square foot and 311,000 square feet of nontechnical space at an average annualized rent of $20.04 per square foot, in each case including lease renewals and expansions commencing in 2004 through 2009.

 

ConvertDevelop and obtain optimal returns on our space held for redevelopment. At December 31, 2005 we had approximately 1.1 million square feet held for redevelopment. We intend to redevelop this space for lease when justified by anticipated returns. The rate of return on our initial capital investment will be subject to many factors and we currently expect to obtain a 10% annual return on our investment.

Subdivide Improved Space for Turn-Key Data Center Use. Turn-Key Data Center space is move-in-ready space for the placement of computer and network equipment required to Colocation Use.provide a data center environment. We own approximately 197,310264,000 net rentable square feet of data center space with extensive installed tenantdata center improvements that is currently, or will shortly be, available for lease.lease, or has already been leased. We had leased approximately 123,000 square feet of this space at December 31, 2005. Rather than leasing suchall of this space to large single tenants, we have converted and intend to continue to convert these spaces toare subdividing some of it for multi-tenant colocationturn-key data center use, with tenants averaging between 100 and 1,00015,000 square feet of net rentable space. Multi-tenant colocation is a cost-effective solutionturn-key data centers are effective solutions for tenants who cannot affordlack the expertise or do not requirecapital budget to provide their own extensive data center infrastructure and security. Because we can provide such features,As experts in data center construction and operations, we are able to lease space to these smaller footprint tenants at a significant premium toover other uses.

 

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 real estate needs. Our leasing and sales professionals are real estate and technology industry specialists who can develop complex facility solutions for the most demanding corporate enterprise data center users and other technology tenants.

 

Use Capital Efficiently.We have sold and will continueintend to occasionally sell our assets held for investment opportunistically. We believe that we can increase stockholder returns by effectively redeploying asset sales proceeds into new acquisitioninvestment opportunities. Recently, data centers have been particularly attractive candidates for sale to owner/users, as the cost of acquisition is usually substantially lower than the cost to construct a new facility. We will occasionally seek such opportunities to realize profitsgains from these investment assets and re-investreinvest our capital.

Competition

We compete with numerous regional developers, owners and operators of office and commercial real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.

In addition, developers and operators may compete with us for acquisitions.

Regulation

General

Office properties in our submarkets 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, 20042005 has the necessary permits and approvals to operate its business.

Americans With Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990, or 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 that property 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. Previous owners used some of our properties for industrial and retail purposes, so those properties may contain some level of environmental 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.

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.

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. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental laws and regulations and to indemnify us for any related liabilities.

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. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.

Insurance

We carry comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket policy. 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 losses such as loss from riots, 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. 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, 20042005 we had 2353 employees. None of these employees is represented by a labor union.

We have entered into an arrangement with a professional employer organization (PEO) pursuant to which the PEO provides personnel management services to us. The services are provided through a co-employment relationship between us and the PEO, under which all of our employees are treated as employed by both the PEO and us. The services and benefits provided by the PEO includeincluded payroll services, workers’ compensation insurance and certain employee benefits plan coverage. Our agreement with the PEO iswas terminable by either party upon 30 days’ prior written notice.

We terminated this agreement on January 1, 2006.

Offices

Our headquarters is located in Menlo Park, California. Based on the anticipated growth of our company, we intend to relocate our corporate headquarters to a larger facility in the near future. In addition, we may addSan Francisco. We have regional offices depending upon our future operational needs.in Boston, Chicago, Dallas, Los Angeles and New York.

 

Risk Factors

ITEM 1A.RISK FACTORS

For purposes of this section, the term “stockholders” means the holders of shares of our common stock and of our series A preferred stock. Set forth below are the risks that we believe are material to our stockholders. 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 our stockholders 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” on page 21.

at the end of Item 1A.

Risks Related to Our Business and Operations

Our properties depend upon the technology industry and the demand for technology-related real estate.

Our portfolio of properties consists primarily of technology-related real estate. A declinedecrease in the technology industrydemand for or the adoption of data center space, for corporate enterprises could lead to a decrease in the demand forInternet gateway facilities or other technology-related real estate which maycould have a greater adverse effect on our business and financial condition than if we owned a portfolio with a more diversified real estate portfolio.tenant base. We are susceptible to adverse developments in the corporate enterprise data center, Internet and data communications and broader technology industries (such as business layoffs or downsizing, industry

slowdowns, relocations of businesses, costs of complying with government regulations or increased regulation and other factors) and the technology-related real estate market (such as oversupply of or reduced demand for space). In addition, the rapid development of new technologies, orthe 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 of athat they default under their leases, or that they become insolvent or file for bankruptcy.

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, 2004,2005, the 15 largest tenants in our property portfolio represented approximately 66.1%61% of the total annualized rent generated by our properties. Our largest tenants by annualized rent are Savvis

Communications and Qwest Communications International, Inc.International. Savvis Communications leased 560,409approximately 1.1 million square feet of net rentable space as of December 31, 2004,2005, representing approximately 12.7%14.7% of the total annualized rent generated by our properties. Qwest Communications International Inc. leased 343,423approximately 655,000 square feet of net rentable space as of December 31, 2004,2005, representing approximately 9.3%11.2% of the total annualized rent generated by our properties. In addition, 1221 of our properties are occupied by single tenants. Our tenants may experience a downturn in their businesses or other factors which may weaken their financial condition and result in their failure to make timely rental payments or their default under their leases. In the event ofIf any tenant default,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.

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. At December 31, 2005 one tenant, VarTec Telecom, Inc. (VarTec) was in bankruptcy. As of December 31, 2004, two tenants,2005, VarTec Telecom, Inc., leasingleased approximately 143,882156,000 square feet of net rentable space across three separate properties and Universal Access Inc., leasingwas current on all of its rental obligations. In January 2006 VarTec notified us of its intention to file a motion to reject its lease of approximately 11,6808,600 square feet of net rentable space, were in bankruptcy. Both tenants are current on their rental obligations. Since we acquired our first building in January 2002, 14 tenants in our buildings leasing approximately 474,000 square feet of net rentable space concluded2323 Bryan Street property. The motion was granted by the bankruptcy proceedings. Of the 14 tenants, eight tenants leasing approximately 370,000 square feet of net rentable space paid rent to uscourt on an uninterrupted basisFebruary 21, 2006 and affirmed their leases. Of the approximately 104,000 square feet of net rentable space thatas such, this lease was rejected and terminated, we had re-leased approximately 21,000 square feet as of December 31, 2004.

effective February 28, 2006. We are currently considering options to pursue appropriate economic relief through the bankruptcy court.

Our revenue and cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, 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.

Our portfolio of properties depends upon local economic conditions and is geographically concentrated in certain locations.

As of December 31, 2004, ourOur properties wereare located only in the Amsterdam, Atlanta, Austin, Boston, Charlotte, Chicago, Dallas, Denver, Geneva, London, Los Angeles, Miami, Minneapolis/St. Paul, Northern Virginia, New York, Philadelphia, Phoenix, Sacramento, San Francisco and Silicon Valley metropolitan areas. We are dependentdepend upon the local economic conditions in these markets, including local real estate conditions. Many of these markets have experienced downturns during thewithin recent recession.years. Our operations may also be affected if too many competing properties are built in any of these markets. If there is a downturn in the economy in any of these markets, our operations and our revenue and cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, could be materially adversely affected. We cannot assure you that these markets will grow or will remain favorable to the technology industry.technology-related real estate.

In addition, our portfolio is geographically concentrated in the Boston, Dallas, Los Angeles, New York, San Francisco and Silicon Valleyfollowing metropolitan markets. These markets represented 9.7%, 19.2%, 10.3%, 6.9%, 10.9%, and 28.2%, respectively, of annualized rent as of December 31, 2004 of the properties in our portfolio. Thus, positive or

Metropolitan Market

Percentage of total
annualized rent at
December 31, 2005

Silicon Valley

24.3%

Chicago

14.9%

Dallas

13.0%

San Francisco

8.3%

Los Angeles

8.1%

Total

68.6%

Any negative changes in real estate, technology or economic conditions in these markets in particular willcould negatively impact our overall performance.

We have owned our properties for a limited time.

As ofWe owned 43 properties at December 31, 2004, we owned 24 properties through our operating partnership.2005. These properties are primarily located throughout the U.S., with one property and three properties are located in London, England, andEurope. The properties contain a total of approximately 5.78.1 million net rentable square feet. As of December 31, 2004,feet, excluding 1.1 million square feet held for redevelopment. All the properties hadhave been under our management for less than threefour years, and 11we have owned 19 of the properties had been owned for less than one year.year at December 31, 2005. The properties may have

characteristics or deficiencies unknown to us that could affect such properties’their valuation or revenue potential. There can be no assuranceWe cannot assure you that the operating performance of the properties will not decline under our management.

We have space available for redevelopment that may be difficult to redevelop or successfully lease to tenants.

We have approximately 1.1 million square feet held for redevelopment at December 31, 2005 including two vacant buildings. Successful redevelopment of this space depends on numerous factors including success in engaging contractors, obtaining legal permits and availability of financing. In addition there can be no assurance that once completed we will be able to successfully lease to new or existing tenants. If we are not able to successfully redevelop this space, if redevelopment costs are higher than we currently estimate, or if we are not able to lease space that has been redeveloped, our revenue and operating results could be adversely effected.

We may have difficulty internalizingmanaging our assetgrowth.

We have significantly expanded the size of our company. For example, during 2005, we acquired 19 properties, including two properties outside the United States, and our number of employees increased from 23 to 53. The growth in our company may significantly strain our management, operational and financial resources and systems. In addition, as a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the NYSE. The requirements of these rules and regulations have increased our accounting, legal and financial compliance costs and may strain our management and accounting functions.

A significant portion offinancial, legal and operational resources and systems. An inability to manage our growth effectively or the assetincreased strain on management and general and administrative functions of our predecessor were performed by GI Partners’ related-party asset manager, an affiliate of CB Richard Ellis Investors. Such affiliate also provided all ofresources and systems could result in deficiencies in our accountingdisclosure controls and procedures or our internal control over financial reporting services. Since the consummationand could adversely affect our results of our initial public offering, we have internalized our asset management function and have begun to internalize our accounting and financial reporting functions so that we can carry out the majority of our general and administrative functions directly. We cannot assure you that we will successfully internalize these functions on the anticipated timetable or without incurring unanticipated costs. We have entered into a transition services agreement with CB Richard Ellis Investors, pursuant to which CB Richard Ellis Investors will provide us with transitional accounting and other services for an interim period that we anticipate will last through the first fiscal reporting period of 2005. We currently retain affiliates of CB Richard Ellis as the property manager for seven of our properties.operations.

We have limited operating history as a REIT and as a public company.

We were formed in March 2004 and have limited operating history as a REIT and as a public company. We cannot assure you that our past experience will be sufficient to successfully operate our company as a REIT or as a public company. Failure to maintain REIT status would have an adverse effect on our cash available for distribution.

distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders.

Tax protection provisions on certain properties could limit our operating flexibility.

We have agreed with the third-party contributors who contributed the direct and indirect interests in the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties to indemnify them against adverse tax consequences if we were to sell, convey, transfer or otherwise dispose of all or any portion of these interests, in a taxable transaction, in these properties. However, we can sell these properties in a taxable transaction if we pay the contributors cash in the amount of their tax liabilities arising from the transaction and tax payments. The 200 Paul Avenue 1-4 and 1100 Space Park Drive properties represented an aggregate of 14.4%10.6% of our portfolio’s annualized rent as of December 31, 2004.2005. These tax protection provisions apply for a period expiring on the earlier of November 3, 2013 and the date on which these contributors (or certain transferees) hold less than 25% of the units issued to them in connection with the contribution of these properties to our operating partnership. Although it may be in our stockholders’ best interest that we sell a property, it may be economically disadvantageous for us to do so because of these obligations. We have also agreed to make up to $20.0 million of debt available for these contributors to guarantee. We agreed to these provisions in order to assist these contributors in preserving their tax position after their contributions.

Potential losses may not be covered by insurance.

We carry comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio under various insurance policies. We select policy specifications and insured limits which we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsured losses such as loss from riots, war or nuclear reaction. Some of our policies, like those covering losses due to floods, are insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses. A substantial portion of the properties we own are located in California, an area especially subject to earthquakes. Together, these properties represented approximately 50.5%42% of our portfolio’s annualized rent as of December 31, 2004.2005. While we carry earthquake insurance on our properties, the amount of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue

earthquake or other insurance 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 generally retain title to such improvements and 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. 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 the tenant’stenants’ 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 tenant.

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 experiences 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.

Payments on our debt reduce cash available for distribution and may expose us to the risk of default under our debt obligations.

Our total consolidated indebtedness as ofat December 31, 20042005 was approximately $519.5$749.1 million, and we may incur significant additional debt to finance future acquisition and development activities. OurWe also have an unsecured revolving credit facility which has a borrowing limit based upon a percentage of the value of theour unsecured properties included in the facility’s borrowing base. We estimate that approximately $53.9At December 31, 2005, $56.5 million of additional borrowingswas available under this facility were available to us as of December 31, 2004. Subsequent to the acquisitions of 833 Chestnut Street and MAPP Building, on March 17, 2005 there was approximately $26.0 million of the credit facility drawn and $71.9 million available for future borrowings.facility. In addition, under our contribution agreement with respect to the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties, we have agreed to make available for guarantee up to $20.0 million of indebtedness and may enter into similar agreements in the future.

Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties, pay the dividends onto our series A preferred stockstockholders or makepay distributions onto our common stockstockholders necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

 

our cash flow may be insufficient to meet our required principal and interest payments;

 

we may be unable to borrow additional funds as needed or on favorable terms;

 

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;

 

because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;

 

we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

 

we may default on our obligations and the 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;

 

we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and

 

our default under any one of our mortgage loans with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock, and our ability to satisfy our debt service obligations could be materially adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code (the Code).

Code.

We may be unable to identify and complete acquisitions and successfully operate acquired properties.

We continually evaluate the market of available properties and may acquire additional technology-related real estate when opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be exposed to the following significant risks:

 

potential inabilitywe may be unable to acquire a desired property 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, competition from other potential acquirersacquirors may significantly increase the purchase price;

even if we enter into agreements for the acquisition of technology-related real estate, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;

 

we may be unable to finance the acquisitionacquisitions on favorable terms or at all;

 

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, integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result 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;

 

market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and

 

we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

As of March 31, 2005, our operating partnership was under contract to acquire two properties: Lakeside Technology Center and Printers’ Square. The purchase of both of these properties is subject to numerous conditions, including the satisfactory conclusion by our operating partnership of its due diligence review of the properties during due diligence periods ending on April 13, 2005 and April 25, 2005, respectively. During the due diligence periods, our operating partnership has the right to terminate the purchase and sale agreements for these properties for any reason or for no reason.

If we cannot finance property acquisitions on favorable terms, or operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock, and ability to satisfy our debt service obligations could be materially adversely affected.

We may be unable to source off-market deal flow in the future.

A key component of our growth strategy is to continue to acquire additional technology-related real estate. To date, more than half 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 face significant competition, which may decrease or prevent increases of the occupancy and rental rates of our properties.

We compete with numerous regional developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock, and ability to satisfy our debt service obligations could be materially adversely affected.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire.

As of December 31, 2004,2005, leases representing 1.2%2.9% of the square footage of the properties in our portfolio, excluding space held for redevelopment were scheduled to expire in 2005,2006, and an additional 11.6%6.1% of the net rentable square footage of the properties in our portfolioexcluding space held for redevelopment was available to be leased. We cannot assure you

that leases will be renewed or that our properties will be re-leased 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 or we do not re-lease a significant portion of our available space and space for which leases are scheduled to expire, our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock, and our ability to satisfy our debt service obligations could be materially adversely affected.

In addition at December 31, 2005 we held approximately 1.1 million square feet held for redevelopment. Successful redevelopment of this space depends on numerous factors including success in engaging contractors, obtaining environmental and legal permits and availability of financing. In addition, there can be no assurance that once we have redeveloped a space we will be able to successfully lease to new or existing tenants. If we are not able to successfully redevelop this space, if redevelopment costs are higher than we currently estimate, or if we are not able to lease space that has been redeveloped, our revenue and operating results could be adversely effected.

Our growth depends on external sources of capital which are outside of our control.

In order to maintain our qualification as a REIT, we are required under the Internal Revenue Code of 1986 as amended (the Code) to annually distribute at least 90% of our net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Any additional debt we incur will increase our leverage. Our access to third-party sources of capital depends, in part, on:

 

general market conditions;

 

the market’s perception of our growth potential;

 

our current debt levels;

 

our current and expected future earnings;

 

our cash flow and cash distributions; and

 

the market price per share of our common stock and series A preferred stock.

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 make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

Our unsecured credit facility restricts our ability to engage in some business activities.

Our unsecured credit facility contains customary negative covenants and other financial and operating covenants that, among other things:

 

restrict our and our subsidiaries’ ability to incur additional indebtedness;

 

restrict our and our subsidiaries’ ability to make certain investments;

 

restrict our and our subsidiaries’ ability to merge with another company;

 

restrict our and our subsidiaries’ ability to create, incur or assume liens;

 

restrict our ability to make distributions to our stockholders;

 

require us to maintain financial coverage ratios; and

 

require us to maintain a pool of unencumbered assets approved by the lenders.

These restrictions could cause us to default on our unsecured credit facility or negatively affect our operations and our ability to makepay dividends to our preferred stockholders or distributions to our common stockholders.

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 may co-invest in the future 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 suchthat event, we would not be 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 circumstances, involve risks not present werewhen 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 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. Such investments may also have the potential risk oflead to impasses, on decisions, suchfor example, as to whether to sell a sale,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 might result in subjectingmay 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. We will seek to maintain sufficient controlEach of such entities to permit them to achievethese factors may result in returns on these investments being less than we expect or in losses and our business objectives.

financial and operating results may be adversely effected.

Our success depends on key personnel whose continued service is not guaranteed.

We depend on the efforts of key personnel, particularly Michael Foust, our Chief Executive Officer, A. William Stein, our Chief Financial Officer and Chief Investment Officer, and Scott Peterson, our Senior Vice President, Acquisitions. Among the reasons that theyAcquisitions and Christopher Crosby, our Senior Vice President, Sales and Technical Services. They are important to our success isfor many reasons, including that each has a national or regional reputation in our industry reputationand 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, existing and prospective tenants and industry personnel could diminish.

suffer. Many of our other senior executives also have strong technology and real estate industry reputations, which aid us in identifyingreputations. As a result, we have greater access to potential acquisitions and leasing and other opportunities, having opportunities broughtand are better able to us, and negotiatingnegotiate with tenants and build-to-suit prospects. While we believe that we could find replacements for alltenants. The loss of any of these key personnel would result in the loss of their servicesthese and other benefits and could materially and adversely affect our operations becauseresults of diminished relationships with lenders, existing and prospective tenants and industry personnel.operations.

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 cap agreements and interest rate swap 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. We have adopted aOur policy relatingis to the use of derivative financial instrumentsderivatives only to hedge interest rate risks related to our borrowings. This policy governs our use of derivative financial instruments to manage the interest rates on our variable rate borrowings. Our policy states that we willborrowings, not use derivatives for speculative or trading purposes, and intend only to enter into contracts only with major financial institutions based on their credit ratingratings and other factors, butfactors. However, we may choose to change these policiesthis policy in the future. We entered intoIncluding loans currently subject to interest rate swap agreements with Keybank National Association and Bank of America for $140.3 million of our variable rate debt with an effective date as of November 26, 2004. As a result,swaps, approximately 77.3%73% of our total indebtedness as of December 31, 20042005 was subject to fixed interest rates. 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.

Our properties may not be suitable for lease to traditional data center or technology office tenants without significant expenditures or renovations.

Because many of our properties contain extensive 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 modification in order for us to re-lease vacant space to another corporate enterprise data center user or technology industry tenant. Generally,In addition, our redevelopment 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 lease 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 effect our financial and operating results.

Ownership of properties located outside of the United States subjects us to foreign currency and other risks which may adversely impact our ability to make distributions.

We own one propertyowned three properties located outside of the U.S. at December 31, 2005 and we have a right of first offer with respect to a secondanother property. In addition, we are currently considering, and will in the future consider, additional international acquisitions.

The ownership of properties located outside of the U.S. subjects us to foreign currency risk from potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. We expect that our principal foreign currency exposuresexposure will be to the Pound Sterling (U.K.). As a result, changesBritish pound and the Euro. Changes in the relation of any such foreign currencythese currencies to U.S. dollars will affect our revenues and operating margins, may materially adversely impact our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock, and ability to satisfy our debt obligations.

obligations and ability to qualify as a REIT.

We intend to attempt to mitigate 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. If we do engage in foreign currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any foreign currency gain recognized with respect to changes in exchange rates) may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT.

Acquisition and ownership of foreign properties involve risks greater than those faced by us in the U.S.

Foreign real estate investments alsogenerally involve certain risks not generally associated with investments in the United States. TheseOur international acquisitions and operations are subject to a number of risks, include unexpected changesincluding:

acquisition risk resulting from our lack of knowledge of local real estate markets, economies and business practices and customs;

our limited knowledge of and relationships with sellers and tenants in these markets;

due diligence, transaction and structuring costs higher than those we may face in the U.S.;

complexity and costs associated with managing international operations;

difficulty in hiring qualified management, sales personnel and service providers in a timely fashion;

multiple, conflicting and changing legal, regulatory, requirements, 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 U.S.;

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; and

political and economic instability in certain geographic locations, potential impositionregions.

Our inability to overcome these risks could adversely affect our foreign operations and could harm our business and results of adverse or confiscatory taxes, possible currency transfer restrictions, expropriation, difficulty in enforcing obligations in other countries and the burden of complying with a wide variety of foreign laws.operations.

Risks Related to the Real Estate Industry

Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

Our ability to pay expected dividends to our preferred stockholders or pay distributions to our common and series A preferred stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, and the value of our properties. These events and conditions include:

 

local oversupply, increased competition or reduction in demand for technology-related space;

 

inability to collect rent from tenants;

 

vacancies or our inability to rent space on favorable terms;

 

inability to finance property development and acquisitions on favorable terms;

 

increased operating costs, including insurance premiums, utilities and real estate taxes;

 

costs of complying with changes in governmental regulations; and

 

the relative illiquidity of real estate investments; andinvestments.

changing submarket demographics.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which would materially adversely affect our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock and ability to satisfy our debt service obligations.

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, our ability promptly to promptly sell one or more properties in our portfolio in response to adverse changes in thetheir performance of such properties may be limited, which may harm our financial condition. The real estate market is affected by many factors that are beyond our control, including:

 

adverse changes in national and local economic and market conditions;

 

changes in interest rates and in the availability, cost and terms of debt financing;

 

changes in governmental laws and regulations, fiscal policies and zoning ordinances and costs of compliance with laws and regulations, fiscal policies and ordinances;

 

the ongoing need for capital improvements, particularly in older structures;

 

changes in operating expenses; and

 

civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.

We could incur significant costs related to government regulation and private litigation over 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 that property

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. Previous owners used some of our properties for industrial and retail purposes, so those properties may contain some level of environmental 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.

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.

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. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental laws and regulations and to indemnify us for any related liabilities.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

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. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However,survey and the assessments may have failedfail to reveal all environmental conditions, liabilities or compliance concerns. MaterialIn addition material environmental conditions, liabilities or compliance concerns may have arisenarise after the review wasthese reviews are completed or may arise in the future; and futurefuture. Future laws, ordinances or regulations may impose additional material additional environmental liability.

We cannot assure you that costs of future environmental compliance will not affect our ability to makepay dividends to our preferred stockholders or pay distributions to youour common stockholders or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

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. Although we believe that as of December 31, 2004 the properties in our portfolio substantially complied with present requirements of the ADA, weWe have not conducted an audit or investigation of all of our properties to determine our compliance.compliance with the ADA. If one or more of the properties in our portfolio isdoes not in compliancecomply 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 amount of the 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, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock and our 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 regulatory requirements,regulations, such as state and local fire and life safety requirements.regulations. If we fail to comply with these various requirements,regulations, we might incur governmentalmay have to pay fines or private damage awards. We believe that as of December 31, 2004 the properties in our portfolio materially complied with all applicable regulatory requirements. However,In addition, we do not know whether existing requirementsregulations will change or whether future requirementsregulations 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, theincluding cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, per share trading price of our common stock or series A preferred stock and our ability to satisfy our debt service obligations.

Risks Related to Our Organizational Structure

Conflicts of interest may exist or could arise in the future with holders of units in our operating partnership.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company and our stockholders under applicable Maryland law in connection with their management of our company. At the same time, we, as general partner, have fiduciary duties under Maryland law to our operating partnership and to the limited partners under Maryland law in connection with the management of our operating partnership. Our duties as general partner to our operating partnership and its partners may come into conflict with the duties of our directors and officers to our company and our stockholders. Under Maryland law, a general partner of a Maryland limited partnership owes its limited partners the duties of good faith, fairness and loyalty, unless the partnership agreement provides otherwise. The partnership agreement of our operating partnership provides that for so long as we own a controlling interest in our operating partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners will be resolved in favor of our stockholders.

Unless the relevant partnership agreement provides otherwise, Maryland law generally requires a general partner of a Maryland limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the duties of good faith, fairness and loyalty.

Additionally, the partnership agreement expressly limits our liability by providing that we and our officers, directors, agents and employees, will not be liable or accountable to our operating partnership for losses sustained, liabilities incurred or benefits not derived if we, or such officer, director, agent or employee acted in good faith. In addition, our operating partnership is required to indemnify us, and our officers, directors, employees, agents and designees to the extent permitted by applicable law from and against any and all claims arising from operations of our operating partnership, unless it is established that (1) the act or omission was committed in bad faith, was fraudulent or was the result of active and deliberate dishonesty, (2) the indemnified party received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful.

The provisions of Maryland law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been resolvedtested 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 theour fiduciary duties that would be in effect were it not for the partnership agreement.

duties.

We are also subject to the following additional conflicts of interest with holders of units in our operating partnership:

We may pursue less vigorous enforcement of terms of contribution and othercertain agreements because of conflicts of interest with GI Partners and certain of our officers. GI Partners, and certain other contributors had ownership interestswhich owned a 40.2% interest in the properties and in the other assets and liabilities contributed to our operating partnership in our formation and have interests inat December 31, 2005, owns the propertiesproperty on which we have rightsa right of first offer. We, under the agreements relating to the contribution of such interests, have contractual rights to indemnification in the event of breaches of representations or warranties made by GI Partners and other contributors. In addition, GI Partners has entered into a non-competition agreement with us pursuant to which it agreed, among other things, not to engagecompete with us in certain business activities in competition with us.activities. Richard Magnuson, the Executive Chairman of our board of directors, is also, and will continue to be, the chief executive officer of the advisor to GI Partners. He as well asand certain

of our other senior executives have entered into employment agreements with us containing non-competition provisions. None of these contribution, option, right of first offer, employment and non-competition agreements was negotiated at arm’s-length. We may choose not to enforce, or to enforce less vigorously, our rights under these contribution, option, right of first offer, employment and non-competition agreements because of our desire to maintain our ongoing relationship with GI Partners and the other individuals involved.

Tax consequences upon sale or refinancing.Sales of properties and repayment of related indebtedness will have different effects onaffect holders of common units in our operating partnership than onand our stockholders.stockholders differently. The parties who contributed the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties to our operating partnership would incur adverse tax consequences upon the sale of these properties and on the repayment of related debt which differ from the tax consequences to us and our stockholders. Consequently, these holders of common units in our operating partnership including John O. Wilson, our Executive Vice President, Technology Infrastructure, may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt. While we have 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 would require the approval of our board of directors. Certain of our directors and executive officers could exercise their influence in a manner inconsistent with the interests of some, or a majority, of our stockholders, including in a manner which could prevent completion of a sale of a property or the repayment of indebtedness.

Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

Our charter and the articles supplementary with respect to the series A preferred stock contain 9.8% ownership limits. Our charter, and the articles supplementary with respect to the series A preferred stock, subject to certain exceptions, authorizeauthorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and limitsto 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 our common stock, 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of ourany series Aof preferred stock and 9.8% of the value of our outstanding capital stock. Our board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limit. Our board of directors granted such an exemption with respect to the ownership of our series A preferred stock to one of the initial investors. However, our 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 our common stock, more than of 9.8% of the outstanding shares of ourany series Aof preferred stock or more than 9.8% of the value of our outstanding capital stock could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our

board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limit may delay, defer or prevent a transaction or a change of control that might be in the best interest of our series Acommon or preferred stockholders.

We could increase the number of authorized shares of stock and issue stock without stockholder approval.Our charter authorizes our board of directors, without stockholder approval, to increase 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 our common stock or preferred stock and, subject to series Athe voting rights of holders of preferred stockholder voting rights,stock, to classify or reclassify any unissued shares of our common stock or preferred stock and to set the preferences, rights and other terms of such classified or unclassifiedreclassified shares. Although our board of directors has no such intention at the present time, it could establish a series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might be in the best interest of our common or preferred stockholders.

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 inhibitingimpeding a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could be in the best interests of our common or preferred stockholders, including:

 

“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) 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 special stockholder voting requirements on these combinations; and

or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) 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 special stockholder voting requirements on these combinations; and

 

“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, 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 “control shares”) have no voting rights except to the extent approved by our 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.

We have opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of our board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in our bylaws. However, our board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

The provisions of our charter on removal of directors and the advance notice provisions of the bylaws could delay, defer or prevent a transaction or a change of control of our company that might be in the best interest of our common or preferred stockholders. Likewise, if our company’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, or if the provision in our 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. Further, our partnership agreement provides that our company may not engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of our assets or any reclassification or any recapitalization or change in outstanding shares of our common stock, unless in connection with such transaction we obtain the consent of the holders of at least 35% of our operating partnership’s common and long-term incentive units (including units held by us), and certain other conditions are met.

Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our board of directors adopted a policy of limiting our indebtedness to 60% of our total market capitalization. Our total market capitalization is defined as the sum of the market value of our outstanding common stock (which may decrease, thereby increasing our debt to total market capitalization ratio), excluding options issued under our incentive award plan, plus the aggregate value of the units not held by us, plus the liquidation preference of outstanding preferred stock, plus the book value of our total consolidated indebtedness. However, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder 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 make distributions.distributions, including cash available to pay dividends to our preferred stockholders or pay distribution to our common stockholders. Higher leverage also increases the risk of default on our obligations.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer hasour directors and officers have no liability in that capacitytheir capacities as directors or officers if he or she performs his or herthey perform their duties in good faith, in a manner he or shethey reasonably believesbelieve to be in our 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, our charter limits the liability of our directors and officers to us and our 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, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law.law and we have entered in indemnification agreements with our officers and directors. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from suchthat director or officer will be limited.

Risks Related to Our Status as a REIT

Failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

We believe we have operated and intend to continue operating in a manner that we believe will allow us to qualify as a REIT for federal income tax purposes under the Code. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this report are not binding on the IRS or any court.REIT. If we lose our REIT status, we will face serious tax consequences that would substantially reduce our cash available for distribution, including cash available to pay dividends to our preferred stockholders or pay distributions to our common stockholders, for each of the years involved because:

 

we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;

 

we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

 

unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders. As a result of all these factors, our 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 our capital stock.

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 regulationsRegulations that have been promulgated under the Code is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect ourOur ability to qualify as a REIT.REIT may be affected by facts and circumstances that are not entirely within our control. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our net taxable income, excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our domestic taxable REIT subsidiaries willsubsidiary could be subject to Federal and state taxes and our foreign properties and companies are subject to tax as regular corporations in the jurisdictions in which they operate including, in the case of the entity holding Camperdown House, the United Kingdom.and are located.

To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds on a short-term basis to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These short-term 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.

The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our common or preferred stockholders.

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 and 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:

 

adverse economic or real estate developments in our markets or the technology industry;

 

general economic conditions;our dependence upon significant tenants;

our inability to comply with the rules and regulations applicable to public companies or to manage our growth effectively;

difficulty acquiring or operating properties in foreign jurisdictions;

 

defaults on or non-renewal of leases by tenants;

 

increased interest rates and operating costs;

our failure to obtain necessary outside financing;

 

decreased rental rates or increased vacancy rates;

 

difficulties in identifying properties to acquire and completing acquisitions;

 

our failure to successfully operate acquired properties and operations;

 

our failure to maintain our status as a REIT;

 

possible adverse changes to tax laws;

environmental uncertainties and risks related to natural disasters;

 

financial market fluctuations;

 

changes in foreign currency exchange rates;

changes in foreign laws and regulations, including those related to taxation and real estate ownership and operation;

 

changes in real estate and zoning laws and increases in real property tax rates.rates; and

 

inability to successfully develop and lease space held for redevelopment.

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, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section above entitled “—Risk Factors.”

sections above.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

Our Portfolio

As of December 31, 2004,2005, we owned 2443 properties through our operating partnership. These properties are primarily located throughout the U.S., with one propertythree properties located in London, England,Europe, and contain a total of approximately 5.78.1 million net rentable square feet.feet excluding 1.1 million square feet held for redevelopment. The following table presents an overview of our portfolio of properties, based on information as of December 31, 2004.2005.

Property(1)

 

Metropolitan Area

 Percent
Ownership
  Year
built/renovated
 

Net

Rentable
Square Feet
Excluding
Redevelopment
Space(2)

 Redevelopment
Space(3)
 Percent
leased(4)
  Annualized
Rent
($000)(5)
 

Annualized
Rent per
Leased
Square
Foot

($000)(6)

Internet Gateways

        

350 East Cermak Road

 Chicago 100.0% 1912-1929/2000 870,183 263,208 92.2% $18,640 $23.23

200 Paul Avenue 1-4

 San Francisco 100.0  1955/1999 & 2001 494,608 37,630 95.8   12,881  27.18

2323 Bryan Street

 Dallas 100.0  1983 457,217 19,890 82.0   8,455  22.55

600 West Seventh Street

 Los Angeles 100.0  1922/1999 430,759 59,319 90.8   7,858  20.09

600-780 S. Federal

 Chicago 100.0  1912/1982 161,547 —   84.1   4,405  32.42

6 Braham Street(7)

 London, England 100.0  1983/1999 63,233 —   100.0   3,816  60.35

1100 Space Park Drive

 Silicon Valley 100.0  2001 82,409 85,542 94.9   3,598  46.01

36 NE 2nd Street

 Miami 100.0  1927/1999 162,140 —   81.2   3,232  24.55

731 East Trade Street

 Charlotte 100.0  1999/2000/2001 40,879 —   100.0   1,007  24.63

113 North Myers

 Charlotte 100.0  1999/2000/2001 18,717 10,501 100.0   444  23.72

125 North Myers

 Charlotte 100.0  1999/2000/2001 12,151 13,242 85.8   229  21.97
            
    2,793,843 489,332 90.2   64,565  25.61

Data Centers

        

833 Chestnut Street

 Philadelphia 100.0  1927/1998 535,098 119,660 91.5   7,222  14.75

300 Boulevard East

 New York 100.0  1989/2000 311,950 —   87.4   6,867  25.19

2045 & 2055 LaFayette Street

 Silicon Valley 100.0  2000 300,000 —   100.0   5,940  19.80

150 South First Street

 Silicon Valley 100.0  1987/1999 187,334 —   98.5   4,750  25.74

11830 Webb Chapel Road

 Dallas 100.0  1966/2000 365,648 —   93.3   4,689  13.74

2334 Lundy Place

 Silicon Valley 100.0  1982-83/2001 130,752 —   100.0   3,932  30.07

2401 Walsh Street

 Silicon Valley 100.0  1973/2000 167,932 —   100.0   3,028  18.03

200 North Nash Street

 Los Angeles 100.0  1975/1998-99 113,606 —   100.0   2,048  18.03

2403 Walsh Street

 Silicon Valley 100.0  1972/1999 103,940 —   100.0   1,874  18.03

Paul van Vlissingenstraat 16(7)(12)

 Amsterdam, Netherlands 100.0  1988/2000 112,472 —   62.0   1,658  23.78

4700 Old Ironsides Drive

 Silicon Valley 100.0  1977/2000 90,139 —   100.0   1,625  18.03

8534 Concord Center Drive

 Denver 100.0  2001 82,229 —   100.0   1,521  18.50

3065 Gold Camp Drive

 Sacramento 100.0  1983/2000 62,957 —   100.0   1,487  23.62

3015 Winona Avenue

 Los Angeles 100.0  1991 82,911 —   100.0   1,414  17.05

251 Exchange Place

 Northern Virginia 100.0  1984 70,982 —   100.0   1,374  19.36

2440 Marsh Lane

 Dallas 100.0  1999 135,250 —   100.0   1,353  10.00

1125 Energy Park Drive

 Minneapolis/St. Paul 100.0  1947/1999 88,134 —   100.0   1,340  15.20

3300 East Birch Street

 Los Angeles 100.0  1981/2000 68,807 —   100.0   1,228  17.85

Chemin de l’Epinglier 2(7)

 Geneva, Switzerland 100.0  1984/2003 59,190 —   100.0   1,176  19.87

375 Riverside Parkway

 Atlanta 100.0  1998 126,300 123,891 100.0   1,138  9.01

7500 & 7520 Metro Center Drive

 Austin 100.0  2000 45,000 74,962 100.0   551  12.24

3 Corporate Place

 New York 100.0  1974/1993-1996 —   283,124 —     —    —  

115 Second Avenue

 Boston 100.0  1960/2001 12,500 55,569   —    —  
            
    3,253,131    657,206 94.9     56,215  18.22

Property(1)


 

Metropolitan
Area


 Percent
Ownership


  

Year Built/
Renovated


 Net
Rentable
Square
Feet(2)


  Percent
Leased


  Annualized
Rent(3)


 Annualized
Rent Per
Leased
Square
Foot(4)


Telecommunications Infrastructure

                   

200 Paul Avenue(11)

 San Francisco 100.0% 1955/1999 & 2001 532,238  83.1% $10,861,422 $24.55

Univision Tower

 Dallas 100.0  1983 477,107  80.5   7,912,438  20.60

Carrier Center

 Los Angeles 100.0  1922/1999 444,196  81.7   7,623,663  21.01

Camperdown House(5)

 London, UK 100.0  1983/1999 63,233  100.0   4,016,624  63.52

1100 Space Park Drive

 Silicon Valley 100.0  2001 167,951  46.6   3,525,347  45.07

36 Northeast Second Street

 Miami 100.0  1927/1999 162,140  81.2   3,007,472  22.85

Burbank Data Center

 Los Angeles 100.0  1991 82,911  100.0   1,414,300  17.06

VarTec Building

 Dallas 100.0  1999 135,250  100.0   1,352,500  10.00
         
     

   
         2,065,026  81.4   39,713,766  23.63

Information Technology Infrastructure

                   

Hudson Corporate Center

 New York 100.0  1989/2000 311,950  88.7   6,911,301  24.98

Savvis Data Center

 Silicon Valley 100.0  2000 300,000  100.0   5,580,000  18.60

Webb at LBJ

 Dallas 100.0  1966/2000 365,449  89.0   4,484,570  13.79

AboveNet Data Center

 Silicon Valley 100.0  1987/1999 179,489  97.1   4,291,595  24.63

NTT/Verio Premier Data Center

 Silicon Valley 100.0  1982-83/2001 130,752  100.0   3,781,200  28.92

Brea Data Center

 Los Angeles 100.0  1981/2000 68,807  100.0   1,176,600  17.10

eBay Data Center

 Sacramento 75.0(6) 1983/2000 62,957  100.0   1,133,226  18.00

AT&T Web Hosting Facility

 Atlanta 100.0  1998 250,191  50.0   1,098,036  8.78
         
     

   
         1,669,595  87.7   28,456,528  19.44

Technology Manufacturing

                   

Ardenwood Corporate Park

 Silicon Valley 100.0  1985-86 307,657  100.0   7,624,739  24.78

Maxtor Manufacturing Facility

 Silicon Valley 100.0  1991&1997(7) 183,050  100.0   3,272,934  17.88

ASM Lithography Facility(8)

 Phoenix 100.0  2002 113,405  100.0   2,549,165  22.48
         
     

   
         604,112  100.0   13,446,838  22.26

Technology Office/ Corporate Headquarters

                   

Comverse Technology Building

 Boston 100.00  1957&1999(9) 386,956  100.0   5,891,393  15.22

100 Technology Center Drive

 Boston 100.0  1989/2001 197,000  100.0   3,743,000  19.00

Granite Tower

 Dallas 100.0  1999 240,065  95.5   3,431,981  14.97

Stanford Place II

 Denver 98.0(10) 1982 364,408  85.7   3,027,407  9.69

Siemens Building

 Dallas 100.00  1999 125,538  100.0   1,917,505  15.27
         
     

   
         1,313,967  95.2   18,011,286  14.40
         
     

   

Portfolio Total/Weighted Average

        5,652,700  88.4% $99,628,418 $19.93
         
     

 

Property(1)

 

Metropolitan Area

 Percent
Ownership
  Year
built/renovated
  

Net

Rentable
Square Feet
Excluding
Redevelopment
Space(2)

 Redevelopment
Space(3)
 Percent
leased(4)
  Annualized
Rent
($000)(5)
 

Annualized
Rent per
Leased
Square
Foot

($000)(6)

Technology Manufacturing

        

34551 Ardenwood Boulevard 1-4

 Silicon Valley 100.0% 1985-86  307,657 —   100.0% $7,941 $25.81

47700 Kato Road & 1055 Page Avenue

 Silicon Valley 100.0  1991 & 1997(8) 183,050 —   100.0   3,472  18.97

2010 East Centennial Circle(9)

 Phoenix 100.0  2002  113,405 —   100.0   2,549  22.48
            
    604,112 —   100.0   13,962  23.11

Technology Office

        

100 & 200 Quannapowitt Parkway

 Boston 100.0  1957 & 1999(10) 386,956 —   100.0   5,989  15.48

100 Technology Center Drive

 Boston 100.0  1989/2001  197,000 —   100.0   3,743  19.00

4055 Valley View Lane

 Dallas 100.0  1999  240,065 —   94.3   3,435  15.17

7979 East Tufts Avenue

 Denver 98.0(11) 1982  366,184 —   89.0   3,286  10.08

4849 Alpha Road

 Dallas 100.0  1999  125,538 —   100.0   2,263  18.03

4650 Old Ironsides Drive

 Silicon Valley 100.0  1977/2000  84,383 —   100.0   1,521  18.02
            
    1,400,126 —   96.1   20,237  15.03
            

Portfolio Total/Weighted Average

    8,051,212 1,146,538 93.9% $154,979 $20.51
              


(1)We have categorized the properties in our portfolio by their principal use based on annualized rent. However, many of our properties support multiple uses. Since December 31, 2004, we have leased approximately 20,400 additional square feet of net rentable space in our properties owned as of December 31, 2004 for a total annualized rent of approximately $0.7 million as of February 28, 2005.
(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.areas but excludes space held for redevelopment.

(3)Redevelopment space is unoccupied space that requires significant capital investment in order to develop data center facilities that are ready for use. Most often this is shell space. However, in certain circumstances this may include partially built data center space that was not completed by previous ownership and requires a large capital investment in order to build out the space.
(4)Excludes space held for redevelopment. Includes unoccupied space for which we are receiving rent and excludes space for which leases had commenced as of December 31, 2005 but for which we are not receiving rent. We completed a review of space held for redevelopment in the quarter ended September 30, 2005 and have not amended filings for earlier periods. This will cause occupancy statistics for these periods to not be comparable to the December 31, 2005 occupancy statistics presented in this filing.
(5)Annualized rent represents the annualized monthly contractual rent under existing leases as of December 31, 2004.2005 multiplied by twelve. This amount reflects total base rent before any one-time or non-recurring rent abatements but after annually recurring rent credits and is shown on a net basis; thus, for any tenant under a partial gross lease, the expense stop, or under a full gross lease, the current year operating expenses (which may be estimates as of such date), are subtracted from gross rent.
(4)(6)Annualized rent per leased square foot represents annualized rent as computed above, divided by the total square footage under lease as of the same date.
(5)(7)Rental amounts for Camperdown House6 Braham Street were calculated based on the exchange rate in effect on December 31, 20042005 of $1.8519$1.72 per £1.00.£1.00 and rental amounts for Paul van Vlissingenstraat 16 and Chemin de l’Epinglier 2 were calculated based on the exchange rate in effect on December 31, 2005 of $1.18 per € 1.00. Chemin de l’Epinglier 2 is subject to a ground lease which expires in July 2074.
(6)(8)As of December 31, 2004, we owned a 75% tenancy-in-common interest in this property. On January 21, 2005, we purchased the remaining 25% interest in this property.
(7)This property consists of two buildings: 1055 Page Avenue was built in 1991 and 47700 Kato Road was built in 1997.
(8)(9)We own the subsidiary that is party to a ground sublease coveringfor this property. The term of the ground sublease expires on December 31, 2082.
(9)(10)This property consists of two buildings: 100 Quannapowitt was built in 1999 and 200 Quannapowitt was built in 1957 and has subsequently been renovated.
(10)(11)We indirectly own a 98% interest in a subsidiary that holds the fee simple interest in this property. An unrelated third party holds the remaining 2% interest in this subsidiary.
(11)(12)We are party to a ground sublease for this property. The building includes approximately 55,000 net rentable square feetterm of support space such as rooftop areas, generator pads and electrical room space for which rent is currently being charged to certain tenants.the ground sublease expires on April 2054.

Tenant Diversification

As of December 31, 20042005 our portfolio was leased to more than 165205 companies, many of which are nationally recognized firms. The following table sets forth information regarding the 15 largest tenants in our portfolio based on annualized rent as of December 31, 2004.2005.

 

Tenant


 

Property


 

Lease
Expiration(1)


 Total
Leased
Square Feet


  Percentage of
Portfolio
Square Feet


  Annualized
Rent


 Percentage
of Portfolio
Annualized
Rent


 

Savvis Communications

     560,409  9.9% $12,680,700 12.7%
  Hudson Corporate Center Sep. 2011 234,570  4.2   6,098,820 6.1 
  Savvis Data Center(2) Sep. 2015 300,000  5.3   5,580,000 5.6 
  36 Northeast Second Street Aug. 2009 23,805  0.4   609,928 0.6 
  Univision Tower Sep. 2014 1,008  0.0   384,000 0.4 
  Univision Tower Sep. 2009 1,026  0.0   7,952 0.0 

Qwest Communications International, Inc.

     343,423  6.2   9,236,399 9.3 
  200 Paul Avenue Aug. 2015 65,622  1.2   2,986,143 3.0 
  36 Northeast Second Street Jan. 2014 78,540  1.4   1,586,153 1.6 
  Carrier Center Jan. 2020 68,000  1.2   1,429,855 1.4 
  Burbank Data Center Jan. 2011 82,911  1.5   1,414,300 1.4 
  200 Paul Avenue Aug. 2015 24,205  0.4   917,363 0.9 
  Univision Tower Apr. 2008 20,135  0.4   635,595 0.7 
  Carrier Center Jul. 2005 350(3) 0.0   165,450 0.2 
  Univision Tower Apr. 2008 3,650  0.1   81,412 0.1 
  1100 Space Park Drive Aug. 2011 10(3) 0.0   20,128 0.0 

Comverse Network Systems

     367,033  6.5   5,592,548 5.6 
  Comverse Technology Building Feb. 2011 166,109  3.0   2,989,962 3.0 
  Comverse Technology Building Feb. 2011 199,033  3.5   2,582,258 2.6 
  Comverse Technology Building Feb. 2011 1,891  0.0   20,328 0.0 

Abgenix

     131,386  2.3   4,925,265 4.9 
  Ardenwood Corporate Park Apr. 2011 73,887  1.3   3,341,135 3.4 
  Ardenwood Corporate Park Apr. 2011 33,499  0.6   648,000 0.6 
  Ardenwood Corporate Park Apr. 2011 24,000  0.4   936,130 0.9 

Leslie & Godwin(4)(5)

 Camperdown House Dec. 2009 63,233  1.1   4,016,624 4.0(6)

Verio, Inc.(7)

 NTT/Verio Premier Data Center May 2010 130,752  2.3   3,781,200 3.8 

Stone & Webster, Inc.(8)

 100 Technology Center Drive Mar. 2013 197,000  3.5   3,743,000 3.8 

AboveNet

     131,556  2.3   3,499,536 3.5 
  AboveNet Data Center Nov. 2019 128,184  2.3   3,435,187 3.4 
  Univision Tower Apr. 2014 3,372  0.0   64,349 0.1 

Maxtor Corporation

 Maxtor Manufacturing Facility Sep. 2011 183,050  3.2   3,272,934 3.3 

SBC Communications

 Webb at LBJ Nov. 2010 141,663  2.5   2,773,762 2.8 

Tycom Networks, Inc.

 1100 Space Park Drive Nov. 2016 59,289  1.0   2,721,041 2.7 

ASM Lithography

 ASM Lithography Facility Feb. 2017 113,405  2.0   2,549,165 2.6 

XO Communications

     96,546  1.7   2,457,344 2.5 
  200 Paul Avenue Feb. 2015 64,907  1.2   1,852,634 1.9 
  Carrier Center Aug. 2015 29,000  0.5   467,981 0.5 
  Univision Tower Oct. 2008 2,559  0.0   92,171 0.1 
  Carrier Center Sep. 2010 80(3) 0.0   44,558 0.0 

Logitech

     144,271  2.6   2,307,794 2.3 
  Ardenwood Corporate Park Mar. 2013 75,630  1.3   834,374 0.8 
  Ardenwood Corporate Park Mar. 2013 15,981  0.3   701,082 0.7 
  Ardenwood Corporate Park Mar. 2013 20,002  0.4   312,065 0.3 
  Ardenwood Corporate Park Mar. 2013 5,363  0.1   235,273 0.3 
  Ardenwood Corporate Park Mar. 2013 27,295  0.5   225,000 0.2 

Equinix, Inc.

 Carrier Center Oct. 2015 129,274  2.3   2,257,142 2.3 
      

 

 

 

Total

     2,792,290  49.4% $65,814,454 66.1%
      

 

 

 

Tenant

  

Property

  

Lease

Expiration(1)

  Total
Leased
Square Feet
  Percentage of
Net Rentable
Square Feet(2)
  Annualized
Rent
(thousands)
  Percentage
of Portfolio
Annualized
Rent
 

Savvis Communications

          
  300 Boulevard East  Sep. 2013  $234,570  2.9% $6,099  3.9%
  2045 & 2055 LaFayette Street(3)  Sep. 2015   300,000  3.7   5,940  3.8 
  2401 Walsh Street  Feb. 2019   167,932  2.1   3,028  2.0 
  200 North Nash Street  Feb. 2019   113,606  1.4   2,048  1.3 
  2403 Walsh Street  Feb. 2019   103,940  1.3   1,874  1.2 
  4700 Old Ironsides Drive  Feb. 2019   90,139  1.1   1,625  1.1 
  4650 Old Ironsides Drive  Feb. 2019   84,383  1.1   1,521  1.0 
  36 NE 2nd Street  Aug. 2009   23,805  0.3   631  0.4 
  2323 Bryan Street  Sep. 2009   1,026  —     9  —   
                   
       1,119,401  13.9   22,775  14.7 

Qwest Communications International, Inc.  

  350 East Cermak Road  Jun. 2015   142,346  1.8   3,300  2.1 
  200 Paul Avenue 1-4  Aug. 2015   65,622  0.8   2,901  1.9 
  350 East Cermak Road  Jun. 2015   74,412  0.9   2,680  1.7 
  36 NE 2nd Street  Feb. 2014   78,540  1.0   1,642  1.1 
  600 West Seventh Street  Jan. 2020   68,000  0.9   1,482  1.0 
  3015 Winona Avenue  Jan. 2011   82,911  1.0   1,414  0.9 
  350 East Cermak Road  Jun. 2015   50,000  0.6   1,159  0.7 
  731 East Trade Street  Jun. 2020   40,879  0.5   1,007  0.6 
  200 Paul Avenue 1-4  Aug. 2015   24,205  0.3   893  0.6 
  2323 Bryan Street  Apr. 2008   20,135  0.3   636  0.4 
  113 North Myers  Nov. 2019   3,806  0.1   87  0.1 
  2323 Bryan Street  Apr. 2008   3,650  —     81  0.1 
  600-780 S. Federal  Sept. 2010   978  —     57  —   
  1100 Space Park Drive  Aug. 2011   10(4) —     20  —   
                   
       655,494  8.1   17,359  11.2 

Verio, Inc.(5)

  2334 Lundy Place  May 2010   130,752  1.7   3,932  2.5 
  350 East Cermak Road(5)  Aug. 2015   107,299  1.3   2,552  1.7 
                   
       238,051  3.0   6,484  4.2 

Comverse Network Systems

  100 & 200 Quannapowitt Parkway  Feb. 2011   166,109  2.1   2,990  2.0 
  100 & 200 Quannapowitt Parkway  Feb. 2011   199,033  2.5   2,680  1.7 
  100 & 200 Quannapowitt Parkway  Feb. 2011   1,891  0   20  —   
                   
       367,033  4.6   5,690  3.7 

Equinix, Inc.  

  350 East Cermak Road  Mar. 2015   195,080  2.4   2,997  1.9 
  600 West Seventh Street  Oct. 2015   129,274  1.6   2,430  1.6 
                   
       324,354  4.0   5,427  3.5 

Abgenix(6)

  34551 Ardenwood Boulevard 1-4  Apr. 2011   73,887  0.9   3,475  2.2 
  34551 Ardenwood Boulevard 1-4  Apr. 2011   33,499  0.4   1,000  0.7 
  34551 Ardenwood Boulevard 1-4  Apr. 2011   24,000  0.3   671  0.4 
                   
       131,386  1.6   5,146  3.3 

Tenant

  

Property

  

Lease

Expiration(1)

  Total
Leased
Square Feet
  Percentage of
Net Rentable
Square Feet(2)
  Annualized
Rent
(thousands)
  Percentage
of Portfolio
Annualized
Rent
 

AT&T

  11830 Webb Chapel Road  Nov. 2010  141,663  1.8   2,773  1.8 
  7500 & 7520 Metro Center Drive  Mar. 2016  126,300  1.6   1,138  0.7 
  1100 Space Park Drive  Jul. 2011  14,035  0.2   620  0.4 
  600-780 S. Federal  Jan. 2006  5,137  0.1   171  0.1 
  2323 Bryan Street  Sept. 2006  2,197  0.0   62  0.0 
  200 Paul Avenue 1-4  Nov. 2009  10(4) 0.0   18  0.0 
  113 North Myers  Aug. 2011  1(4) 0.0   3  0.0 
                  
      289,343  3.6   4,785  3.1 

AboveNet, Inc.

  150 South First Street  Nov. 2019  131,721  1.7   3,723  2.4 
  600-780 S. Federal  Aug. 2010  19,112  0.2   655  0.4 
  2323 Bryan Street  Apr. 2014  3,372  —     64  0.1 
  200 Paul Avenue 1-4  Sept. 2010  10(4) —     33  —   
                  
      154,215  1.9   4,475  2.9 

Leslie & Godwin(7)

  6 Braham Street  Dec. 2009  63,233  0.8   3,816  2.5(8)

Stone & Webster, Inc.(9)

  100 Technology Center Drive  Mar. 2013  197,000  2.4   3,743  2.4 

Maxtor Corporation(10)

  47700 Kato Road & 1055 Page Avenue  Sep. 2011  183,050  2.3   3,472  2.2 

XO Communications

  200 Paul Avenue 1-4  Feb. 2015  64,907  0.8   2,098  1.3 
  600 West Seventh Street  Aug. 2015  29,000  0.4   555  0.4 
  600-780 S. Federal  Oct. 2006  322(4) —     100  0.1 
  2323 Bryan Street  Oct. 2008  2,559  —     92  0.1 
  350 East Cermak Road  Sept. 2015  1,747  —     61  —   
  4055 Valley View Lane  Sept. 2009  343(4) —     7  —   
                  
      98,878  1.2   2,913  1.9 

VSNL Networks, Inc.

  1100 Space Park Drive  Nov. 2016  59,289  0.7   2,803  1.8 

Thomas Jefferson University

  833 Chestnut Street  Jul. 2008  63,500  0.8   938  0.6 
  833 Chestnut Street  Apr. 2015  28,503  0.4   314  0.2 
  833 Chestnut Street  Oct. 2010  18,017  0.2   297  0.2 
  833 Chestnut Street  Dec. 2011  16,313  0.2   259  0.2 
  833 Chestnut Street  Feb. 2011  12,787  0.2   189  0.1 
  833 Chestnut Street  Aug. 2009  11,979  0.1   186  0.1 
  833 Chestnut Street  Jun. 2012  7,068  0.1   112  0.1 
  833 Chestnut Street  Nov. 2012  5,076  0.1   89  0.1 
  833 Chestnut Street  Dec. 2008  6,312  0.1   87  0.1 
  833 Chestnut Street  Nov. 2009  5,261  0.1   82  0.1 
  833 Chestnut Street  Mar. 2008  2,379  —     33  —   
  833 Chestnut Street  Feb. 2009  1,478  —     23  —   
  833 Chestnut Street  Mar. 2012  986  —     17  —   
                  
      179,659  2.2   2,626  1.7 

ASM Lithography

  2010 East Centennial Circle  Feb. 2017  113,405  1.4   2,549  1.6 
                  

Total, Top 15 tenants

      4,173,791  51.7% $94,063  60.7%
                  


(1)Assumes the exercise of no renewal options and the exercise of all early termination options.
(2)Net rentable square feet excludes 1.1 million square feet held for development at December 31, 2005.
(3)Microsoft Corporation subleases a portion of Savvis’ space in this building.property. Microsoft has the right to become the main tenant if Savvis defaults on the lease.
(3)(4)Telecommunications colocation space.
(4)(5)Verio, Inc. is a wholly owned subsidiary of Nippon Telegraph & Telephone. In July 2005, Verio and Equinix executed an agreement to sublease, pursuant to which Verio will sublease all of its space in 350 East Cermak Road to Equinix.
(6)Amgen signed an agreement to acquire Abgenix in December 2005.
(7)

Leslie & Godwin is a United Kingdom subsidiary of AON Corporation.

(5)100% of the Camperdown House6 Braham Street property is subleased by Level 3 Communications from Leslie & Godwin through December 2009. Leslie &

Godwin remains liable to us for rents under its lease. Subject to a payment by Level 3 Communications, which we can waive, Level 3 Communications is obligated to take a further lease of this property for a term expiring in 2015, subject to one five-year extension option. Including the Camperdown House6 Braham Street sublease, Level 3 Communications occupies a total of 104,715106,223 square feet of net rentable space in our buildings at an aggregate annualized rent of approximately $5.2$4.9 million.

(6)(8)Rental amounts for Camperdown House6 Braham Street were calculated based on the exchange rate in effect on December 31, 20042005 at $1.8519$1.72 per £1.00.
(7)Verio, Inc. is a wholly owned subsidiary of Nippon Telegraph & Telephone.
(8)(9)Stone & Webster, Inc. is the primary operating unit of the Engineering, Construction and Maintenance segment of The Shaw Group Inc.

(10)Seagate Technology signed an agreement to acquire Maxtor in December 2005.

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 space held for redevelopment) under lease as of December 31, 2004.2005.

 

Square Feet Under Lease


  Number
of
Leases


  Percentage of
All Leases


 Total
Leased
Square Feet


  Percentage
of Portfolio
Leased
Square Feet


 Annualized
Rent


  Percentage
Of Portfolio
Annualized
Rent


   

Number

of
Leases

  Percentage of
All Leases
 Total
Leased
Square Feet
  

Percentage

of Portfolio
Leased
Square Feet

 Annualized
Rent ($000)
  

Percentage

of Portfolio
Annualized
Rent

 

Available(1)

  —    0.0% 653,233  11.6%      —    —    494,232  6.1%   

2,500 or less

  83  36.1% 70,260  1.2%  2,865,372  2.9%  235  51.2% 128,648  1.6%  5,070  3.3%

2,501-10,000

  61  26.5% 318,580  5.6%  6,104,980  6.1%  90  19.6% 479,993  6.1%  12,229  7.9%

10,001-20,000

  26  11.3% 393,720  7.0%  7,477,402  7.5%  44  9.6% 647,115  8.0%  13,730  8.9%

20,001-40,000

  30  13.0% 780,346  13.8%  12,137,389  12.2%  37  8.0% 1,006,201  12.5%  15,647  10.1%

40,001-100,000

  16  7.0% 1,127,733  20.0%  27,611,805  27.7%  33  7.2% 2,151,155  26.7%  47,421  30.6%

Greater than 100,000

  14  6.1% 2,308,828  40.8%  43,431,470  43.6%  20  4.4% 3,143,868  39.0%  60,882  39.2%
                   

Portfolio Total

  230  100.0% 5,652,700  100.0% $99,628,418  100.0%  459  100.0% 8,051,212  100.0% $154,979  100.0%
                   

(1)Excludes approximately 1.1 million square feet held for redevelopment at December 31, 2005.

Lease Expirations

The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 20042005 plus available space for each of the next ten full calendar years at the properties in our portfolio. 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.

 

Year of Lease
Expiration


 Number of
Leases
Expiring


 Square
Footage of
Expiring
Leases


 Percentage
of Portfolio
Square Feet


  Annualized
Rent


 Percentage
of Portfolio
Annualized
Rent


  Annualized
Rent Per
Leased
Square Foot


 

Annualized
Rent Per
Leased
Square

Foot at
Expiration


 Annualized
Rent at
Expiration


Available

   653,233 11.6%  —   0.0%  —        

2005

 21 68,277 1.2%  1,211,613 1.2% $17.75 $19.87  1,356,687

2006

 26 106,766 1.9%  1,893,190 1.9% $17.73 $18.37  1,960,868

2007

 29 236,423 4.2%  3,955,463 4.0% $16.73 $18.60  4,396,679

2008

 22 215,113 3.8%  3,528,161 3.5% $16.40 $18.11  3,895,683

2009

 28 381,702 6.8%  8,599,612 8.6% $22.53 $24.29  9,270,761

2010

 24 734,524 13.0%  13,048,837 13.1% $17.77 $20.50  15,059,450

2011

 22 1,099,963 19.4%  23,171,199 23.3% $21.07 $24.38  26,814,650

2012

 3 28,190 0.5%  663,683 0.7% $23.54 $25.81  727,647

2013

 11 428,140 7.6%  7,533,608 7.6% $17.60 $20.14  8,621,662

2014

 16 404,453 7.1%  6,483,890 6.5% $16.03 $20.97  8,480,340

Thereafter(1)

 28 1,295,916 22.9%  29,539,162 29.6% $22.79 $32.87  42,598,202
  
 
 

 

 

 

 

 

Portfolio Total

 230 5,652,700 100.0% $99,628,418 100.0% $19.93 $24.64 $123,182,629
  
 
 

 

 

 

 

 

Year of Lease
Expiration

 Number of
Leases
Expiring
 Square
Footage of
Expiring
Leases
 Percentage
of Portfolio
Square Feet
  Annualized
Rent ($000)
 Percentage of
Annualized
Rent
  Annualized
Rent per
Occupied
Square Foot
 Annualized
Rent per
Leased Square
Foot at
Expiration
 Annualized
Rent at
Expiration
($000)

Available(1)

  494,232 6.1% $—      

2006

 62 230,595 2.9%  3,605 2.3% $15.63 $17.39  4,010

2007

 37 149,890 1.8%  3,249 2.1%  21.68  23.82  3,571

2008

 53 294,721 3.7%  5,825 3.8%  19.76  21.26  6,265

2009

 71 506,940 6.3%  11,770 7.6%  23.22  25.69  13,024

2010

 71 1,016,795 12.6%  22,086 14.3%  21.72  21.27  21,626

2011

 43 1,201,911 14.9%  25,140 16.2%  20.92  23.76  28,553

2012

 11 134,748 1.7%  2,655 1.7%  19.70  23.01  3,100

2013

 20 705,167 8.8%  11,494 7.4%  16.30  19.50  13,751

2014(2)

 22 546,019 6.8%  9,446 6.1%  17.30  21.99  12,005

2015

 38 1,414,282 17.6%  32,434 20.9%  22.93  31.59  44,680

Thereafter

 31 1,355,912 16.8%  27,275 17.6%  20.12  29.71  40,281
                      

Portfolio Total/Weighted Average

 459 8,051,212 100.0% $154,979 100.0% $20.51 $25.26 $190,866
                      


(1)Excludes approximately 1.1 million square feet held for redevelopment at December 31, 2005.
(2)Includes 63,233 square feet of net rentable space in Camperdown House. Property6 Braham Street. This property is subleased by Level 3 Communications from Leslie & Godwin, a U.K.United Kingdom subsidiary of AON Corporation, through December 2009. Level 3 Communications has executed a lease that will commence upon expiration of the Leslie & Godwin lease and continue through December 2014. Leslie & Godwin remain liable to us for rents under its lease.

Right of First Offer PropertiesProperty

At December 31, 2005 there is one property located in Germany owned by GI Partners owns interests in two technology-related properties, which were not contributedthat is subject to us in connection with our initial public offering. The first is a 129,366 square foot vacant data center located in Frankfurt, Germany. The second is a data center located in Englewood, Colorado (Denver metropolitan area) with 82,229 of net rentable square feet. GI Partners has informed us that on November 15, 2004 Ameriquest Mortgage Company entered into a lease agreement for 100.0% of the net rentable square feet of this property, which commenced on February 1, 2005 for a term of seven years at an annualized net rent of approximately $1.5 million. We do not have an option to purchase either of these properties. However, we do have rightsright of first offer with respectagreements, whereby we have the right to make the sale of either of them byfirst offer to purchase this property if GI Partners. In January 2005, we commissioned an appraisal of the Englewood, Colorado property with a view towards negotiating the purchase of thisPartners decides to sell it. We acquired one property from GI Partners. that was subject to a right of first offer on June 3, 2005.

 

ITEM 3.LEGAL PROCEEDINGS

In the ordinary course of our business, we may become subject to tort claims and other claims and administrative proceedings. As of December 31, 2004,2005, we were not a party to any legal proceedings which we believe would have a material adverse effect or are material.on us.

 

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our stockholders during the fourth quarter of the year ended December 31, 2004.2005.

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our 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, low and 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

  Last

  Distributions

Period October 29, 2004 to December 31, 2004

  $14.10  $12.00  $13.47  $0.156318

On March 15, 2005, the closing price of our common stock, as reported on the NYSE, was $14.17.

   High  Low  Distributions
declared

Period October 29, 2004 to December 31, 2004

  $14.10  $12.00  $0.15600

First Quarter 2005

  $14.81  $12.50  $0.24375

Second Quarter 2005

  $17.49  $13.67  $0.24375

Third Quarter 2005

  $19.97  $16.80  $0.24375

Fourth Quarter 2005

  $24.70  $17.73  $0.26500

We intend to continue to declare quarterly distributions on our common stock. The actual amount and timing of distributions, however, will be at the discretion of our board of directors and will depend upon our financial condition in addition to the requirements of the Code, and no assurance can be given as to the amounts or timing of future distributions.

Subject to the distribution requirements applicable to REITs under the Code, we intend, to the extent practicable, to invest substantially all of the proceeds from sales and refinancings of our assets in real estate-related assets and other assets. We may, however, under certain circumstances, make a distribution of capital or of assets. Such distributions, if any, will be made at the discretion of our board of directors. Distributions will be made in cash to the extent that cash is available for distribution.

As of March 15, 2005,February 21, 2006, there were 510 stockholders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.

 

On November 3, 2004, we consummated our initial public offering. The shares of common stock sold in our initial public offering were registered under the Securities Act of 1933, as amended, on a Registration Statement (Registration No. 333-117865) on Form S-11 that was declared effective by the Securities and Exchange Commission on October 28, 2004. Twenty million shares of common stock registered under the Registration Statement were sold at a price to the public of $12.00 per share, generating gross proceeds of approximately $240.0 million. On November 30, 2004, we sold an additional 1,421,300 shares of our common stock as a result of the underwriters’ exercise of their over-allotment option. The gross proceeds from the sale of these additional shares totaled $17.1 million. The net proceeds to us from both sales was approximately $230.8 million after deducting an aggregate of $18.0 million in underwriting discounts and commissions paid to the underwriters and $8.3 million in other expenses incurred in connection with our initial public offering. All of the shares of common stock were sold by us and there were no selling stockholders in our initial public offering. Upon the closing of the sale of these additional shares, our initial public offering terminated.

In addition, concurrently with or shortly after the completion of our initial public offering, our operating partnership or the property-owning entities used the fee simple interests in seven properties to secure approximately $213.0 million of new mortgage loans.

We used the net proceeds from our initial public offering, the new mortgage loans and $31.4 million in borrowings under our unsecured revolving credit facility to:

purchase 6,810,036 operating partnership units issued in connection with certain formation transactions, and an additional 1,421,300 units in connection with the underwriters’ exercise of their over-allotment option, from the investors in GI Partners at a price per unit equal to the per share public offering price of our common stock in the offering, net of underwriting discounts and commissions and advisory fees payable to the underwriters, or $76.0 million and $15.9 million in the aggregate, respectively;

pay the $15.0 million cash portion of the consideration to acquire the 200 Paul Avenue and 1100 Space Park Drive properties;

acquire the 75% interest in the eBay Data Center property upon completion of our initial public offering and the remaining 25% interest therein in early 2005 for a total of $13.7 million;

repay approximately $243.7 million under a bridge loan facility with an affiliate of Citigroup Global Markets Inc.; and

repay an aggregate of approximately $110.3 million of mortgage loans, other secured loans and notes payable under GI Partners’ line of credit, including prepayment penalties.

ITEM 6.SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial and operating data on an historical basis for our company and on a combined historical basis for our company’s Predecessor. The Predecessor is comprised of the real estate activities and holdings of GI Partners related to the properties in our portfolio. We have not presented historical information for the Company for periods prior to the consummation of our initial public offering because we did not have any corporate activity until the completion of our initial public offering other than the issuance of shares of common stock in connection with the initial capitalization of our company, and because we believe that a discussion of the results of the Company would not be meaningful. The Predecessor’s combined historical financial information includes:

 

the wholly owned real estate subsidiaries and majority-owned real estate joint ventures that GI Partners contributed to our operating partnership in connection with our initial public offering;

 

an allocation of GI Partners’ line of credit to the extent that borrowings and related interest expense relate to (1) borrowings to fund acquisitions of the properties in our portfolio and (2) borrowings to pay asset management fees paid by GI Partners that were allocated to the properties in our portfolio; and

 

an allocation of the asset management fees paid to a related party and incurred by GI Partners, along with an allocation of the liability for any such fees that were unpaid as of December 31, 2003 and an allocation of GI Partners’ general and administrative expenses.

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 below in this Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

The Company and the Company Predecessor

(Amounts in thousands, except per share data)

 

  The
Company


 The Predecessor

  The Company The Predecessor 
  

Period from
November 3,
2004 through
December 31,

2004


  

Period from
January 1,
2004
through
November 2,

2004


  Year Ended
December 31,


 

Period from
February 28,
2001
(inception)
through
December 31,

2001


  Year Ended
December 31,
2005
  

Period from
November 3,
2004 to
December 31,

2004

  

Period from
January 1,
2004 to
November 2,

2004

 Year ended
December 31,
 

Period from
February 28, 2001
(inception) through
December 31,

2001

 
   2003

  2002

  2003 2002 

Statement of Operations Data:

            

Rental revenues

  $21,232  $67,876  $50,099  $21,203  $—   

Revenues:

      

Rental

 $164,219  $21,232  $67,876 $50,099  $21,203  $—   

Tenant reimbursements

   4,083   12,146   8,661   3,894   —     37,454   4,083   12,146  8,661   3,894   —   

Other revenues

   30   1,754   4,328   458   12 

Other

  7,136   30   1,754  4,328   458   12 
  


 


 

  


 


                 

Total revenues

   25,345   81,776   63,088   25,555   12   208,809   25,345   81,776  63,088   25,555   12 
  


 


 

  


 


Rental property operating and maintenance expenses

   5,173   13,801   8,624   4,997   —   

Expenses:

      

Rental property operating and maintenance

  43,157   5,173   13,801  8,624   4,997   —   

Property taxes

   2,085   7,249   4,688   2,755   —     21,867   2,085   7,249  4,688   2,755   —   

Insurance

   472   1,403   626   83   —     2,804   472   1,403  626   83   —   

Interest expense

   5,547   18,914   10,091   5,249   —   

Interest

  39,122   5,547   18,914  10,091   5,249   —   

Asset management fees to related party

   —     2,655   3,185   3,185   2,663   —     —     2,655  3,185   3,185   2,663 

Depreciation and amortization expense

   7,373   24,025   16,295   7,659   —   

General and administrative expenses

   20,725   292   329   249   —   

Net loss from early extinguishment of debt

   283   —     —     —     —   

Other expenses

   57   2,748   2,459   1,249   107 

Depreciation and amortization

  62,232   7,373   24,025  16,295   7,659   —   

General and administrative

  12,615   20,725   292  329   249   —   

Loss from early extinguishment of debt

  1,021   283   —    —     —     —   

Other

  1,634   57   2,748  2,459   1,249   107 
  


 


 

  


 


                 

Total expenses

   41,715   71,087   46,297   25,426   2,770   184,452   41,715   71,087  46,297   25,426   2,770 
  


 


 

  


 


Income (loss) before minority interests

   (16,370)  10,689   16,791   129   (2,758)  24,357   (16,370)  10,689  16,791   129   (2,758)

Minority interests in consolidated joint ventures

   13   (37)  149   190   —     12   (13)  37  (149)  (190)  —   

Minority interests in operating partnership

   (10,214)  —     —     —     —     (8,268)  10,214   —    —     —     —   
  


 


 

  


 


                 

Net income (loss)

  $(6,169) $10,726  $16,642  $(61) $(2,758)  16,101   (6,169) $10,726 $16,642  $(61) $(2,758)
  


 


 

  


 


             

Preferred stock dividends

  (10,014)  —       
          

Net income (loss) available to common stockholders

 $6,087  $(6,169)    
          

Per Share Data:

            

Loss per share—basic and diluted

  $(0.30) $—    $—    $—    $—   

Weighted average common shares outstanding—basic and diluted

   20,770,875   —     —     —     —   

Basic income per share available to common stockholders

 $0.25  $(0.30) $—   $—    $—    $—   

Diluted income per share available to common stockholders

 $0.25  $(0.30) $—   $—    $—    $—   

Cash dividend per common share

 $1.00  $0.16  $—   $—    $—    $—   

Weighted average common shares outstanding:

      

Basic

  23,986,288   20,770,875   —    —     —     —   

Diluted

  24,221,732   20,770,875   —    —     —     —   

 

   The Company

  The Predecessor

 
   

December 31,

2004


  December 31,

 
    2003

  2002

  2001

 

Balance Sheet Data

                 

Investments in real estate, net

  $787,412  $391,737  $217,009  $—   

Total assets

   1,013,287   479,698   269,836   1,893 

Notes payable under line of credit

   44,000   44,436   53,000   —   

Notes payable under bridge loan

   —     —     —     —   

Mortgages and other secured loans

   475,498   253,429   103,560   —   

Total liabilities

   584,229   328,303   183,524   903 

Minority interests in consolidated joint ventures

   997   3,444   3,135   —   

Minority interests in operating partnership

   254,862   —     —     —   

Stockholders’/owner’s equity

   173,199   147,951   83,177   990 

Total liabilities and stockholders’/owner’s equity

   1,013,287   479,698   269,836   1,893 
   The Company
and the
Predecessor


  The Predecessor

 
   Year Ended
December 31,
2004


  Year Ended
December 31,


  Period from
February 28,
2001
(inception)
through
December 31,
2001


 
    2003

  2002

  

Cash flows from (used in):

                 

Operating activities

  $44,638  $27,628  $9,645  $(1,867)

Investing activities

   (371,277)  (213,905)  (164,755)  (1,881)

Financing activities

   326,022   187,873   158,688   3,748 
   The Company  The Predecessor
   December 31,  December 31,
   2005  2004  2003  2002  2001

Balance Sheet Data:

          

Net investments in real estate

  $1,194,106  $787,412  $391,737  $217,009  $—  

Total assets

   1,529,170   1,013,287   479,698   269,836   1,893

Notes payable under line of credit

   181,000   44,000   44,436   53,000   —  

Mortgages and other secured loans

   568,067   475,498   253,429   103,560   —  

Total liabilities

   880,228   584,229   328,303   183,524   903

Minority interests in consolidated joint ventures

   206   997   3,444   3,135   —  

Minority interests in operating partnership

   262,239   254,862   —     —     —  

Total stockholders’/owner’s equity

   386,497   173,199   147,951   83,177   990

Total liabilities and stockholders’/owner’s equity

  $1,529,170  $1,013,287  $479,698  $269,836  $1,893

   The Company  The Company
and the
Predecessor
  The Predecessor 
   Year Ended
December 31,
2005
  Year ended December 31,  Period from
February 28, 2001
(inception) through
December 31, 2001
 
    2004  2003  2002  

Cash flows from (used in):

      

Operating activities

  $82,848  $44,638  $27,628  $9,645  $(1,867)

Investing activities

   (480,815)  (371,277)  (213,905)  (164,755)  (1,881)

Financing activities

   404,340   326,022   187,873   158,688   3,748 

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 and combined financial statements and notes thereto appearing elsewhere in this report. Where appropriate, the following discussion includes analysis of the effects of our initial public offering, the formation transactions and related refinancing transactions and certain other transactions. 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 Form 10-K 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.”

Overview

Our companycompany.. We completed our initial public offering, or IPO, of common stock on November 3, 2004. We expecthave operated in a manner that we believe has enabled us to qualify and have elected to be treated, as a REIT for federal income tax purposes beginning with our initial taxable period ended December 31, 2004.Real Estate Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended (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 common stock in connection with the initial capitalization of our company. Because we believe that a discussion of the results of our company prior to the completion of our IPO would not be meaningful, we have set forth below a discussion of historical combined operations for our company and our company’s Predecessor and as such, any reference in the Management’s Discussion and Analysis of Financial Condition and Results of Operations to “our,” “we” and “us” in this Item 7 includes the Predecessor.

Business and strategystrategy.. Our primary business objectives are to maximize sustainable long-term growth in earnings, funds from operations and cash flow per share and to maximize returns to our stockholders. We expect to achieve our objectives by focusing on our core business of investing in technology-related real estate. We target high quality, strategically located properties containing applications and operations critical to the day-to-day operations of corporate enterprise data center and technology industry tenants. We focus on regional, national and international tenants, which require technology real estate and that are leaders in their respective areas. Most of our properties contain fully redundant electrical supply systems, multiple power feeds, above-standard electrical HVACprecision cooling systems, raised floor areas, to accommodate computer cables and below-floor cooling systems, 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 enterprise data center adoption and the technologytechnology-related real estate industry generally will be superior to that of the overall economy.

Since the acquisition of our first property in 2002 and through December 31, 2004,2005, we acquired an aggregate of 2443 technology-related real estate properties with 5.78.1 million net rentable square feet. Through March 31, 2005, we acquired two additional technology-related properties, withfeet excluding approximately 635,329 net rentable1.1 million square feet and are under contract to acquire an additional two properties with approximately 982,090 net rentable square feet.of space held for redevelopment. We have developed detailed, standardized procedures for evaluating acquisitions to ensure that they meet our financial and other criteria. We expect to continue to acquire additional assets as a key part of our growth strategy. We intend to aggressively manage and lease our assets to increase their cash flow.

We may acquire properties subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments.properties. Debt service on such indebtedness will have a priority over any dividends with respect to our common stock and our series A preferred stock. We currently intend to limit our indebtedness to 60% of our total market capitalization and, based on the closing price of our common stock on December 31, 20042005 of $13.47,$22.63, our ratio of debt to total market capitalization was approximately 42.1%33% as of December 31, 2004.2005. Our total market capitalization is defined as the sum of the market value of our outstanding common stock (which may decrease, thereby increasing our debt

to total market capitalization ratio), excluding options issued under our incentive award plan, plus the liquidation value of our preferred stock, plus the aggregate value of the units not held by us, plus the book value of our total consolidated indebtedness.

Revenue BaseBase.. As of December 31, 2004,2005, we owned 2443 properties through our operating partnership. These properties are located throughout the U.S., with one propertythree properties located in London, England,Europe, and contain a total of approximately 5.78.1 million net rentable square feet.feet excluding approximately 1.1 million square feet held for redevelopment. We acquired our first portfolio property in January 2002, an additional four properties through December 31, 2002, eight properties during the year ended December 31, 2003 and eleven11 properties during the year ended December 31, 2004.2004 and 19 properties during the year ended December 31, 2005. As of December 31, 2004,2005, the properties in our portfolio were approximately 88.4%93.9% leased excluding 1.1 million square feet held for redevelopment at an average annualized rent per leased square foot of $19.93. Since our tenants generally fund$20.51. Due to the capital improvements,intensive and long term nature of the operations being supported, our lease terms are generally longer than standard commercial leases. At December 31, 2004,2005, our average lease term was 12.5 years, with an average of 7.47.3 years remaining. Our lease expirations through 20072008 are only 7.3%8.4% of net rentable square feet excluding space held for redevelopment or 7.1%8.2% of aggregate annualized rent as of December 31, 2004.2005. Revenues from properties outside the United States were $6.0 million and $4.4 for the years ended December 31, 2005 and 2004, respectively.

Operating expensesexpenses.. Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs, as well as rental expenses on our ground lease.leases. For our Predecessor, a significant portion of the general and administrative type expenses have been reflected in the asset management fees that were paid to GI Partners’ related-party asset manager. The asset management fees were based on a fixed percentage of capital commitments made by the investors in GI Partners, a portion of which have been allocated to our Predecessor. Since the consummation of our IPO, our asset management function has been internalized and we are incurring the majority of our general and administrative expenses directly. We have entered intoPrior to April 2005, we had a transition services agreement with CB Richard Ellis Investors with respect to transitional accounting and other services. In addition, as a public company, we are incurring significant legal, accounting and other expenses related to corporate governance, Securities and Exchange Commission reporting and compliance with the various provisions of Sarbanes-Oxley Act of 2002. In addition, we rely onengaged third-party property managers forto manage most of our properties. As of December 31, 2004, seven2005, 32 of our properties were managed by affiliates of CB Richard Ellis, an affiliate of GI Partners.

Formation Transactions.In connection with the completion of our IPO, our operating partnership received contributions of direct and indirect interests in the majority23 of the properties in our portfolio in exchange for consideration that included cash, assumption of debt, and an aggregate of 38,262,206 units in our operating partnership (with the cash, assumed debt and units having an aggregate value of $1,097.7 million based on the IPO price per share of $12.00).

We accounted for the ownership interests contributed to us by GI Partners in exchange for a partnership interest in our operating partnership as a reorganization of entities under common control in a manner similar to a pooling of interests. Accordingly, the assets and liabilities contributed by GI Partners are accounted for by our operating partnership at GI Partners’ historical cost. We utilized purchase accounting to account for the acquisition of ownership interests in 200 Paul Avenue 1-4 and 1100 Space Park Drive, which were contributed to us by third parties in exchange for interests in our operating partnership, cash and the assumption of debt and the 10% minority ownership interest in Univision Tower,2323 Bryan Street, which was contributed to us by our joint venture partner in exchange for an interest in our operating partnership and the repayment of debt. Accordingly, the purchase price for these interests, which are equal to the value of the operating partnership units that we issued in exchange for these interests plus cash paid and debt assumed, were allocated to the assets acquired and liabilities assumed based on the fair value of the assets and liabilities.

Factors Which May Influence Future Results of Operations

Rental income. The amount of net rental income generated by the properties in our portfolio depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space available from lease terminations. AsExcluding 1.1 million square feet held for redevelopment, as of December 31, 2004,2005, the occupancy rate in the properties in our portfolio was approximately 88.4%93.9% of our net rentable square feet.

The amount of rental income

generated by us also depends on our ability to maintain or increase rental rates at our properties. In addition, oneIncluded in our approximately 8.1 million square feet of our strategiesnet rentable square feet at December 31, 2005 is to convert approximately 197,310264,000 net rentable square feet of data center space with extensive installed tenantdata center improvements that is currently, or will shortly will be, available for lease, or already has been leased. We had leased approximately 123,000 square feet of this space at December 31, 2005. Rather than leasing all of this space to large single tenants, we are subdividing some of it for multi-tenant colocationturn-key data center use, with tenants averaging between 100 and 15,000 square feet of net rentable space. Multi-tenant turn-key data centers are effective solutions for tenants who lack the expertise or capital budget to provide their own extensive data center infrastructure and security. As experts in order to allow usdata center construction and operations we are able to lease small spacesspace to these tenants at rates that are significantly higher than prevailing market rates fora significant premium over other uses. Negative trends in one or more of these factors could adversely affect our rental income in future periods.

Future economic downturns or regional downturns affecting our submarkets or downturns in the technologytechnology-related real estate industry that impair our ability to renew or re-lease space and 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. In addition, growth in rental income will also partially depend on our ability to acquire additional technology-related real estate that meets our investment criteria. One of our tenants,At December 31, 2005 one tenant, VarTec Telecom, Inc. filed for Chapter 11(VarTec) was in bankruptcy protection on November 1, 2004. VarTec Telecom, Inc. occupies 135,000 rentableand leased approximately 156,000 square feet at our Carrollton, Texas propertyof net rentable space across three separate properties and 8,632 rentablewas current on all of its rental obligations. In January 2006 VarTec notified us of its intention to file a motion to reject its lease of approximately 8,600 square feet atin our Univision Tower property in Dallas, Texas.2323 Bryan Street property. The motion was granted by the bankruptcy court on February 21, 2006 and as such, this lease was rejected effective February 28, 2006. We are closely monitoring their status and we believe our properties provide a favorable opportunity for consolidation of their operations. On August 3, 2004, priorcurrently considering options to our acquisition of 200 Paul Avenue, Universal Access Inc. filed for Chapter 11pursue appropriate economic relief through the bankruptcy protection. Both tenants are current on their rental obligations.

court.

Scheduled lease expirations. Our ability to re-lease expiring space will impact our results of operations. In addition to approximately 653,0000.5 million square feet of available space in our portfolio excluding approximately 1.1 million square feet available for redevelopment as of December 31, 2004,2005, leases representing approximately 1.2%2.9% and 1.9%1.8% of the square footage of our portfolio excluding redevelopment space are scheduled to expire during the 12-month periods ending December 31, 20052006 and 2006,2007, respectively. The leases scheduled to expire in the 12-month periods ending December 31, 20052006 and 20062007 represent approximately 1.2%2.3% and 1.9%2.1%, respectively, of our total annualized base rent.

Conditions in significant markets. As of December 31, 2004,2005, our portfolio was geographically concentrated in the Boston, Dallas, Los Angeles, New York, San Francisco and Silicon Valleyfollowing metropolitan markets; these markets provided 9.7%, 19.2%, 10.3%, 6.9%, 10.9%, and 28.2%, respectively, of the annualized rent of the properties in our portfolio. Subsequent to December 2004, we acquired or are under contract to acquire properties in Philadelphia and Chicago that will account for significant portions of our future annualized rent. Positive or negative changes in conditions in our significant markets will impact our overall performance. The Dallas, San Francisco and Silicon Valley metropolitan real estate markets were adversely affected by the recent downturn in the technology industry, and continue to stabilize as the technology industry and broader, economy rebound. The majority of the 3.1% of net rentable square feet of our portfolio as of December 31, 2004, that is subject to expiration in the 24 months ending December 31, 2006 is in Denver. The Denver metropolitan real estate market was also adversely affected by the recent downturn in the technology industry. We believe that the Denver leasing market appears to be stabilizing, with recent positive absorption of space.

 

Metropolitan Market

Percentage of total
annualized rent

Silicon Valley

24.3%

Chicago

14.9%

Dallas

13.0%

San Francisco

8.3%

Los Angeles

8.1%

Boston

6.3%

Philadelphia

4.7%

New York

4.4%

Other

16.0%
100.0%

Operating expensesexpenses.. Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs, as well as rental expenses on our ground lease.leases. We are also incurring general and administrative expenses, including expenses relating to the internalization of our asset management function, as well as significant legal, accounting and other expenses related to corporate governance, Securities and Exchange Commission reporting and compliance with the various provisions of the Sarbanes-Oxley Act.

Increases or decreases in such operating expenses will impact our overall performance. As a newlyrelatively new public company, we are incurringexpect to incur additional operating expenses as we internalizeexpand our asset management function and begin to incur the majority of our expenses directly.

various business functions.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our consolidated and combined financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (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 Note 2 to our financial statements included elsewhere in this report. 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 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 estateestate.. The price that we pay to acquire a property is impacted by many factors including the condition of the buildings and improvements, the occupancy of the building, the existence of above and below market tenant 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 assets acquired and liabilities assumed based on our estimate of the fair values of such assets and liabilities. This includes determining the value of the buildings and improvements, land, any ground leases, tenant improvements, in-place tenant leases, tenant relationships, the value (or negative value) of above (or below) market leases and any debt assumed from the seller or loans made by the seller to us. Each of these estimates requires a great deal of judgment and some of the estimates involve complex calculations. Our allocation methodology is summarized in Note 2 to our consolidated and combined financial statements. 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 buildings as opposed to allocating to the value of 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 buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to tenant leases are amortized over the terms of the leases. Additionally, the amortization of value (or negative value) assigned to above or below(or below) market rate leases is recorded as an adjustment to rental revenue as compared to amortization of the value of in-place leases and tenant relationships, which is included in depreciation and amortization in our consolidated and combined statements of operations.

Useful lives of assetsassets.. 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 valuationevaluation.. We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. 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 evaluation indicates that we may be 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 an asset has been impaired, our strategy of holding properties over the long-term directly decreases the likelihood of recording 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 impairment has occurred, the affected assets must be reduced to their fair value. No such impairment losses have been recognized to date.

We estimate the fair value of rental properties utilizing a discounted cash flow analysis that includes projections of future revenues, expenses and capital improvement costs, similar to the income approach that is commonly utilized by appraisers.

Capitalization of costs.

We capitalize pre-acquisition costs related to probable property acquisitions. We also capitalize direct and indirect costs related to construction and development, including property taxes, insurance and financing costs relating to space under development. Costs previously capitalized related to any property acquisitions no longer considered probable are written off. The selection of costs to capitalize and which acquisitions are probable is subjective and depends on many assumptions including the timing of potential acquisitions and the probability that future acquisitions occur. If we made different assumptions in this respect we would have a different amount of capitalized costs in the periods presented leading to different net income.

Revenue Recognition

Rental income is recognized using the straight-line method over the terms of the tenant leases. Deferred rents included in our balance sheets represent the aggregate excess of rental revenue recognized on a straight-line basis over the rental revenue that would be recognized under the terms of the leases. Our leases generally contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred by us. Such reimbursements are recognized in the period that the expenses are incurred. Lease termination fees are recognized whenover the related leases are canceled and we have no continuing obligation to provide services to such former tenants.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 income in the case of above market leases or an increase to rental revenue in the case of below market leases.

We must make subjective estimates as to when our revenue is earned and the collectibility 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 income because a higher bad debt allowance would result in lower net income, and recognizing rental revenue as earned in one period versus another would result in higher or lower net income 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.

Results of Operations

The discussion below relates to our financial condition and results of operations for the years ended December 31, 2005, 2004 2003 and 2002.2003. We have combined the results of operations for the period from November 3, 2004 through December 31, 2004 and the period from January 1, 2004 through November 2, 2004 to provide a meaningful comparison to the results of operations for the yearother years. A summary of our results for the years ended December 31, 2003.2005, 2004 and 2003 was as follows (in thousands).

 

Year ended December 31,

  2005  2004  2003

Statement of Operations Data:

     

Total revenues

   208,809   107,121   63,088

Total expenses

   184,452   112,802   46,297
            

Income (loss) before minority interests

  $24,357  $(5,681) $16,791
            

The following table identifies each of the properties in our portfolio acquired through December 31, 2004.

Our property portfolio has experienced consistent and significant growth since the first property acquisition in January 2002. As a result of such growth, a period-to-period comparison of our financial performance focuses primarily on the impact on our revenues and expenses resulting from the new property additions to our portfolio. On a “same store” property basis, our revenues and expenses have remained substantially stable as a result of the generally consistent occupancy rates at our properties. The following table identifies each of the properties in our portfolio acquired from January 1, 2003 through December 31, 2005.

 

         Occupancy Rate

 

Acquired Properties


  

Acquisition
Date


  Net Rentable
Square Feet


  December 31,
2004


  December 31,
2003


  December 31,
2002


 

Year Ended December 31, 2002

                

36 Northeast Second Street

  Jan. 2002  162,140  81.2% 95.7% 95.7%

Univision Tower

  Jan. 2002  477,107  80.5  84.1  82.2 

Camperdown House

  July 2002  63,233  100.0  100.0  100.0 

Hudson Corporate Center

  Nov. 2002  311,950  88.7  88.7  100.0 

NTT/Verio Premier Data Center

  Dec. 2002  130,752  100.0  100.0  100.0 
      
          

Subtotal

     1,145,182          
      
          

Year Ended December 31, 2003

                

Ardenwood Corporate Park

  Jan. 2003  307,657  100.0  80.7  —   

VarTec Building

  Jan. 2003  135,250  100.0  100.0  —   

ASM Lithography Facility

  May 2003  113,405  100.0  100.0  —   

AT&T Web Hosting Facility

  June 2003  250,191  50.0  50.0  —   

Brea Data Center

  Aug 2003  68,807  100.0  100.0  —   

Granite Tower

  Sept 2003  240,065  95.5  98.9  —   

Maxtor Manufacturing Facility

  Sept 2003  183,050  100.0  100.0  —   

Stanford Place II

  Oct 2003  364,408  85.7  79.8  —   
      
          

Subtotal

     1,662,833          
      
          

Year Ended December 31, 2004

                

100 Technology Center Drive

  Feb 2004  197,000  100.0  —    —   

Siemens Building

  April 2004  125,538  100.0  —    —   

Carrier Center

  May 2004  444,196  81.7  —    —   

Savvis Data Center

  May 2004  300,000  100.0  —    —   

Comverse Technology Building

  June 2004  386,956  100.0  —    —   

Webb at LBJ

  Aug 2004  365,449  89.0  —    —   

AboveNet Data Center

  Sept 2004  179,489  97.1  —    —   

eBay Data Center

  Oct 2004  62,957  100.0  —    —   

200 Paul Avenue

  Nov 2004  532,238  83.1  —    —   

1100 Space Park Drive

  Nov 2004  167,951  46.6  —    —   

Burbank Data Center

  Dec 2004  82,911  100.0  —    —   
      
          

Subtotal

     2,844,685          
      
          

Total

     5,652,700          
      
          

Acquired Properties

 

Metropolitan

Area

 Acquisition
date
 Redevelopment
Space(1)
 Net Rentable
Square Feet
excluding
redevelopment
space
 Square Feet
including
redevelopment
space
 Occupancy
Rate
December 31,
2005(2)
 

Balance at December 31, 2002

   19,890 1,125,292 1,145,182 

Year Ended December 31, 2003

      

34551 Ardenwood Boulevard 1-4

 Silicon Valley Jan. 2003 —   307,657 307,657 100.0%

2440 Marsh Lane

 Dallas Jan. 2003 —   135,250 135,250 100.0 

2010 East Centennial Circle

 Phoenix May 2003 —   113,405 113,405 100.0 

375 Riverside Parkway

 Atlanta June 2003 123,891 126,300 250,191 100.0 

3300 East Birch Street

 Los Angeles Aug. 2003 —   68,807 68,807 100.0 

4055 Valley View Lane

 Dallas Sept. 2003 —   240,065 240,065 94.3 

47700 Kato Road & 1055 Page Avenue

 Silicon Valley Sept. 2003 —   183,050 183,050 100.0 

7979 East Tufts Avenue

 Denver Oct. 2003 —   366,184 366,184 89.0 
         

Subtotal

   123,891 1,540,718 1,664,609 

Year Ended December 31, 2004

      

100 Technology Center Drive

 Boston Feb. 2004 —   197,000 197,000 100.0 

4849 Alpha Road

 Dallas April 2004 —   125,538 125,538 100.0 

600 West Seventh Street

 Los Angeles May 2004 59,319 430,759 490,078 90.8 

2045 & 2055 LaFayette Street

 Silicon Valley May 2004 —   300,000 300,000 100.0 

100 & 200 Quannapowitt Parkway

 Boston June 2004 —   386,956 386,956 100.0 

11830 Webb Chapel Road

 Dallas Aug. 2004 —   365,648 365,648 93.3 

150 South First Street

 Silicon Valley Sept. 2004 —   187,334 187,334 98.5 

3065 Gold Camp Drive

 Sacramento Oct. 2004 —   62,957 62,957 100.0 

200 Paul Avenue 1-4

 San Francisco Nov. 2004 37,630 494,608 532,238 95.8 

1100 Space Park Drive

 Silicon Valley Nov. 2004 85,542 82,409 167,951 94.9 

3015 Winona Avenue

 Los Angeles Dec. 2004 —   82,911 82,911 100.0 
         

Subtotal

   182,491 2,716,120 2,898,611 

Year Ended December 31, 2005

      

833 Chestnut Street

 Philadelphia Mar. 2005 119,660 535,098 654,758 91.5 

1125 Energy Park Drive

 Minneapolis/St. Paul Mar. 2005 —   88,134 88,134 100.0 

350 East Cermak Road

 Chicago May 2005 263,208 870,183 1,133,391 92.2 

8534 Concord Center Drive

 Denver June 2005 —   82,229 82,229 100.0 

2401 Walsh Street

 Silicon Valley June 2005 —   167,932 167,932 100.0 

200 North Nash Street

 Los Angeles June 2005 —   113,606 113,606 100.0 

2403 Walsh Street

 Silicon Valley June 2005 —   103,940 103,940 100.0 

4700 Old Ironsides Drive

 Silicon Valley June 2005 —   90,139 90,139 100.0 

4650 Old Ironsides Drive

 Silicon Valley June 2005 —   84,383 84,383 100.0 

731 East Trade Street

 Charlotte Aug. 2005 —   40,879 40,879 100.0 

113 North Myers

 Charlotte Aug. 2005 10,501 18,717 29,218 100.0 

125 North Myers

 Charlotte Aug. 2005 13,242 12,151 25,393 85.8 

Paul van Vlissingenstraat 16

 Amsterdam, Netherlands Aug. 2005 —   112,472 112,472 62.0 

600-780 S. Federal

 Chicago Sept. 2005 —   161,547 161,547 84.1 

115 Second Avenue

 Boston Oct. 2005 55,569 12,500 68,069 —   

Chemin de l’Epinglier 2

 Geneva, Switzerland Nov. 2005 —   59,190 59,190 100.0 

251 Exchange Place

 Northern Virginia Nov. 2005 —   70,982 70,982 100.0 

7500 & 7520 Metro Center Drive

 Austin Dec. 2005 74,962 45,000 119,962 100.0%

3 Corporate Place

 New York Dec. 2005 283,124 —   283,124 —   
         

Subtotal

   820,266 2,669,082 3,489,348 
         

Total

   1,146,538 8,051,212 9,197,750 
         

(1)

Redevelopment space requires significant capital investment in order to develop data center facilities that are ready for use. Most often this is shell space. However, in certain circumstances this may include

partially built data center space that was not completed by previous ownership and requires a large capital investment in order to build out the space.

(2)Occupancy rates exclude redevelopment space.

Comparison of the Year Ended December 31, 2005 to the Year Ended December 31, 2004 and comparison of the Year Ended December 31, 2004 to the Year Ended December 31, 2003

Portfolio

As of December 31, 2004,2005, our portfolio consisted of 43 properties with an aggregate of 8.1 million net rentable square feet excluding 1.1 million square feet held for redevelopment compared to a portfolio consisting of 24 properties with an aggregate of 5.75.4 million net rentable square feet compared toexcluding space held for redevelopment as of December 31, 2004 and a portfolio consisting of 13 properties with an aggregate of 2.82.7 million net rentable square feet excluding space held for redevelopment as of December 31, 2003. The increase in our portfolio reflects the acquisition of eleven11 properties with an aggregate of approximately 2.9 million net rentable square feet in 2004 bringingand 19 properties in 2005.

Revenues

   Year Ended December 31,  Change  Percentage Change 
   2005  2004  2003  2005 v 2004  2004 v 2003  2005 v 2004  2004 v 2003 

Rental

  $164,219  $89,108  $50,099  $75,111  $39,009  84.3% 77.9%

Tenant reimbursements

   37,454   16,229   8,661   21,225   7,568  130.8% 87.4%

Other

   7,136   1,784   4,328   5,352   (2,544) 300.0% (58.8%)
                           

Total Revenues

  $208,809  $107,121  $63,088  $101,688  $44,033  94.9% 69.8%
                           

As shown by the total numbersame space and new properties table shown below, the increases in rental revenues and tenant reimbursement revenues in the year ended December 31, 2005 compared to 2004 were primarily due to our acquisitions of properties from 13 as of December 31, 2003leading to 24 as of December 31, 2004.

Totala higher portfolio size in later years. These factors also caused the increases in rental revenues increased $44.0 million, or 69.7%, to $107.1 million forand tenant reimbursements in the year ended December 31, 2004 compared to $63.1 million2003. Other revenues changes in the years presented were primarily due to varying tenant termination revenues. We acquired 19, 11 and eight properties during the years ended December 31, 2005, 2004 and 2003 respectively.

The following table shows total revenues for new properties (properties that were not owned for each of the full years ended December 31, 2005 and 2004) and same space properties (in thousands).

   

Same space

Year Ended December 31,

  

New properties

Year Ended December 31,

   2005  2004  Change  2005  2004  Change

Rental

  $62,007  $61,929  $78  $102,212  $27,179  $75,033

Tenant reimbursements

   12,015   10,513   1,502   25,439   5,716   19,723

Other

   561   1,745   (1,184)  6,575   39   6,536
                        

Total Revenues

  $74,583  $74,187  $396  $134,226  $32,934  $101,292
                        

Same space tenant reimbursement revenues increased in the year ended December 31, 2003. Rental revenue2005 compared to 2004 primarily as a result of increased $39.0 million, or 77.8%,operating expenses leading to $89.1 million forhigher tenant reimbursement income and favorable outcomes of tenant reimbursement billings in 2005. Same space other revenues decreased in 2005 compared to 2004 as a result of decreased termination fee revenues.

Expenses

   Year Ended December 31,  Change  Percentage Change 
   2005  2004  2003  2005 v 2004  2004 v 2003  2005 v 2004  2004 v 2003 

Rental property operating and maintenance

  $43,157  $18,974  $8,624  $24,183  $10,350  127.5% 120.0%

Property taxes

   21,867   9,334   4,688   12,533   4,646  134.3% 99.1%

Insurance

   2,804   1,875   626   929   1,249  49.5% 199.5%

Interest

   39,122   24,461   10,091   14,661   14,370  59.9% 142.4%

Asset management fees to related party

   —     2,655   3,185   (2,655)  (530) (100.0%) (16.6%)

Depreciation and amortization

   62,232   31,398   16,295   30,834   15,103  98.2% 92.7%

General and administrative

   12,615   21,017   329   (8,402)  20,688  (40.0%) 6,288.1%

Net loss from early extinguishment of debt

   1,021   283   —     738   283  260.8% (100.0%)

Other

   1,634   2,805   2,459   (1,171)  346  (41.7%) 14.1%
                           

Total expenses

  $184,452  $112,802  $46,297  $71,650  $66,505  63.5% 143.6%
                           

As shown in the same space expense and new properties table below, total expenses in the year ended December 31, 2005 increased compared to 2004 primarily as a result of higher operating expenses following acquisition of properties. The increase in total expenses in the year ended December 31, 2004 compared to $50.1 million for the year ended December 31, 2003. Revenues from tenant reimbursements increased $7.5 million, or 86.2%, to $16.2 million for the year ended December 31, 2004 compared to $8.7 million for the year ended December 31, 2003. The increase in rental and tenant reimbursements revenue was primarily due to the eleven properties added to our portfolio during 2004 along with a full year of revenue earned in 2004 attributed to our 2003 acquisitions.

The decrease in other revenue of $2.5 million, or 58.1%, to $1.8 million for the year ended December 31, 2004 compared to $4.3 million for the year ended December 31, 2003 was primarily due to a decrease in early lease termination fees.

Total expenses increased $66.5 million, or 143.6%, to $112.8 million for the year ended December 31, 2004 compared to $46.3 million for the year ended December 31, 2003. The increase in total expenses was primarily due to eleven properties being added to our portfolio during 2004 along with a full year of expenses incurred in 2004 for our 2003 acquisitions resulting in increases in rental property operating and maintenance expense, interest expense, depreciation and amortization expense and general and administrative expense. The increase in total expenses was also due to expenses incurred in connection with the completion of our IPO and the related formation transactions.

Rental property operating and maintenance expense increased $10.4 million, or 120.9%, to $19.0 million The following table shows expenses for new properties (properties that were not owned for each of the yearfull years ended December 31, 2004 compared to $8.6 million for the year ended December 31, 2003. 2005 and 2004) and same space properties (in thousands).

   

Same space

Year Ended December 31,

  

New properties

Year Ended December 31,

   2005  2004  Change  2005  2004  Change

Rental property operating and maintenance

  $14,251  $12,278  $1,973  $28,906  $6,696  $22,210

Property taxes

   6,622   7,206   (584)  15,245   2,128   13,117

Insurance

   735   1,047   (312)  2,069   828   1,241

Interest

   18,740   16,467   2,273   20,382   7,994   12,388

Depreciation and amortization

   22,004   21,876   128   40,228   9,522   30,706

Net loss from early extinguishment of debt

   150   135   15   871   148   723

Other

   314   2,690   (2,376)  1,320   115   1,205
                        

Total property related expenses

   62,816   61,699   1,117   109,021   27,431   81,590

Asset management fees to related party(1)

   —     2,655   (2,655)  —     —     —  

General and administrative(1)

   12,615   21,017   (8,402)  —     —     —  
                        
  $75,431  $85,371  $(9,940) $109,021  $27,431  $81,590
                        

(1)Asset management fees to related party and general and administrative expenses are included in same store as they are not allocable to specific properties.

Rental property operating and maintenance expenses included $1.1 million and $0.4 million in 2004 and 2003, respectively,amounts paid to affiliates of CB Richard Ellis Investors for property management and other fees. The increase isfees of $1.2 million, $1.1 million and $0.4 million in the years ended December 31, 2005, 2004 and 2003, respectively. Same space rental property and maintenance expenses increased in 2005 compared to 2004 primarily dueas a result of utility rate increases in the Dallas region.

Property taxes increases in the years presented were primarily a result of new properties acquired in later years leading to the acquisition of the 11 properties described above.

Interest expense increased $14.4 million, or 142.6%, to $24.5 million fora larger expense. Same space property taxes decreased in the year ended December 31, 20042005 compared to $10.1 million for2004 primarily due to a favorable outcome of appealing a property tax amount at 4055 Valley View Lane.

Insurance expense increases in the years presented was primarily a result of new properties acquired in later years leading to a larger expense. Same space insurance decreased in the year ended December 31, 2003. The increase was2005 compared to 2004 primarily as a result of more favorable insurance rates on our properties following a more established insurance history and claim pattern of properties under our ownership.

Interest expense increases were associated with new mortgage and other secured debt incurred primarily in connection with the properties added to our portfolio. Interest expense also included $3.1 million of amortization of deferred financing costs related to notes payable under our bridge loan. The increase in interest related to property acquisitions in all years presented was partially offset by a reduction in interest related to loans repaid or refinanced in connection with the completion of our IPO.

Depreciation and amortizationrefinanced. Same space interest expense increased $15.1 million, or 92.6%, to $31.4 million for the year ended December 31, 2004in 2005 compared to $16.3 million for2004 primarily because the year ended December 31, 2003. The increase is primarily due to the acquisition of the eleven properties along with a full year of depreciation and amortization incurred in 2004 for our 2003 acquisitions.

General and administrative expense increased $20.7 million to $21.0 million for the year ended December 31, 2004 compared to $0.3 million for the year ended December 31, 2003. The increase was primarily due to $17.9 million of compensation expense recordedinterest rates obtained on interest rate swaps upon completion of our IPO related to fully-vested long-term incentive units granted in connection withNovember 2004 were higher than interest rates prevailing throughout 2004. This effect was partially offset by the IPO and due to general and administrative expenses incurred fromrepayment of $22.0 million of a mezzanine loan in November 3, 2004 through December 31, 2004. Prior to the completion of our IPO, general and administrative expenses were incurred by our Predecessor’s related party asset manager and our Predecessor

incurred an asset management fee, which is included separately in our combined statement of operations. Additionally, as a public company, we are incurring significant legal, accounting and other costs related to corporate governance, Securities and Exchange Commission reporting and other public company overhead. In addition, in 2004, we also incurred title insurance and consulting costs related to our IPO that were not considered offering costs or costs that could be capitalized. Accordingly, they were expensed in full in 2004. We expect to continue to incur significant general and administrative expenses as we internalize our accounting functions, partially related to increased headcount.

Other expenses are primarily comprised of write-offs of the carrying amounts for deferred tenant improvements, acquired in place lease value and acquired above and below market lease values as a result of the early termination of tenant leases. The total amount of such write-offs for the year ended December 31, 2004 is comparable to the total for the year ended December 31, 2003 despite the decrease in lease termination revenue, because not all 2004 early terminations resulted in termination fees.

2005.

For the years ended December 31, 2004 and 2003 the monthly asset management fee to a related party was based on a fixed percentage of capital commitments by the investors in GI Partners, a portion of which was allocated to the Company Predecessor. Effective as of the completion of our IPO, no such fees are allocated to us.

ComparisonDepreciation and amortization expense increases were primarily due to our acquisitions of Year Endedproperties leading to a higher portfolio size in later years. We acquired 19, 11 and 8 properties during the years ended December 31, 2005, 2004 and 2003 respectively.

The changes in general and administrative expenses for the years presented was caused by higher expenses in 2005 offset by $17.9 million of compensation expense recorded upon completion of our IPO related to Year Ended December 31, 2002fully vested long-term incentive units granted in connection with the IPO in 2004. As a public company, we are incurring significant legal, accounting and other costs related to corporate governance, Securities and Exchange Commission reporting and other public company overhead. We incurred higher general and administrative expenses as we internalized our accounting functions in 2005, partially related to increased staff necessary to manage the growth of operations. In addition we incurred expenses related to compliance with the requirements of the Sarbanes Oxley Act. Prior to the completion of our IPO, general and administrative expenses were incurred by our Predecessor’s related party asset manager and our Predecessor incurred an asset management fee, which is included separately in the combined statement of operations.

AsNet loss from early extinguishment of December 31, 2003, our portfolio consisteddebt related to prepayment costs and the write offs of 13 properties with an aggregateunamortized deferred financing costs when we prepaid loans. The net loss from early extinguishment of approximately 2.8 million net rentable square feet compared to a portfolio consisting of five properties with an aggregate of approximately 1.1 million net rentable square feet as of December 31, 2002. The increasedebt increased in our portfolio reflects the acquisition of eight properties with an aggregate of approximately 1.7 million net rentable square feet.

Total revenue increased $37.5 million, or 146.5%, to $63.1 million for the year ended December 31, 20032005 compared to $25.6 million for the year ended December 31, 2002. Rental revenue increased $28.9 million, or 136.3%, to $50.1 million for the year ended December 31, 2003 compared to $21.2 million for the year ended December 31, 2002. Revenues from tenant reimbursements increased $4.8 million, or 123.1%, to $8.7 million for the year ended December 31, 2003 compared to $3.9 million for the year ended December 31, 2002. The increase2004 as a result of higher loan prepayments. There were no loan prepayments in rental and tenant reimbursement revenues was primarily due to the properties added to our portfolio during the latter part of 2002 and the year ended December 31, 2003. Other revenues increased $3.8 million to $4.3 million for the year ended December 31, 2003 compared to $0.5 million for the year ended December 31, 2002. This increase was primarily due to an early lease termination fee recognized during the year ended December 31, 2003.

Total expenses increased $20.9 million, or 82.3%, to $46.3 million for the year ended December 31, 2003 compared to $25.4 million for the year ended December 31, 2002. The increase was primarily due to the increase in expenses related to properties added to our portfolio during the latter part of 2002 and the year ended December 31, 2003. The increase in total expenses includes an increase in interest expense of $4.9 million to $10.1 million for the year ended December 31, 2003 compared to $5.2 million for the year ended December 31, 2002 associated with new mortgage and other secured debt incurred in connection with the properties in our portfolio. Other expenses of $2.5 million and $1.2 million for the years ended December 31, 2003 and 2002, respectively,are primarily consistcomprised of write-offs of the carrying amounts for deferred tenant improvements, acquired in place lease value and acquired above and below market lease values as a result of the early termination of tenant leases in each year. Duringleases. Other expenses during the years presented varied as a result of the level of terminations and the carrying values of the assets associated with the leases that terminated early. Same store other expenses decreased in the year ended December 31, 2003 and 2002, the asset management fee2005 compared to 2004 primarily as a related party remained constant as this fee was based on a fixed percentageresult of capital commitments by the investors in GI Partners, a portion of which have been allocated to the Digital Realty Predecessor.

reduced write off or assets following tenant terminations.

Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

As of December 31, 2004,2005, we had $4.6$10.9 million of cash and cash equivalents, excluding $14.2$22.1 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 and leasing reserves.

deposits.

Our short term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, dividend payments on our series A and series B preferred stock, which were issued on February 9, 2005 and July 26, 2005, respectively, dividend payments to our stockholders and distributions to our unitholders in the operating partnership required to maintain our REIT status, 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 the proceeds of the offering of our series A preferred stock, which was completed on February 9, 2005, and by drawing upon our unsecured credit facility.

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements. As of December 31, 2004, we had commitments under leases in effect for $1.8 million of tenant improvement costs and leasing commissions, including $1.6 million in 2005 and $0.2 million in 2006. We also expect to incur costs of recurring capital improvements for our properties. Our nonrecurring capital expenditures are discretionary and vary substantially from period to period. 833 Chestnut Street, which we acquired in March 2005, contains 107,563 square feet of vacant space in shell condition. Lakeside Technology Center, which we are under contact to acquire, contains approximately 250,000 square feet of additional vacant space in shell condition. Depending on demand in these buildings, we may incur significant tenant improvement costs to build these spaces out.

As of December 31, 2004, we owned approximately 197,310 net rentable square feet of data center space with extensive installed tenant improvements that we may convert to multi-tenant colocation use during the next two years rather than lease such space to large single tenants. We estimate that the cost to convert this space will be approximately $10 - $15 per square foot, on average. We may also spend additional amounts in the next two years related to the build-out of unimproved space for colocation use, depending on tenant demand; however, we currently have no commitments to do so. The cost to build out such unimproved space will vary based on the size and condition of the space.

In connection with the consummation of our IPO on November 3, 2004, our operating partnership entered intohas a new $200.0$350 million unsecured revolving credit facility.facility (with the option to further increase the unsecured revolving credit facility to $500 million subject to receipt of lender commitments and satisfaction of other conditions). Borrowings under thethis facility currently bear interest at a rate based on LIBOR plus a premiummargin ranging from 1.375%1.250% to 1.750%1.625%, depending on our operating partnership’s overall leverage.leverage, which margin was 1.50% as of December 31, 2005. The unsecured revolving credit facility matures in November 2007,October 2008, subject to a one-year extension option.option that we may exercise if certain conditions are met. The amended unsecured revolving credit facility has a $150.0 million sub-facility for foreign exchange advances in Euros and British Sterling. We intend to use available borrowings under the amended unsecured revolving credit facility to, among other things, finance the acquisition of future properties, (including, potentially, the right of first offer properties), to fund tenant improvements and capital expenditures, and to provide for working capital and other corporate purposes.

Financing transactions in 2005

On November 10, 2005 we prepaid the outstanding balance of $25.6 million on our 600 West Seventh Street property mortgage. No prepayment fees were incurred as a result of this prepayment.

On November 9, 2005, we prepaid the outstanding balance of $22.0 million for the mezzanine loan on our 34551 Ardenwood Boulevard 1-4, 2334 Lundy Place and 2440 Marsh Lane properties. No prepayment fees were incurred as a result of this prepayment.

On October 4, 2005 we refinanced the mortgage related to our 200 Paul Avenue 1-4 property which resulted in a new loan for $81.0 million at an interest rate of 5.74% which matures on October 8, 2015. Also in October 2005, we terminated the interest rate swap related to this loan and received cash of approximately $0.4 million.

On July 26, 2005, we completed the offering of approximately 5.9 million shares of common stock for total net proceeds, after underwriting discounts and estimated expenses, of $97.8 million, including the proceeds from the exercise of the underwriters’ over-allotment option. Concurrently, we completed the offering of approximately 2.5 million shares of 7.875% Series B cumulative redeemable preferred stock (liquidation preference of $25.00 per share) for total net proceeds, after underwriting discounts and estimated expenses, of $60.5 million, including the proceeds from the exercise of the underwriters’ over-allotment option. We used the net proceeds from the concurrent offerings to reduce borrowings under our unsecured credit facility, to acquire properties and for general corporate purposes.

In February 2005, we completed the offering of 4.14 million shares of our 8.5%8.50% series A preferred stock for total net proceeds, after underwriting discounts and estimated expenses, of $99.3 million, including the proceeds from the exercise of the underwriters’ over-allotment option. We used the net proceeds from this offering to reduce borrowings under our unsecured credit facility, acquire two properties in March 2005 as described below and for investment and general corporate purposes.

In March

During the year ended December 31, 2005 we completedpurchased the acquisition of two properties,following properties:

Property

  

Metropolitan Area

  Date acquired  Associated
mortgage debt
($ millions)
  Purchase price
($ millions)

833 Chestnut Street

  Philadelphia  Mar. 2005    $59.0

1125 Energy Park Drive

  Minneapolis/St. Paul  Mar. 2005   9.7   15.6

350 East Cermak Road

  Chicago  May 2005   100.0   141.6

8534 Concord Center Drive

  Denver  June 2005     16.5

2401 Walsh Street

  Silicon Valley  June 2005     27.4

200 North Nash Street

  Los Angeles  June 2005     18.6

2403 Walsh Street

  Silicon Valley  June 2005     18.3

4700 Old Ironsides Drive

  Silicon Valley  June 2005     16.4

4650 Old Ironsides Drive

  Silicon Valley  June 2005     11.8

731 East Trade Street

  Charlotte  Aug. 2005   6.1   7.2

113 North Myers

  Charlotte  Aug. 2005     4.7

125 North Myers

  Charlotte  Aug. 2005     5.3

Paul van Vlissingenstraat 16

  Amsterdam, Netherlands  Aug. 2005     17.3

600-780 S. Federal

  Chicago  Sept. 2005     39.0

115 Second Avenue

  Boston  Oct. 2005     14.3

Chemin de l’Epinglier 2

  Geneva, Switzerland  Nov. 2005     12.2

251 Exchange Place

  Northern Virginia  Nov. 2005     12.9

7500 & 7520 Metro Center Drive

  Austin  Dec. 2005     13.5

3 Corporate Place

  New York  Dec. 2005     14.7
            
      $115.8  $466.3
            

The purchase price for the 833 Chestnut Street in Philadelphia, Pennsylvania and MAPP Building in Minneapolis, Minnesota. The aggregate purchase price for these1125 Energy Park Drive properties was approximately $74.6 million, which was paid from the proceeds of our offering of series A preferred stock described above.above along with the assumption of a $9.7 million mortgage loan on the 1125 Energy Park Drive Building. To finance the 350 East Cermak Road purchase we borrowed $100.0 million in the form of a mortgage on the property and also borrowed $35.0 million under our unsecured credit facility.

We acquired 8534 Concord Center Drive from GI Partners. The purchase price of approximately $16.5 million was determined through negotiations between us and GI Partners and was less than the value determined by an independent third party appraiser retained in connection with the acquisition. We funded the purchase price with borrowings under the credit facility. We completed the acquisition of 2401 Walsh Street, 200 North Nash Street, 2403 Walsh Street, 4700 Old Ironsides Drive and 4650 Old Ironsides Drive for a combined purchase price of approximately $92.5 million, which we borrowed under our unsecured credit facility.

Future uses of cash

On January 25, 2006 we purchased a property in Carrollton, Texas for $16.2 million.

On February 6, 2006 we purchased a property in Dublin, Ireland for €5.2 million ($6.3 million at the rate of exchange at the date of purchase) including $0.4 million in Stamp Duty Tax. We also paid an additional $0.8 million in Value Added Tax which we expect to recover in the first quarter of 2006.

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements. As of December 31, 2005, we had commitments under leases in effect for $30.0 million of tenant improvement costs and leasing commissions all of which we expect to incur in 2006.

As of December 31, 2005 we have identified from our existing properties approximately 1.1 million square feet of shell condition space as redevelopment space and we also owned approximately 264,000 net rentable

square feet of data center space with extensive installed tenant improvements that we may subdivide for multi-tenant turn-key data center use during the next two years rather than lease such space to large single tenants. Turn-Key Data Center space is move-in-ready space for the placement of computer and network equipment required to provide a data center environment. We had leased approximately 123,000 square feet of this space at December 31, 2005. Depending on demand in these buildings, we may incur significant tenant improvement costs to build out and redevelop these spaces.

As of March 7, 2006 we also have signed purchase agreements over the following properties. As we are completing due diligence over these potential acquisitions we can give no assurance that we will complete the purchase of these properties:

 

a property located in Toronto, Canada for approximately $16.0 million

In March

a property located in Atlanta for approximately $25.3 million.

On December 3, 2005 we entered into aterminated share purchase and sale agreementagreements to acquire Lakeside100% of the shares of two German entities which together own IBM Technology CenterPark, an approximately 80 acre technical campus located near Mainz, Germany containing 11 buildings with a total of approximately 1.5 million net rentable square feet. The terminated share purchase agreements provided for an aggregate purchase price, excluding expenses, for 100% of the shares in the two entities of approximately $142.6 million. The seller€77.4 million (approximately $93.4 million based on the rate of exchange on March 15, 2006). We are still in discussions with the owner of this property but there can earn an additional $20.0 million by obtaining a changebe no assurance that we will acquire this property in the real estate tax classification priorfuture or if we do so that the price will be similar to December 31, 2006. the terminated agreements.

We are also entered into a separate purchasesubject to the commitments discussed below under “Commitments and sale agreement to acquire Printers’ Square in Chicago, Illinois for an aggregate purchase price of approximately $37.5 million. We initially intend to fund the purchase pricesContingencies” and the contingent fee, if applicable, with borrowings under our unsecured credit facility, or a combination of borrowings under the credit facility and secured long-term debt.Off-Balance Sheet Arrangements.

We expect to meet our long-term liquidity requirements 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. We also may fund future property acquisitions and non-recurring capital improvements using our unsecured credit facility pending permanent financing. We are currently in negotiations with the lenders under our unsecured credit facility to increase the size of the facility.

Distributions

We are required to distribute 90% of our REIT taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to preferred stockholders, common stockholders and unit holders from cash flow from operating activities. All such distributions are at the discretion of our board of directors. We may be required to use borrowings under the credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. 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 status as a REIT.

On December 14,

In 2005 and 2004, we have declared a dividend to common stockholders of recordthe following dividends:

Date dividend and
distribution declared

 

Share class

 Dividend and
distribution
amount
per share
 Period covered 

Dividend and
distribution
payable date

 Annual equivalent
rate of dividend
and distribution
per share
 Dividend and
distribution
amount (in
thousands)

November 8, 2005

 Series A Preferred Stock $0.53125 October 1, 2005 to
December 31, 2005
 December 30, 2005 to shareholders on record on December 15, 2005. $2.125 $2,199

November 8, 2005

 Series B Preferred Stock $0.49219 October 1, 2005 to
December 31, 2005
 December 30, 2005 to shareholders on record on December 15, 2005. $1.969  1,246

November 8, 2005

 Common stock and operating partnership common units and long term incentive units. $0.26500 October 1, 2005 to
December 31, 2005
 January 13, 2006 to shareholders on record on December 30, 2005. $1.060  15,639

August 9, 2005

 Series A Preferred Stock $0.53125 July 1, 2005 to
September 30, 2005
 September 30, 2005 to shareholders on record on September 15, 2005. $2.125  2,199

August 9, 2005

 Series B Preferred Stock $0.35547 July 26, 2005 to
September 30, 2005
 September 30, 2005 to shareholders on record on September 15, 2005. $1.969  900

August 9, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 July 1, 2005 to
September 30, 2005
 September 30, 2005 to shareholders on record on September 15, 2005. $0.975  14,338

May 16, 2005

 Series A Preferred Stock $0.53125 April 1, 2005 to June
30, 2005
 June 30, 2005 to shareholders on record on June 15, 2005. $2.125  2,199

May 16, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 April 1, 2005 to June
30, 2005
 June 30, 2005 to shareholders on record on June 15, 2005. $0.975  12,905

February 14, 2005

 Series A Preferred Stock $0.30694 February 9, 2005 to
March 31, 2005
 March 31, 2005 to shareholders on record on March 15, 2005. $2.125  1,271

February 14, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 January 1, 2005 to
March 31, 2005
 March 31, 2005 to shareholders on record on March 15, 2005. $0.975  12,905

December 14, 2004

 Common stock and operating partnership common units and long term incentive units. $0.15632 November 3, 2004 to
December 31, 2004
 January 14, 2005 to shareholders on record on December 31, 2004. $0.975  8,276

Total 2005 dividends and our operating partnershipdistributions declared a distribution to common share unit holders of record, in each case as of December 31, 2004, totaling approximately $8.3 million, or $0.156318 per common share, common unit and long-term incentive unit, covering the period from the consummation of our IPO on November 3, 2004 through December 31, 2004. The dividend and distribution were paid on January 14, 2005. The dividend was equivalent to an annual rate of $0.975 per common share and unit, including long-term incentive units, which achieved full parity with common units on February 9, 2005.2005:

 

   Declared in 2004  Declared in 2005  Total

Series A Preferred Stock

   —     7,868   7,868

Series B Preferred Stock

   —     2,146   2,146

Common stock and operating partnership common units and long term incentive units

   8,276   55,787   64,063
            
  $8,276  $65,801  $74,077
            

On February 14, 2005, we declared a dividend on our series A preferred stock of $0.30694 per share for the period from February 9, 2005 through March 31, 2005, payable on March 31, 2005 to the holders of record on March 15, 2005. The dividend is equivalent to an annual rate of $2.125 per preferred share.

On February 14, 2005, we also declared a dividendAll dividends paid on our common and preferred stock and caused our operating partnership to declare a distribution on its common units, of $0.24375 per share, covering the period from January 1,in 2005 through March 31, 2005. The dividend is equivalent to an annual rate of $0.975 per common share and common unit.

were classified as ordinary income for income tax purposes.

Contractual Commitments and Contingencies

The following table summarizes our contractual obligations as of December 31, 2004,2005, including the maturities and scheduled principal on our secured debt and unsecured credit facility debt, and provides information about the commitments due in connection with our ground lease,leases, tenant improvement and leasing commissions (in thousands):

 

Obligation


  Total

  2005

  2006-2007

  2008-2009

  Thereafter

Long-term debt principal payments(1)

  $519,498  $15,692  $216,495  $143,936  $143,375

Ground lease(2)

   10,786   241   482   482   9,581

Tenant improvements and leasing commissions

   1,792   1,570   222   —     —  
   

  

  

  

  

Total

  $532,076  $17,503  $217,199  $144,418  $152,956
   

  

  

  

  

Obligation

  Total  2006  2007-2008  2009-2010  Thereafter

Long-term debt principal payments(1)

  $746,872  $75,306  $294,108  $145,640  $231,818

Interest payable(2)

   212,590   42,824   74,251   32,051   63,464

Ground leases(3)

   21,240   407   814   814   19,205

Operating lease

   2,432   358   719   794   561

Tenant improvements and leasing commissions

   29,998   29,998   —     —     —  
                    
  $1,013,132  $148,893  $369,892  $179,299  $315,048
                    


(1)Includes $44.0$181.0 million of borrowings under our unsecured credit facility, which maturesis due to mature in November 2007.October 2008 and excludes $2.2 million of loan premiums.
(2)Interest payable is based on the interest rate in effect on December 31, 2005 including the effect of interest rate swaps. Interest payable excluding the effect of interest rate swaps is as follows (in thousands):

2006

  $43,896

2007-2008

   75,408

2009-2010

   32,086

Thereafter

   63,464
    
  $214,854
    

(3)This is comprised of ground lease payments on 2010 East Centennial Circle, Chemin de l’Epinglier 2 and Paul van Vlissingenstraat 16. After February 2036, rent for the remaining term of the ASM Lithography Facility2010 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. 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 Chemin de l’Epinglier 2 and Paul van Vlissingenstraat 16 amounts are translated at the December 31, 2005 exchange rate of $1.32 per Swiss Franc and $1.18 per € 1.00, respectively.

Paul van Vlissingenstraat 16 is subject to an operating ground lease of approximately $3,000 per month expiring in April 2054. We are obligated to pay the seller of the 350 East Cermak Road a contingent fee of up to $20.0 million in the event a new real estate tax classification for the property is obtained prior to December 31, 2006. We have also agreed with the seller to share a portion, not to exceed $135,000 per month, of rental

revenue, adjusted for our costs to lease the premises, from the lease of the 263,000 square feet of space held for redevelopment. This revenue sharing agreement will terminate in May 2013. As part of the acquisition of Paul van Vlissingenstraat 16, we entered into an agreement with the seller, whereby, for twelve months from the execution of the purchase and sale agreement, our purchase price may increase dependant upon future leasing activity as a result of actions by the seller. The amount of the potential commitment is not currently quantifiable as it is based on a 10% cap rate on the incremental operating income from qualifying new leases that are closed or binding during the participation period. We have no liability for these contingent liabilities on our balance sheet at December 31, 2005.

We are party to interest rate swap agreements with Keybank National Association and Bank of America for approximately $140.3$192.9 million of our variable rate debt of which $140.2 million was outstanding as of December 31, 2004.2005. Under these swaps, we receive 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.”

Outstanding Consolidated Indebtedness

The table below summarizes our debt, at December 31, 2005 (in millions):

Debt Summary:

  

Fixed rate

  $355.4 

Variable rate—hedged by interest rate swaps

   192.9 
     

Total fixed rate

   548.3 

Variable rate—unhedged

   198.6 
     

Total

   746.9 
     

Percent of Total Debt:

  

Fixed rate (including swapped debt)

   73.4%

Variable rate

   26.6%
     

Total

   100.0%
     

Effective Interest Rate at December 31, 2005

  

Fixed rate (including swapped debt)

   5.79%

Variable rate—unhedged

   5.91%

Effective interest rate

   5.82%

At December 31, 2004,2005, we had approximately $519.5$746.9 million of outstanding consolidated long-term debt as set forth in the table below.above. Our ratio of debt to total market capitalization was approximately 42.1%33% (based on the closing price of our common stock on December 31, 20042005 of $13.47). As of December 31, 2004 approximately $258.0 million of our outstanding long-term debt is variable rate debt: however, we have interest rate swap agreements for approximately $140.2 million of our variable rate debt leaving $117.8 million as unhedged variable debt. As a result, approximately 77.3% of our total indebtedness was subject to fixed interest rates and 22.7% to variable interest rates as of December 31, 2004.

The table below summarizes our debt, at December 31, 2004 (in millions):

Debt Summary:

     

Fixed rate

  $261.5 

Variable rate—hedged by interest rate swaps

   140.2 
   


Total fixed rate

   401.7 

Variable rate—unhedged

   117.8 
   


Total

  $519.5 
   


Percent of Total Debt:

     

Fixed rate

   77.3%

Variable rate

   22.7%
   


Total

   100%
   


Effective Interest Rate at End of Year

     

Fixed rate

   5.68%

Variable rate—unhedged

   5.57%

Effective interest rate

   5.66%

$22.63. The variable rate debt shown above bears interest at an interest rate based on 1-month, 3-month and 6-monthvarious LIBOR rates ranging from one to twelve months, depending on the agreement governing the debt. The debt secured by our properties at December 31, 20042005 had a weighted average term to initial maturity of approximately 5.0 years (approximately 5.7 years assuming exercise of extension options).

The following table sets forth informationUnsecured Credit Facility.At December 31, 2005 our operating partnership has an unsecured revolving credit facility with respectcommitments thereunder for $350.0 million (with the option to further increase the unsecured revolving credit facility to $500 million subject to receipt of lender commitments and satisfaction of other conditions). Borrowings under the revolving credit facility currently bear interest at a rate based on LIBOR plus margin ranging from 1.250% to 1.625%, depending on our indebtednessoperating partnership’s overall leverage, which margin was 1.50% as of December 31, 2004, but does not give effect to the approximately $140.2 million in interest rate swap agreements (in thousands):

Properties


  Interest Rate

  Principal
Amount


  Annual
Debt
Service(1)


  

Maturity Date


  Balance at
Maturity(2)


100 Technology Center Drive—Mortgage

  LIBOR + 1.70% $20,000  $820  Apr. 1, 2009  $20,000

200 Paul Avenue—Mortgage

  LIBOR + 3.17%  46,749   4,488  Jul. 1, 2006(3)   43,794

Ardenwood Corporate Park, NTT/Verio Premier Data Center, VarTec Building—Mortgage

  LIBOR + 1.59%  43,000   1,716  Aug. 9, 2006(4)   43,000

Ardenwood Corporate Park, NTT/Verio Premier Data Center, VarTec Building—Mezzanine

  LIBOR + 5.75%  22,000   1,793  Aug. 9, 2006(4)   22,000

AT&T Web Hosting Facility—Mortgage

  LIBOR + 1.85%  8,775   373  Dec. 1, 2006(3)   8,775

Camperdown House—Mortgage

  6.85%  22,672(5)  3,206  Oct. 31, 2009   13,479

Carrier Center—Mortgage

  LIBOR + 4.25%(6)  25,964   2,181  Nov. 11, 2007(7)   24,713

Granite Tower—Mortgage

  LIBOR + 1.20%  21,645   1,301  Jan. 1, 2009   19,530

Maxtor Manufacturing Facility—Mortgage

  LIBOR + 2.25%  17,965   1,235  Dec. 31, 2006(3)   17,186

Stanford Place II—Mortgage

  5.14%  26,000   1,336  Jan. 10, 2009   26,000

Univision Tower—Mortgage(8)

  6.04%  57,943   4,191  Nov. 6, 2009   54,075

eBay Data Center Bridge Loan

  LIBOR + 2.00%  7,950   42  Aug. 11, 2005   7,950

Secured Term Debt(9)

  5.65%  154,835   10,735  Nov. 11, 2014   128,765

Unsecured Credit Facility(10)

  LIBOR + 1.625%  44,000   2,204  Nov. 3, 2007   44,000
      


        

Total

     $519,498         $473,267
      


        


(1)Annual debt service for floating rate loans is calculated based on the 1-month, 3-month and 6-month LIBOR rates at December 31, 2004, which were 2.40%, 2.56% and 2.78%, respectively.
(2)Assuming no payment has been made on the principal in advance of its due date.
(3)Two one-year extensions are available.
(4)A 13-month extension and a one-year extension are available.
(5)Based on our hedged exchange rate of $1.6083 to £1.00.
(6)Subject to a 2.5% LIBOR floor.
(7)A one-year extension option is available.
(8)2005. The Univision Tower loan is also secured by a $5.0 million letter of credit.
(9)This amount represents mortgage debt secured by our interests in 36 Northeast Second Street, Brea Data Center, Comverse Technology Building, Hudson Corporate Center, Siemens Building, and Webb at LBJ. Each of the six loans are cross-collateralized by the six properties.
(10)The interest rate under our unsecured credit facility equals LIBOR plus a margin of between 1.375% to 1.750% based on our leverage ratio and also includes a base rate option of 0.375% - 0.750%. There is also a fee for the unused portion of the credit facility.

Unsecured Credit Facility. We have a three-year, $200.0 million unsecured revolving credit facility that expires November 3, 2007. Ourmatures in October 2008, subject to a one-year extension option, which we may exercise if certain conditions are met. The unsecured revolving credit facility has a borrowing limit based upon a percentage of the value of the unsecured properties included$150.0 million sub-facility for foreign exchange advances in the facility’s borrowing base. Approximately $44.0 million was drawn under this facility as ofEuros and British Sterling. At December 31, 2004 and approximately $53.92005 our operating partnership had outstanding $181.0 million of this credit facility remained available pursuant to the terms of this facility. Subsequent to the acquisitions of 833 Chestnut Street and MAPP Building, on March 17, 2005 there was approximately $26.0 million of the credit facility drawn and $71.9 million available for future borrowings. We intend to fund the purchase prices of Lakeside Technology Center and Printers’

Square with borrowings under the credit facility or a combination of borrowings under the credit facility and secured debt. We may be required to include Lakeside Technology Center and/or Printers’ Square in the unsecured borrowing base in order to borrow sufficient funds under the revolving credit facility. The unsecured credit facility has a one-year extension option. The credit facility contains covenants commonand $56.5 million was available for credit facilities of this type, including limitations on our and our subsidiaries’ ability to incur additional indebtedness, make certain investments or merge with another company, limitations on our ability to make distributions to our stockholders and other restricted payments, and requirements for us to maintain financial coverage ratios and maintain a pool of unencumbered assets.use.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist ofAt December 31, 2005 we were a party to interest rate cap agreements in connection with certain of our indebtedness a currency fluctuation hedge arrangement in connection with our ownership of the Camperdown House property in London, England and interest rate swap agreements with KeybankKeyBank National Association and Bank of America related to $140.2$192.9 million of outstanding principal on our variable rate debt. See Item 7A “Quantitative and Qualitative Disclosures about Market Risk.”

We were also a party to a foreign currency forward sale contract in connection with our ownership of the 6 Braham Street property in London, England. We terminated this contract in January 2006 and received cash of approximately $0.7 million.

As of December 31, 2004,2005, GI Partners had $1.2 million of letters of credit outstanding that secure obligations relating to two of our properties, Carrier Center600 West Seventh Street and Stanford Place II.7979 East Tufts Avenue. These letters of credit were initially issued in lieu of making deposits required by a local utility and in lieu of establishing a restricted cash account on behalf of a lender. We are in the process of causing theseThese letters of credit to bewere transferred to us. We are currentlyus on January 1, 2006. Prior to this transfer, we were reimbursing GI Partners for the costs of maintaining the letters of credit, which payments are less than $5,000 per quarter. We currently have no other off-balance sheet arrangements.

Cash Flows

The following summary discussion of our cash flows is based on the consolidated and combined statements of cash flows in Item 8— “Financial Statements and Supplementary Data” 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, 2005 to Year Ended December 31, 2004 and Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003

CashThe following table shows cash flows and ending cash and cash equivalents were $4.6 million and $5.2 million atequivalent balances for the years ended December 31, 2005, 2004 and 2003, respectively.respectively (in thousands).

 

   Year Ended December 31,  Increase    
   2005  2004  2003  2005 v 2004  2004 v 2003 

Net cash provided from operations

  $82,848  $44,638  $27,628  $38,210  $17,010 

Net cash used in investing activities

   (480,815)  (371,277)  (213,905)  (109,538)  (157,372)

Net cash provided by financing activities

   404,340   326,022   187,873   78,318   138,149 
                     

Net increase (decrease) in cash and cash equivalents

  $6,373  $(617) $1,596  $6,990  $(2,213)
                     

Cash and cash equivalents at end of year

  $10,930  $4,557  $5,174  $6,373  $(617)
                     

NetThe increases in net cash provided by operating activities increased $17.0 million to $44.6 million for the year ended December 31, 2004 compared to $27.6 million for the year ended December 31, 2003. The increase was primarily due to revenues from the properties added to our portfolio which was partially offset by increased operating and interest expenses. We acquired 19, 11 and 8 properties during the increased interest expense incurred on the mortgageyears ended December 31, 2005, 2004 and other secured debt related to the acquired properties.

2003 respectively.

Net cash used in investing activities increased $157.4 millionprimarily consists of new properties acquired during the year. The increases in net cash used in investing activities were due to $371.3 million for the year ended December 31, 2004 comparedhigher expenditures to $213.9 million for the year ended December 31, 2003. The increase was primarily the resultacquire more properties in later years.

Net cash flows from financing activities consisted of the acquisition of eleven properties during the year ended December 31, 2004, which required a larger investment than the acquisitions of eight properties during the year ended December 31, 2003, and an increasefollowing amounts (in thousands).

   Year Ended December 31, 
   2005  2004  2003 

Net proceeds from borrowings

  $209,829  $134,087  $142,183 

Proceeds from issuance of stock

   258,265   230,798   —   

Dividend payments

   (58,440)  —     —   

Purchase of operating partnership units

   —     (91,862)  —   

Predecessor net contributions

   —     61,670   48,290 

Other

   (5,314)  (8,671)  (2,600)
             

Net cash provided by financing activities

  $404,340  $326,022  $187,873 
             

We experienced net borrowings in restricted cashall years as a result of our financing of new property acquisitions. Proceeds from issuance of stock related to our initial public offering in November 2004 and subsequent common and preferred stock offerings in February 2005 and July 2005.

Minority interest

Minority interests relate to the mortgage loans obtained during 2004.

Net cash providedinterests in the Operating Partnership that are not owned by financing activities increased $138.1 million to $326.0 million, for the year endedus, which, at December 31, 2004 compared2005, amounted to $187.9 million53.6% of the Operating Partnership Common Units. In conjunction with the our formation, GI Partners received common units, in exchange for contributing ownership interests in the year ended December 31, 2003. The increase was primarily duePredecessor’s properties to $230.8 millionthe Operating Partnership. Also in connection with acquiring real estate interests owned by third parties, the Operating Partnership issued common units to those sellers. Limited partners who acquired common units in the formation transactions have the right, commencing on or after January 3, 2006, to require the Operating Partnership to redeem part or all of net proceeds fromtheir common units for cash based upon the salefair market value of an equivalent number of shares of our common stock at the time of the redemption. Alternatively, we may elect to acquire those common units in exchange for shares of our 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 GI Partners and the other third party contributors, we are required to file 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 partially offset by the purchaseholders. We made the initial filing of unitsthis registration statement in our operating partnership for $91.9 million fromNovember 2005 and currently anticipate that this registration statement will be effective in the investors in GI Partners.first quarter of 2006.

Inflation

Substantially all 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.

New Accounting Pronouncements

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. We adopted Interpretation No. 47 for these financial statements ended December 31, 2005 and the there was no material impact on the financial statements from the adoption of this Interpretation.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Reporting Standard (FAS) No. 123 (revised 2004),Shared-Based Share-Based Payment or SFAS 123(R), was issued in December 2004. SFAS 123(R) (“FAS No. 123R”), which is effectivea revision of FAS No. 123, Accounting for our companyStock-Based Compensation. FAS No. 123R supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and amends FAS No. 95, Statement of Cash Flows. Registrants were initially required to adopt FAS No. 123R as of the beginning withof the third quarterfirst interim or annual period that begins after June 15, 2005. We adopted FAS No. 123R as of October 1, 2005 requires an entity to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the income statement, but expressesthere was no preference for a type of valuation model. We do not believe the adoption of SFAS 123(R) will have a material impact on our results of operations, financial position or liquidity.statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows and fair values relevant to financial instruments are dependentdepend 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.

Effective November 26, 2004 and May 2005, we entered into interest rate swap agreements with KeybankKeyBank National Association and Bank of America for approximately $140.3 millionto hedge variability in cash flows related to certain of our variable rate debt, of which $140.2 million is outstanding as of December 31, 2004. As a result, approximately 77.3% of our total indebtedness was subject to fixed interest rates as of December 31, 2004.debt. The table below summarizes the terms of these interest rate swaps and their fair values as of December 31, 20042005 (in thousands):

 

Notional
Amount


  Strike
Rate


  Effective Date

  Expiration Date

  Fair
Value


 
$    46,908  3.178% Nov. 26, 2004  Jul. 1, 2006  $        3 
      43,000  3.250  Nov. 26, 2004  Sep. 15, 2006   1 
      21,645  3.754  Nov. 26, 2004  Jan 1, 2009   (11)
      20,000  3.824  Nov. 26, 2004  Apr. 1, 2009   (19)
        8,775  3.331  Nov. 26, 2004  Dec. 1, 2006   (1)

           


$  140,328           $(27)

           


Current Notional
Amount
 Strike rate  Effective Date Expiration date Fair value
$43,000 3.250% Nov. 26, 2004 Sept. 15, 2006 $431
 21,105 3.754% Nov. 26, 2004 Jan. 2, 2009  551
 20,000 3.824% Nov. 26, 2004 Apr. 1, 2009  555
 8,775 3.331% Nov. 26, 2004 Dec. 1, 2006  110
 100,000 4.025% May 26, 2005 Jun. 15, 2008  1,620
        
$  192,880    $  3,267
        

If the underlying base interest rates were to increase by 10%, or approximately 3547 basis points, the fair value of our interest rate swaps would increase by approximately $1.7 million. If interest rates were to decrease by 10%, or approximately 47 basis points, the fair value of our interest rate swaps would decrease by approximately $1.0$1.7 million. If

As of December 31, 2005, our total outstanding debt was approximately $749.1 million, which consisted of $565.9 million of principal outstanding for mortgage loans and $2.2 million for the debt premium on two of our mortgage loans and $181.0 million of notes payable under our line of credit. Approximately $391.5 million of our total outstanding debt was variable rate debt and after considering that $192.9 million of such debt is hedged with interest rates were to decrease by 10%, or approximately 35 basis points,rate swaps, our variable rate debt comprises 26.6% of our total outstanding debt. As of December 31, 2005, the fair value of our interest rate swaps would increase by approximately $0.9 million.

outstanding fixed-rate debt approximated $362.6 million compared to the carrying value of $357.6 million, comprised of $355.4 of principal and $2.2 million of debt premium.

If interest rates were to increase by 10%, or approximately 3547 basis points, the increase in interest expense on the unhedged variable rate debt would decrease future earnings and cash flows by approximately $0.4$0.9 million annually. If fixed interest rates were to increase by 10%, the fair value of our $261.5$355.4 million principal amount of outstanding fixed rate debt would decrease by approximately $5.3$6.1 million. If interest rates were to decrease by 10%, or approximately 3547 basis points, the decrease in interest expense on the unhedged variable rate debt would be approximately $0.4$0.9 million annually. If interest rates were to decrease by 10%, the fair value of our $261.5$355.4 million principal amount of outstanding fixed rate debt would increase by approximately $5.4$6.3 million.

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.

As of December 31, 2004, our total outstanding debt was approximately $519.5 million, which consisted of $453.5 million of mortgage loans, $44.0 million of notes payable under our line of credit and $22.0 million of other secured loans. Approximately $258.0 million of our total outstanding debt was variable rate debt and after considering that $140.2 million of such debt is hedged with interest rate swaps, our variable rate debt comprises 22.7% of our total outstanding debt. As of December 31, 2004, the fair value of our outstanding fixed-rate debt approximated $272.9 million compared to the carrying value of $261.5 million.

We are also party to a foreign currency hedgingforward sale contract with a notional value of £7,850,000, which was used to convert the balanceapproximately £7.9 million. We terminated this contract in January 2006 and received cash of our investment in the Camperdown House property into U.S. dollars.approximately $0.7 million. The fair value of this forward contract was ($2.8)$1.0 million as of December 31, 20042005 using the currency exchange rate in effect as of that date. If the exchange rate of United States Dollars to Great Britain Pounds were to increase by 10%, the fair value of our forwardWe terminated this contract would decrease by $1.5 million to ($4.3) million. If the exchange rate of United States Dollars to Great Britain Pounds were to decrease by 10%, the fair value of our forward contract would increase by $1.5 million to ($1.3) million. Onin January 24, 2005, we settled our obligations under this arrangement for a payment2006 and received cash of approximately $2.5 million and entered into a new contract of the same notional amount. On February 4, 2005, GI Partners reimbursed us for $1.9 million of such settlement, since it was determined that the negative value associated with the forward contract was not otherwise factored into the determination of the number of units that were granted to GI Partners in exchange for its interests in Camperdown House.$0.7 million.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

 

   Page No.

Consolidated and Combined Financial Statements of Digital Realty Trust, Inc. and Digital Realty Trust, Inc. Predecessor

  

Management’s Report on Internal Control over Financial Reporting

53

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

54

Report of Independent Registered Public Accounting Firm

  4855

Consolidated and Combined Balance Sheets of Digital Realty Trust, Inc. as of December 31, 20042005 and Digital Realty Trust, Inc. Predecessor as of December 31, 20032004

  4956

Consolidated and Combined Statements of Operations for Digital Realty Trust, Inc for year ended December 31, 2005 and the period from November 3, 2004 through December 31, 2004, and for the Digital Realty Trust, Inc. Predecessor for the period from January 1, 2004 through November 2, 2004 and for the yearsyear ended December 31, 2003 and 2002

  5057

Consolidated and Combined Statements of Stockholders’ and Owners’ Equity (Deficit) and Comprehensive Income (Loss) for Digital Realty Trust, Inc. for the year ended December 31, 2005 and the period November 3, 2004 through December 31, 2004, and for the Digital Realty Trust, Inc. Predecessor for the period from January 1, 2004 through November 2, 2004 and for the yearsyear ended December 31, 2003 and 2002

  5158

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2005, 2004 2003 and 20022003

  5260

Notes to Consolidated and Combined Financial Statements

  5463

Supplemental Schedule—Schedule III—Properties and Accumulated Depreciation

  7386

Notes to Schedule III—Properties and Accumulated Depreciation

  7488

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 item is defined in Exchange Act Rules 13a-15(f) or 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 and Investment Officer, we assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2005. 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. Based on our assessment we believe that, as of December 31, 2005, the Company’s internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm has issued an audit report on our assessment of the Company’s internal control over financial reporting. This report appears on page 54.

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Stockholders

Digital Realty Trust, Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Digital Realty Trust, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Digital Realty Trust, Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and 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, management’s assessment that Digital Realty Trust, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by COSO. Also, in our opinion, Digital Realty Trust, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsheets of Digital Realty Trust, Inc. and subsidiaries as of December 31, 20042005 and the combined balance sheet of Digital Realty Trust, Inc. Predecessor, as defined in note 1 to the financial statements, as of December 31, 2003,2004, and the related consolidated statements of operations, and stockholders’ equity and comprehensive income (loss) of Digital Realty Trust, Inc.for the year ended December 31, 2005 and subsidiaries for the period from November 3, 2004 (commencement of operations) through December 31, 2004, the related combined statements of operations, and owners’ equity of Digital Realty Trust, Inc. Predecessor, as defined in note 1 to the financial statements, for the period from January 1, 2004 through November 2, 2004, and the yearsyear ended December 31, 2003, the related consolidated statement of cash flows of Digital Realty Trust, Inc. and 2002,subsidiaries for the year ended December 31, 2005 and the related consolidated and combined statementsstatement of cash flows of Digital Realty Trust, Inc. and subsidiaries and Digital Realty Trust, Inc. Predecessor for the year ended December 31, 2004, and the related combined statementsstatement of cash flows of Digital Realty Trust, Inc. Predecessor for the yearsyear ended December 31, 2003, and 2002. our report dated March 14, 2006 expressed an unqualified opinion on those consolidated and combined financial statements and related financial statement schedule.

/s/ KPMG LLP

San Francisco, California

March 14, 2006

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. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) for the year ended December 31, 2005 and for the period from November 3, 2004 (commencement of operations) through December 31, 2004, the related combined statements of operations, owners’ equity of Digital Realty Trust, Inc. Predecessor, as defined in note 1 to the financial statements, for the period from January 1, 2004 through November 2, 2004, and the year ended December 31, 2003, the related consolidated statement of cash flows of Digital Realty Trust, Inc. and subsidiaries for the year ended December 31, 2005 and the related consolidated and combined statement of cash flows of Digital Realty Trust, Inc. and subsidiaries and Digital Realty Trust, Inc. Predecessor for the year ended December 31, 2004, and the related combined statement of cash flows of Digital Realty Trust, Inc. Predecessor for the year ended December 31, 2003. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III, properties and accumulated depreciation. These consolidated and combined financial statements and financial statement schedule are the responsibility of Digital Realty Trust, Inc.’sthe Company’s management. Our responsibility is to express an opinion on these consolidated and combined financial statements and financial statement schedule 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Digital Realty Trust, Inc. and subsidiaries as of December 31, 20042005 and the combined financial position of Digital Realty Trust, Inc. Predecessor as of December 31, 2003,2004, the consolidated results of operations of Digital Realty Trust, Inc.for the year ended December 31, 2005 and subsidiaries for the period from November 3, 2004 (commencement of operations) through December 31, 2004, the combined results of operations of Digital Realty Trust, Inc. Predecessor, for the period from January 1, 2004 through November 2, 2004, and the yearsyear ended December 31, 2003, the consolidated cash flows of Digital Realty Trust, Inc. and 2002,subsidiaries for the year ended December 31, 2005, and the consolidated and combined cash flows of Digital Realty Trust, Inc. and subsidiaries and Digital Realty Trust, Inc. Predecessor for the year ended December 31, 2004, and the combined cash flows of Digital Realty Trust, Inc. Predecessor for the yearsyear ended December 31, 2003 and 2002 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 combinedconsolidated financial statements taken as a whole, presents fairly, in all material aspects,respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Digital Realty Trust, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Los Angeles,San Francisco, California

March 18, 200514, 2006

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED BALANCE SHEETS

(in thousands, except share data)

 

   Digital Realty
Trust, Inc.
December 31,
2004


  The Predecessor
December 31,
2003


 

ASSETS

         

Investments in real estate:

         

Land

  $129,112  $50,715 

Acquired ground lease

   1,477   1,477 

Buildings and improvements

   613,058   323,981 

Tenant improvements

   74,745   28,590 
   


 


Investments in real estate

   818,392   404,763 

Accumulated depreciation and amortization

   (30,980)  (13,026)
   


 


Net investments in real estate

   787,412   391,737 

Cash and cash equivalents

   4,557   5,174 

Accounts and other receivables

   3,051   1,139 

Deferred rent

   12,236   5,178 

Acquired above market leases, net of accumulated amortization of $5,659 in 2004 and $2,106 in 2003

   43,947   11,432 

Acquired in place lease value and deferred leasing costs, net of accumulated amortization of $22,972 in 2004 and $10,560 in 2003

   136,721   59,477 

Deferred financing costs, net of accumulated amortization of $6,555 in 2004 and $1,157 in 2003

   8,236   3,396 

Restricted cash

   14,207   651 

Other assets

   2,920   1,514 
   


 


Total Assets

  $1,013,287  $479,698 
   


 


LIABILITIES AND STOCKHOLDERS’ AND OWNER’S EQUITY

         

Notes payable under line of credit

  $44,000  $44,436 

Mortgage loans

   453,498   213,429 

Other secured loans

   22,000   40,000 

Accounts payable and other accrued liabilities

   12,789   7,117 

Accrued dividends and distributions

   8,276   —   

Acquired below market leases, net of accumulated amortization of $9,528 in 2004 and $5,768 in 2003

   37,390   19,258 

Security deposits and prepaid rents

   6,276   3,267 

Asset management fees payable to related party

   —     796 
   


 


Total liabilities

   584,229   328,303 

Commitments and contingencies

   —     —   

Minority interests in consolidated joint ventures

   997   3,444 

Minority interests in operating partnership

   254,862   —   

Stockholder’s and owner’s equity:

         

Preferred Stock, 20,000,000 authorized, none outstanding

   —     —   

Common Stock; $0.01 par value; 100,000,000 authorized, 21,421,300 shares issued and outstanding

   214   —   

Additional paid-in capital

   182,411   —   

Dividends in excess of earnings

   (9,517)  —   

Accumulated other comprehensive income, net

   91   305 

Owner’s equity

   —     147,646 
   


 


Total stockholders’ and owner’s equity

   173,199   147,951 
   


 


Total liabilities, stockholders’ and owner’s equity

  $1,013,287  $479,698 
   


 


  December 31,
2005
  December 31,
2004
 

ASSETS

  

Investments in real estate:

  

Land

 $191,961  $129,112 

Acquired ground lease

  1,477   1,477 

Buildings and improvements

  941,115   613,058 

Tenant improvements

  123,957   74,745 
        

Investments in real estate

  1,258,510   818,392 

Accumulated depreciation and amortization

  (64,404)  (30,980)
        

Net investments in real estate

  1,194,106   787,412 

Cash and cash equivalents

  10,930   4,557 

Accounts and other receivables, net of allowance for doubtful accounts of $763 and $362 as of December 31, 2005 and 2004, respectively

  7,587   3,051 

Deferred rent

  25,094   12,236 

Acquired above market leases, net of accumulated amortization of $12,154 and $5,659 as of December 31, 2005 and 2004, respectively

  48,237   43,947 

Acquired in place lease value and deferred leasing costs, net of accumulated amortization of $50,974 and $22,972 as of December 31, 2005 and 2004, respectively

  201,141   136,721 

Deferred financing costs, net of accumulated amortization of $7,873 and $6,555 as of December 31, 2005 and 2004, respectively

  7,659   8,236 

Restricted cash

  22,123   14,207 

Other assets

  12,293   2,920 
        

Total Assets

 $1,529,170  $1,013,287 
        

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

Notes payable under line of credit

 $181,000  $44,000 

Mortgage loans

  568,067   453,498 

Other secured loans

  —     22,000 

Accounts payable and other accrued liabilities

  36,869   12,789 

Accrued dividends and distributions

  15,639   8,276 

Acquired below market leases, net of accumulated amortization of $17,190 and $9,528 as of December 31, 2005 and 2004, respectively

  67,177   37,390 

Security deposits and prepaid rents

  11,476   6,276 
        

Total liabilities

  880,228   584,229 

Commitments and contingencies

  

Minority interests in consolidated joint ventures

  206   997 

Minority interests in operating partnership

  262,239   254,862 

Stockholders’ equity:

  

Preferred Stock: $0.01 par value, 20,000,000 authorized:

  

Series A Cumulative Redeemable Preferred Stock, 8.50%, $103,500,000 liquidation preference ($25.00 per share), 4,140,000 issued and outstanding

  99,297   —   

Series B Cumulative Redeemable Preferred Stock, 7.875%, $63,250,000 liquidation preference ($25.00 per share), 2,530,000 issued and outstanding

  60,502   —   

Common Stock; $0.01 par value: 100,000,000 authorized, 27,363,408 and 21,421,300 shares issued and outstanding as of December 31, 2005 and December 31, 2004

  274   214 

Additional paid-in capital

  252,562   182,411 

Dividends in excess of earnings

  (27,782)  (9,517)

Accumulated other comprehensive income, net

  1,644   91 
        

Total stockholders’ equity

  386,497   173,199 
        

Total liabilities and stockholders’ equity

 $1,529,170  $1,013,287 
        

See accompanying notes to the consolidated and combined financial statements.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(in thousands, except share data)

 

   The Company

  The Predecessor

 
   

Period from
November 3,
2004

through
December 31,
2004


  Period from
January 1,
2004
through
November 2,
2004


  Year Ended
December 31,


 
     2003

  2002

 

Revenues:

                 

Rental

  $21,232  $67,876  $50,099  $21,203 

Tenant reimbursements

   4,083   12,146   8,661   3,894 

Other

   30   1,754   4,328   458 
   


 


 

  


Total revenues

   25,345   81,776   63,088   25,555 
   


 


 

  


Expenses:

                 

Rental property operating and maintenance

   5,173   13,801   8,624   4,997 

Property taxes

   2,085   7,249   4,688   2,755 

Insurance

   472   1,403   626   83 

Interest

   5,547   18,914   10,091   5,249 

Asset management fees to related party

   —     2,655   3,185   3,185 

Depreciation and amortization

   7,373   24,025   16,295   7,659 

General and administrative

   20,725   292   329   249 

Net loss from early extinguishment of debt

   283   —     —     —   

Other

   57   2,748   2,459   1,249 
   


 


 

  


Total expenses

   41,715   71,087   46,297   25,426 
   


 


 

  


Income (loss) before minority interests

   (16,370)  10,689   16,791   129 

Minority interests in consolidated joint ventures

   13   (37)  149   190 

Minority interests in operating partnership

   (10,214)  —     —     —   
   


 


 

  


Net income (loss)

  $(6,169) $10,726  $16,642  $(61)
   


 


 

  


Loss per share—basic and diluted

  $(0.30)            
   


            

Weighted average common shares—basic and diluted

   20,770,875             
   


            

  The Company  The Predecessor 
  Year Ended
December 31,
2005
  Period from
November 3,
2004
through
December 31,
2004
  Period from
January 1,
2004
through
November 2,
2004
 Year Ended
December 31,
2003
 

Revenues:

    

Rental

 $164,219  $21,232  $67,876 $50,099 

Tenant reimbursements

  37,454   4,083   12,146  8,661 

Other

  7,136   30   1,754  4,328 
               

Total revenues

  208,809   25,345   81,776  63,088 
               

Expenses:

    

Rental property operating and maintenance

  43,157   5,173   13,801  8,624 

Property taxes

  21,867   2,085   7,249  4,688 

Insurance

  2,804   472   1,403  626 

Interest

  39,122   5,547   18,914  10,091 

Asset management fees to related party

  —     —     2,655  3,185 

Depreciation and amortization

  62,232   7,373   24,025  16,295 

General and administrative

  12,615   20,725   292  329 

Loss from early extinguishment of debt

  1,021   283   —    —   

Other

  1,634   57   2,748  2,459 
               

Total expenses

  184,452   41,715   71,087  46,297 
               

Income (loss) before minority interests

  24,357   (16,370)  10,689  16,791 

Minority interests in consolidated joint ventures

  12   (13)  37  (149)

Minority interests in operating partnership

  (8,268)  10,214   —    —   
               

Net income (loss)

  16,101   (6,169) $10,726 $16,642 
         

Preferred stock dividends

  (10,014)  —     
          

Net income (loss) available to common stockholders

 $6,087  $(6,169)  
          

Basic and diluted income (loss) per share available to common stockholders

 $0.25  $(0.30)  
          

Weighted average common shares outstanding:

    

Basic

  23,986,288   20,770,875   

Diluted

  24,221,732   20,770,875   

See accompanying notes to the consolidated and combined financial statements.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS’ AND

OWNERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share data)

 

 

Number of
Common

Shares


 

Common

Stock


 

Additional
Paid-in

Capital


 Dividends
In Excess of
Earnings


 Accumulated
Other
Comprehensive
Income, net


 

Owner’s

Equity


 Total

  Series A
Preferred
Stock
 Series B
Preferred
Stock
 Number of
Common
Shares
 Common
Stock
 Additional
Paid in
Capital
 

Accumulated
Dividends

In Excess of

Earnings

 Accumulated
Other
Comprehensive
Income, net
 Owner’s
Equity
 Total 

Balance at December 31, 2001

 —   $—   $—    $—    $—    $990  $990 

Contributions

 —    —    —     —     —     86,090   86,090 

Distributions

 —    —    —     —     —     (4,305)  (4,305)

Net loss

 —    —    —     —     —     (61)  (61)

Other Comprehensive Income—Foreign currency translation adjustments

 —    —    —     —     463   —     463 
 


Comprehensive income

  402 
 
 

 


 


 


 


 


Predecessor:

         

Balance at December 31, 2002

 —    —    —     —     463   82,714   83,177  $—   $—   —   $—   $—    $—    $463  $82,714  $83,177 

Contributions

 —    —    —     —     —     131,181   131,181   —    —   —    —    —     —     —     131,181   131,181 

Distributions

 —    —    —     —     —     (82,891)  (82,891)  —    —   —    —    —     —     —     (82,891)  (82,891)

Net income

 —    —    —     —     —     16,642   16,642   —    —   —    —    —     —     —     16,642   16,642 

Other Comprehensive Income—Foreign currency translation adjustments

 —    —    —     —     (158)  —     (158)

Other comprehensive income:

         

Foreign currency translation adjustments

  —    —   —    —    —     —     (158)   (158)
 


           

Comprehensive income

  16,484           16,484 
 
 

 


 


 


 


 


                       

Balance at December 31, 2003

 —    —    —     —     305   147,646   147,951   —    —   —    —    —     —     305   147,646   147,951 

Contributions

 —    —    —     —     —     130,264   130,264   —    —   —    —    —     —     —     130,264   130,264 

Distributions

 —    —    —     —     —     (68,971)  (68,971)  —    —   —    —    —     —     —     (68,971)  (68,971)

Net income

 —    —    —     —     —     10,726   10,726   —    —   —    —    —     —     —     10,726   10,726 

Other comprehensive income—Foreign currency translation adjustments

 —    —    —     —     33   —     33 

Other comprehensive income:

         

Foreign currency translation adjustments

  —    —   —    —    —     —     33    33 
 


           

Comprehensive income

  10,759           10,759 
 
 

 


 


 


 


 


                       

Balance at November 2, 2004

 —    —    —     —     338   219,665   220,003   —    —   —    —    —     —     338   219,665   220,003 

The Company

 

The Company:

         

Reclassify Predecessor owner’s equity

 —    —    219,665   —     —     (219,665)  —     —    —   —    —    219,665   —     —     (219,665)  —   

Net proceeds from sale of common stock

 21,421,300  214  230,584   —     —     —     230,798   —    —   21,421,300  214  230,584   —     —     —     230,798 

Record minority interests

 —    —    (267,851)  —     (201)  —     (268,052)  —    —   —    —    (267,851)  —     (201)  —     (268,052)

Amortization of fair market value of stock options, net of minority interests

 —    —    13   —     —     —     13 

Amortization of deferred compensation regarding share-based awards, net of minority interests

  —    —   —    —    13   —     —     —     13 

Dividends

 —    —    —     (3,348)  —     —     (3,348)  —    —   —    —    —     (3,348)  —     —     (3,348)

Net loss

 —    —    —     (6,169)  —     —     (6,169)  —    —   —    —    —     (6,169)  —     —     (6,169)

Other comprehensive loss—Fair value of interest rate swaps, net of minority interests

 —    —    —     —     (11)  —     (11)  —    —   —    —    —     —     (11)  —     (11)

Other comprehensive loss—Foreign currency translation adjustments, net of minority interests

 —    —    —     —     (35)  —     (35)  —    —   —    —    —     —     (35)  —     (35)
 


           

Comprehensive loss

  (6,215)          (6,215)
 
 

 


 


 


 


 


                       

Balance at December 31, 2004

 21,421,300 $214 $182,411  $(9,517) $91  $—    $173,199 
 
 

 


 


 


 


 


DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS’ AND

OWNERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)—(Continued)

(in thousands, except share data)

 

  Series A
Preferred
Stock
 Series B
Preferred
Stock
 Number of
Common
Shares
 Common
Stock
 Additional
Paid in
Capital
  

Accumulated
Dividends

In Excess of

Earnings

  Accumulated
Other
Comprehensive
Income, net
  Owner’s
Equity
 Total 

Balance at December 31, 2004

  —    —   21,421,300  214  182,411   (9,517)  91   —    173,199 

Issuance of series A preferred stock, net of offering costs

  99,297  —   —    —    —     —     —      99,297 

Issuance of series B preferred stock, net of offering costs

  —    60,502 —    —    —     —     —      60,502 

Net proceeds from sale of common stock

  —    —   5,870,891  59  97,713   —     —      97,772 

Issuance of restricted stock

   13,063  —    —        —   

Exercise of stock options

  —    —   58,154  1  717   —     —      718 

Reallocation between minority interests and stockholders’ equity resulting from changes in the relative ownership

  —    —   —    —    (28,494)  —     —      (28,494)

Amortization of deferred compensation regarding share-based awards, net of minority interests

  —    —   —    —    215   —     —      215 

Dividends declared on preferred stock

  —    —   —    —    —     (10,014)  —      (10,014)

Dividends declared on common stock

  —    —   —    —    —     (24,352)  —      (24,352)

Net income

  —    —   —    —    —     16,101   —      16,101 

Other comprehensive income—Foreign currency translation adjustments, net of minority interests

  —    —   —    —    —     —     (27)   (27)

Other comprehensive income—Fair value of interest rate swaps, net of minority interests

        1,365    1,365 

Other comprehensive income—Reclassification of other comprehensive income to interest expense, net of minority interests

  —    —   —    —    —     —     215    215 
            

Comprehensive income

          17,654 
                              

Balance at December 31, 2005

 $99,297 $60,502 27,363,408 $274 $252,562  $(27,782) $1,644  $—   $386,497 
                              

See accompanying notes to the consolidated and combined financial statements.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(in thousands)

 

 The Company and
the Predecessor


 The Predecessor

  The Company The Company and
the Predecessor
 The Predecessor 
 Year Ended
December 31, 2004


 Year Ended
December 31, 2003


 Year Ended
December 31, 2002


  Year Ended
December 31, 2005
 Year Ended
December 31, 2004
 Year Ended
December 31, 2003
 

Cash flows from operating activities:

    

Net income (loss)

 $4,557  $16,642  $(61)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

Net income

 $16,101  $4,557  $16,642 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Minority interests in operating partnership

  (10,214)  —     —     8,268   (10,214)  —   

Minority interests in consolidated joint ventures

  (24)  149   190   (12)  (24)  149 

Distributions to joint venture partners

  (288)  (240)  (395)

Write-off of net assets due to early lease terminations

  2,204   2,094   1,210 

Distributions to joint venture partner

  —     (288)  (240)

Write-off of net assets (liabilities) due to early lease terminations

  (228)  2,204   2,094 

Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground lease

  18,254   9,480   3,621   33,750   18,254   9,480 

Amortization over the vesting period of the fair value of stock options

  32   —     —   

Compensation expense for fully-vested long-term incentive units granted

  17,887   —     —   

Amortization over the vesting period of the fair value of equity compensation

  318   32   —   

Compensation expense for fully vested long-term incentive units granted

  —     17,887   —   

Amortization of deferred financing costs

  4,590   816   341   2,921   4,590   816 

Write-off of deferred financing costs, net of write-off of debt premium included in net loss on early extinguishment of debt

  283   —     —   

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

  571   283   —   

Amortization of debt premium

  (903)  (970)  (889)  (138)  (903)  (970)

Amortization of acquired in place lease value and deferred leasing costs

  13,144   6,815   4,038   28,482   13,144   6,815 

Amortization of acquired above market leases and acquired below market leases, net

  (190)  (1,892)  (2,051)  (1,866)  (190)  (1,892)

Changes in assets and liabilities:

    

Accounts and other receivables

  (2,287)  1,101   (2,228)  (4,336)  (2,287)  1,101 

Deferred rent

  (7,065)  (3,769)  (1,409)  (12,952)  (7,065)  (3,769)

Deferred leasing costs

  (2,216)  (2,009)  —     (3,706)  (2,216)  (2,009)

Other assets

  (906)  (1,686)  (43)  244   (906)  (1,686)

Accounts payable and other accrued liabilities

  5,567   (482)  5,633   9,875   5,567   (482)

Security deposits and prepaid rents

  3,009   1,579   1,688   5,556   3,009   1,579 

Asset management fees payable to related party

  (796)  —     —   

Asset management fees to related party

  —     (796)  —   
 


 


 


         

Net cash provided by operating activities

  44,638   27,628   9,645   82,848   44,638   27,628 
 


 


 


         

Cash flows from investing activities:

    

Acquisitions of properties

  (348,507)  (210,318)  (163,363)

Acquisitions of properties (including $16.5 million paid to GI Partners in 2005)

  (450,984)  (348,507)  (210,318)

Deposits paid for acquisitions of properties

  (500)  —     (750)  (430)  (500)  —   

Increase in restricted cash

  (13,556)  (651)  —   

Change in restricted cash

  (7,916)  (13,556)  (651)

Improvements to investments in real estate

  (8,714)  (2,936)  (642)  (21,485)  (8,714)  (2,936)
 


 


 


         

Net cash used in investing activities

  (371,277)  (213,905)  (164,755)  (480,815)  (371,277)  (213,905)
 


 


 


         

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS—(Continued)

(in thousands)

 

  The Company and
the Predecessor


  The Predecessor

 
  Year Ended
December 31, 2004


  Year Ended
December 31, 2003


  Year Ended
December 31, 2002


 

Cash flows from financing activities:

            

Borrowings on line of credit

 $202,381  $91,436  $53,000 

Repayments on line of credit

  (202,817)  (100,000)  —   

Proceeds from mortgage loans

  266,951   131,420   23,173 

Principal payments on mortgage loans

  (103,044)  (2,673)  (1,057)

Proceeds from other secured loans

  —     22,000   —   

Principal payments on other secured loans

  (29,384)  —     —   

Proceeds from note payable under bridge loan

  243,686   —     —   

Principal payments on note payable under bridge loan

  (243,686)  —     —   

Payment of loan fees and costs

  (9,495)  (3,000)  (1,553)

Contributions from joint venture partners

  1,500   400   3,340 

Return of capital to joint venture partners

  (676)  —     —   

Purchase of operating partnership units

  (91,862)  —     —   

Contributions from owner of the Predecessor

  130,264   131,181   86,090 

Distributions to owner of the Predecessor

  (68,594)  (82,891)  (4,305)

Net proceeds from the sale of common stock

  230,798   —     —   
  


 


 


Net cash provided by financing activities

  326,022   187,873   158,688 
  


 


 


Net increase (decrease) in cash and cash equivalents

  (617)  1,596   3,578 

Cash and cash equivalents at beginning of year

  5,174   3,578   —   
  


 


 


Cash and cash equivalents at end of year

 $4,557  $5,174  $3,578 
  


 


 


Supplemental disclosure of cash flow information:

            

Cash paid for interest

 $19,955  $10,088  $4,945 

Supplementary disclosure of noncash activities:

            

Increase (decrease) in net assets related to foreign currency translation adjustments

 $(81) $(158) $463 

Accrual of dividends and distributions

  8,276   —     —   

Accrual for additions to investments in real estate included in accounts payable and accrued expenses

  1,139   1,859   1,849 

Distribution of receivables to owner of the Company Predecessor

  375   —     —   

Reclassification of owner’s equity to minority interests in the Operating Partnership

  268,052   —     —   

Reduction in loan balance and related reduction in purchase price for the property

  500   —     —   

Allocation of purchase of properties to:

            

Investments in real estate

  245,087   180,546   137,319 

Acquired above market leases

  36,707   10,614   4,281 

Acquired below market leases

  (22,789)  (6,964)  (19,343)

Acquired in place lease value

  90,047   26,122   44,015 

Loan premium

  (545)  —     (2,909)
  


 


 


Cash paid for acquisition of properties

  348,507   210,318   163,363 

Mortgage loans assumed in connection with the acquisition of properties

  77,213   —     60,648 

Operating Partnership Units issued to acquire properties

  71,230   —     —   

Other secured loans assumed in connection with the acquisition of a property

  11,884   —     —   

Operating Partnership Units issued in connection with acquisition of the minority interest in a joint venture

  4,748   —     —   

Minority interest in joint venture reclassified to minority interest in Operating Partnership

  (2,959)  —     —   

Other secured loan obtained from seller of real estate

  —     —     18,000 

Purchase deposits applied to acquisitions of properties

  —     750   1,881 
  


 


 


Total purchase price

  510,623   211,068   243,892 
  The Company  The Company and
the Predecessor
  The Predecessor 
  Year Ended
December 31, 2005
  Year Ended
December 31, 2004
  Year Ended
December 31, 2003
 

Cash flows from financing activities:

   

Borrowings on line of credit

 $393,755  $202,381  $91,436 

Repayments on line of credit

  (256,755)  (202,817)  (100,000)

Proceeds from mortgage loans

  181,000   266,951   131,420 

Principal payments on mortgage loans

  (86,171)  (103,044)  (2,673)

Proceeds from other secured loans

  —     —     22,000 

Principal payments on other secured loans

  (22,000)  (29,384)  —   

Proceeds from note payable under bridge loan

  —     243,686   —   

Principal payments on note payable under bridge loan

  —     (243,686)  —   

Payment of loan fees and costs

  (4,773)  (9,495)  (3,000)

Contributions from joint venture partners

  65   1,500   400 

Return of capital to joint venture partners

  —     (676)  —   

Purchase of operating partnership units

  —     (91,862)  —   

Contributions from owner of the Predecessor

  —     130,264   131,181 

Distributions to owner of the Predecessor

  —     (68,594)  (82,891)

Settlement of foreign currency forward sale contract

  (2,519)  —     —   

Reimbursement by GI Partners of settlement cost of foreign currency forward sale contract

  1,911   —     —   

Gross proceeds from the sale of common stock

  104,502   257,058   —   

Gross proceeds from the sale of preferred stock

  166,750   —     —   

Common stock offering costs paid

  (6,952)  (26,260)  —   

Preferred stock offering costs paid

  (6,753)  —     —   

Proceeds from exercise of employee stock options

  718   

Payment of dividends to preferred stockholders

  (10,014)  —     —   

Payment of dividends to common stockholders and distributions to limited partners of operating partnership

  (48,424)  —     —   
            

Net cash provided by financing activities

  404,340   326,022   187,873 
            

Net increase (decrease) in cash and cash equivalents

  6,373   (617)  1,596 

Cash and cash equivalents at beginning of year

  4,557   5,174   3,578 
            

Cash and cash equivalents at end of year

 $10,930  $4,557  $5,174 
            

Supplemental disclosure of cash flow information:

   

Cash paid for interest, including amounts capitalized

 $35,056  $19,955  $10,088 

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS—(Continued)

(in thousands)

 

  The Company  The Company and
the Predecessor
  The Predecessor 
  Year Ended
December 31, 2005
  Year Ended
December 31, 2004
  Year Ended
December 31, 2003
 

Supplementary disclosure of noncash investing and financing activities:

   

Decrease in net assets related to foreign currency translation adjustments

 $(27) $(81) $(158)

Accrual of dividends and distributions

  15,639   8,276   —   

Increase in other assets related to increase in fair value of interest rate swaps

  3,294   —     —   

Distribution of receivables to owner of the Company’s Predecessor

  —     375   —   

Reclassification of owner’s equity to minority interest in the Operating Partnership

  28,801   268,052   —   

Reduction in loan balance and related reduction in purchase price for the property

  —     500   —   

Accrual for additions to investments in real estate included in accounts payable and accrued expenses

  1,324   1,139   1,859 

Allocation of purchase of properties to:

   

Investments in real estate

  414,476   405,414   180,546 

Accounts and other receivables

  200   —     —   

Acquired above market leases

  14,365   36,707   10,614 

Acquired below market leases

  (32,485)  (22,789)  (6,964)

Acquired in place lease value

  79,476   90,047   26,122 

Other assets (includes $3.3 million of refundable value added tax in 2005)

  3,786   —     —   

Mortgage loans assumed

  (15,838)  (77,213)  —   

Other secured loan assumed

  —     (11,884)  —   

Operating Partnership Units issued to acquire properties

  —     (71,230)  —   

Loan premium

  (2,333)  (545)  —   

Accounts payable and other accrued liabilities

  (11,508)  —     —   

Reverse minority interest in consolidated joint venture

  845   —     —   
            

Cash paid for acquisition of properties

  450,984   348,507   210,318 

Operating Partnership Units issued in connection with acquisition of the minority interest in a joint venture

  —     4,748   —   

Minority interest in joint venture reclassified to minority interest in Operating Partnership

  —     (2,959)  —   

Increase to components of net investment foreign currency hedge upon settlement:

   

Investment in real estate

  5,304   —     —   

Mortgage loans

  (3,307)  —     —   

Other accrued liabilities

  (1,997)  —     —   

Increase in deferred compensation and additional paid in capital related to:

   

Issuance of restricted stock

  307   —     —   

Issuance of stock options

  401   842   —   

Issuance of class C profits interests

  4,230   —     —   

See accompanying notes to the consolidated and combined financial statements.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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” or the Company) is engaged in the business of owning, acquiring, repositioning and managing technology-related real estate. As of December 31, 2004 the Company’s2005 our portfolio consists of 2443 properties; 2340 are located throughout the United States and one is located in London, England. The Company’s propertiesthree are located in a limited number ofEurope. Our properties are diversified in major markets where corporate data center and technology tenants are concentrated, including the Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles, Miami, New York, Phoenix, Sacramento,Philadelphia, San Francisco and Silicon Valley metropolitan areas. The portfolio consists of telecommunications infrastructureInternet gateway properties, information technologydata center properties, technology manufacturing properties and regional or national headquarters of technology companies.

The Company completed itsOperating Partnership was formed on July 21, 2004 in anticipation of our initial public offering (IPO). Effective as of the completion of our IPO on November 3, 2004, including exercise of the underwriters’ over-allotment option, we, as sole general partner, owned a 40.5% common interest. As a result of our February 2005 and July 2005 stock (the IPO)offerings, as of December 31, 2005, we own a 46.4% common interest and a 100% preferred interest in the Operating Partnership. We have control over the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace the general partner or approve the sale or refinancing of the Operating Partnership’s assets, although they do have certain protective rights.

We completed our IPO on November 3, 2004 and commenced operations on that date. The IPO resulted in the sale of 20,000,000 shares of common stock at a price per share of $12.00, generating gross proceeds to the Companyus of $240.0 million. TheOur aggregate proceeds, to the Company, net of underwriters’ discounts, commissions and financial advisory fees and other offering costs were approximately $214.9 million. On November 30, 2004, an additional 1,421,300 shares of common stock were sold at $12.00 per share as a result of the underwritersunderwriters’ exercising their over-allotment option. This resulted in additional net proceeds of approximately $15.9 million to us.

On February 9, 2005, we completed the Company.

The Operating Partnership was formed on July 21, 2004 in anticipationoffering of 4.14 million shares of 8.50% Series A cumulative redeemable preferred stock (liquidation preference $25.00 per share) for total net proceeds, after underwriting discounts and other offering costs, of $99.3 million, including the IPO. Effective as ofproceeds from the completion of the IPO, including exercise of the underwriters’ over-allotment optionoption. The net proceeds from this offering were used to reduce borrowings under our unsecured credit facility, acquire properties and asfor investment and general corporate purposes.

On July 26, 2005, we completed the offering of December 31, 2004,2.53 million shares of 7.875% Series B cumulative redeemable preferred stock (liquidation preference $25.00 per share) for total net proceeds, after underwriting discounts and other offering costs, of $60.5 million, including the Company, as sole general partner, owns a 40.5% interest inproceeds from the Operating Partnership and has control over major decisionsexercise of the Operating Partnership. The limited partnersunderwriters’ over-allotment option. On July 26, 2005 we also completed the offering of 5.87 million shares of common stock for total net proceeds, after underwriting discounts and other offering costs, of $97.8 million, including the proceeds from the exercise of the Operating Partnership do not have rightsunderwriters’ over-allotment option. The net proceeds from these offerings were used to replace thereduce borrowings under our unsecured credit facility, acquire properties and for investment and general partner or approve the sale or refinancing of the Operating Partnership’s assets, although they do have certain protective rights.corporate purposes.

The Company continuesWe continue to operate and expand the business of itsour predecessor (the Company Predecessor). The Company Predecessor is not a legal entity; rather it is a combination of certain of the real estate subsidiaries of Global Innovation Partners, LLC, a Delaware limited liability company (GI Partners) contributed to us in connection with the IPO, along with an allocation of certain assets, liabilities, revenues and expenses of GI Partners related to the real estate heldowned by such subsidiaries.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

As of December 31, 2004 and for the period fromBeginning November 3, 2004 through December 31, 2004 the financial statements presented are theour consolidated financial statements of the Company.statements. The financial statements presented for periods prior to November 3, 2004 are the combined financial statements of the Company Predecessor.

Pursuant to a contribution agreement among GI Partners, the owner of the Company Predecessor and the Operating Partnership, which was executed in July 2004, on October 27, 2004, the Operating Partnership received a contribution of interests in certain of GI Partners’ properties in exchange for limited partnership interests in the Operating Partnership (Units) and the assumption of debt and other specified liabilities. Additionally, pursuant to contribution agreements between the Operating Partnership and third parties, which were also executed in July 2004, the Operating Partnership received contributions of interests in certain additional real estate properties in exchange for Units and the assumption of specified liabilities.

The CompanyWe purchased a portion of the Units that were issued to GI Partners (which Units were subsequently allocated out to certain members of GI Partners) immediately following the completion of the IPO

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

and upon exercise of the underwriters’ over-allotment option, the aggregate purchase price of which was $91.9 million. The purchase price was equal to the value of the Operating Partnership units based on the IPO price of the Company’sour stock, net of underwriting discounts and commissions and financial advisory fees.

The Company and the Operating Partnership together with the investors in GI Partners and unrelated third parties (collectively, the Participants) engaged in certain formation transactions (the Formation Transactions) that were completed concurrently with the completion of the IPO. The Formation Transactions were designed to (i) continue the operations of the Company Predecessor, (ii) acquire additional properties or interests in properties from the Participants, (iii) enable the Company to raise the necessary capital to repay certain mortgage debt relating to certain of the properties and pay other indebtedness, (iv) fund costs, capital expenditures and working capital, (v) provide a vehicle for future acquisitions, (vi) enable the Company to comply with requirements under the federal income tax laws and regulations relating to real estate investment trusts and (vii) preserve tax advantages for certain Participants.

The Company believes that it hasWe have operated in a manner that we believe has enabled itus to qualify and intends to electhave elected to be treated, as a REITReal Estate Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code) commencing with its taxable period ended December 31, 2004.

as amended.

2. Summary of Significant Accounting Policies

(a) Principles of Consolidation and Combination and Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of Digital Realty Trust, Inc., the Operating Partnership, the subsidiaries of the Operating Partnership and two consolidated joint ventures. Intercompany balances and transactions have been eliminated.

Property interests contributed to the Operating Partnership by GI Partners in exchange for Units have been accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests. Accordingly, the contributed assets and assumed liabilities were recorded at the Company Predecessor’s historical cost basis. Property interests acquired from third parties for cash or Units are accounted for using purchase accounting.

The accompanying combined financial statements of the Company Predecessor include the wholly owned real estate subsidiaries and two majority-owned real estate joint ventures that GI Partners contributed to the Operating Partnership on October 27, 2004 in connection with the IPO. Intercompany balances and transactions have been eliminated. The interests of the joint venture partners, all of whom are third parties, are reflected in minority interests in the accompanying combined financial statements.

The accompanying combined financial statements of the Company Predecessor do not include the real estate subsidiaries for two propertiesa property owned by GI Partners that areis subject to a right of first offer agreements,agreement, whereby the Operating Partnership has the right to make the first offer to purchase these propertiesthis property if GI Partners decides to sell them.it, nor do the combined financial statements of the Predecessor include another right of first offer property that we acquired from GI Partners during 2005. The accompanying combined financial statements of the Company Predecessor also do not include any of GI Partners’ investments in privately held companies, which GI Partners did not contribute to the Operating Partnership.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

The accompanying combined statements of the Company Predecessor include an allocation of GI Partners’ line of credit to the extent that such borrowings and the interest expense relate to acquisitions of the real estate owned by the subsidiaries and joint ventures that GI Partners contributed to the Operating Partnership. Additionally, the accompanying combined financial statements of the Company Predecessor include an

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

allocation of asset management fees to a related party incurred by GI Partners along with an allocation of the liability for any such fees that were unpaid as of December 31, 2003 and an allocation of GI Partners’ general and administrative expenses. Although neither the Company nor the Operating Partnership are or will bewere parties to the agreement requiring the payment of the asset management fees, an allocation of such fees has been included in the accompanying combined financial statements since such fees were essentially the Company Predecessor’s historical general and administrative expense. The Company Predecessor did not directly incur personnel costs, home office space rent or other general and administrative expenses that subsequent to the completion of the IPO are incurred directly by the Company and the Operating Partnership. These types of expenses were historically incurred by the asset manager and were passed through to GI Partners via the asset management fee.

(b) Cash Equivalents

For purpose of the consolidated and combined statements of cash flows, the Company considers short-term investments with maturities of 90 days or less when purchased to be cash equivalents. As of December 31, 20042005 and 2003,2004, cash equivalents consist of investments in a money market fund.

(c) Investments in Real Estate

Investments in real estate are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:

 

Acquired ground subleaseleases

  

TermTerms of the related sublease

ground leases

Buildings and improvements

  

5-39 years

Tenant improvements

  

Shorter of the useful lives or the terms of the related leases

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.

(d) Impairment of Long-Lived Assets

The Company assessesWe assess whether there has been impairment in the value of itsour long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Management believes no impairment in the net carrying value of the investments in real estate has occurred.

(e) 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 Statement of Financial Accounting Standards No. 141,Business Combinations,the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

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

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

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 valuevalues of the tangible assets of an acquired property isare 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, (or acquired ground lease if the land is subject to a ground lease), 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 using methods similar to those 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, 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) management’s estimate of fair market lease rates for the corresponding in-place leases, measured 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 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.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

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 including tenant improvement allowances and leasing commissions and also avoiding rent losses and unreimbursed operating expenses during the lease up period. The aggregate fair value of in-place leasesestimated avoided costs and tenant relationships is equal to the excess of (i) the fair value of a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as if vacant, determined as set forth above. Thisavoided revenue losses are calculated and this aggregate value is allocated between in-place lease value and tenant relationships based on management’s evaluation of the specific characteristics of each tenant’s lease; however, the value of tenant relationships has not been separated from in-place lease value for the Company’s real estate because such value and its consequence to amortization expense is immaterial for these particular acquisitions. Should future acquisitions of properties result in allocating material amounts to the value of tenant relationships, an amount would be separately allocated and amortized over the estimated life of the relationship. The value of in-place leases exclusive of the value of above-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The estimated future amortization of intangible assets and liabilities (assuming no early termination of leases acquired) at December 31, 2005 is as follows (in thousands):

 

   Acquired
above market
lease value
  Acquired in
place lease
value
  Acquired below
market lease
value
 

2006

  $6,742  $28,621  $(9,417)

2007

   6,450   27,724   (9,011)

2008

   6,450   26,912   (8,693)

2009

   6,025   25,656   (7,555)

2010

   5,023   23,716   (5,953)

Thereafter

   17,547   61,822   (26,548)
             
  $48,237  $194,451  $(67,177)
             

(f) Capitalization of costs.

We capitalize pre-acquisition costs related to probable property acquisitions. We also capitalize direct and indirect costs related to construction and development, including property taxes, insurance and financing costs relating to space under development. Costs previously capitalized related to any property acquisitions no longer considered probable are written off. Interest capitalized during the year ended December 31, 2005 was $0.3 million and no interest was capitalized during the years ended December 31, 2004 and 2003.

(f)(g) Deferred Leasing Costs

Deferred 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.

(h) Foreign Currency Translation

Assets and liabilities of the subsidiaries that own real estate investments outside the United States 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. Translation adjustments are recorded as a component of accumulated other comprehensive income. Net income for the year ended December 31, 2005 included $0.6 million of foreign exchange transaction gains which was classified within other revenues in the accompanying consolidated and combined statement of operations. No such income was recognized in 2004 or 2003.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

(g) Foreign Currency Translation

Assets and liabilities of the subsidiary that owns a real estate investment located in London, England are translated into U.S. dollars using year-end exchange rates except for the portion subject to a foreign currency forward contract discussed in Note (2)(h); income and expenses are translated using the average exchange rates for the reporting period. The functional currency of this subsidiary is the British pound. Translation adjustments are recorded as a component of accumulated other comprehensive income.

(h)(i) Foreign Currency Forward Contract

The Company accounts for its foreign currency hedging activities in accordance with FASB Statement No. 133,Accounting for Derivative Instruments and Certain Hedging Activities, and FASB Statement No. 52,Foreign Currency Translation.

Changes in the fair value of foreign currency forward contracts that are highly effective as hedges are designated and qualify as foreign currency hedges, and are used as a hedge of a net investment in a foreign operation that are highly effective and qualify as foreign currency hedges are recorded as a component of accumulated other comprehensive income.

The terms of the foreign currency forward contract held as of December 31, 2004 and 2003, which had a notional amount denominated in British pounds of £7,850,000 and expired in January 2005, was used to convert the balances of the investment in real estate located in London, England into U.S. dollars. The fair value of such forward contract was $(2,802,000) and $(1,350,000) as of December 31, 2004 and 2003 respectively, and this is included in other comprehensive income included in stockholder’s and owner’s equity.

(i)(j) 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.

(j)(k) Restricted Cash

Restricted cash consists of deposits for real estate taxes and insurance and other amounts as required by the Company’sour loan agreements including funds for leasing costs and improvements related to unoccupied space.

(k)(l) Offering Costs

Underwriting commissions and other offering costs are reflected as a reduction in additional paid-in capital.

(l) Stock(m) Share Based Compensation

The Company accountsWe account for stockshare based compensation, including stock options and fully vested long-term incentive units granted in connection with the IPO, using the fair value method of accounting under FASB Statement 123,Accounting for Stock Based Compensation.accounting. The estimated fair value of each of the long termlong-term incentive units granted in connection with our IPO was equal to the IPO price of the Company’sour stock and such amount was recorded as an expense upon closing of the IPO since those long termlong-term incentive units were fully vested as of the grant date. The estimated fair value of the stock options granted by the Companyus is being amortized over the vesting period of the stock options. The estimated fair value of the Class C Partnership units (discussed in note 8) is being amortized over the expected service period of five years.

(n) Derivative Financial Instruments

We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.

Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Our objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, we primarily use interest rate swaps as part of our cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Through December 31, 2005, we used such derivatives to hedge the variable cash flows associated with floating rate debt.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

(m) Interest Rate Swaps

The Company accounts for its interest rate swapsFor derivatives designated as cash flow hedges, under FASB Statement No. 133, Accountingthe effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transactions affect earnings as a component of interest expense, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. For derivatives designated as net investment hedges, changes in the fair value of the derivative are reported in other comprehensive income (outside of earnings) as part of the cumulative translation adjustment. As of December 31, 2005, no derivatives were designated as fair value hedges. Additionally, we do not use derivatives for Derivative Instruments and Certain Hedging Activitiesas discussed in note 10.

trading or speculative purposes.

(n)(o) Income Taxes

The Company intends to electWe have elected to be taxed as a REIT under the Code, commencing with its taxable period ended December 31, 2004. The Company has been organizedtreated and hasbelieve that we have operated in a manner that management believes has allowed the Companyenabled us to qualify for taxation as a REITReal Estate Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue Code commencing with the Company’s taxable period ended December 31, 2004, and the Company intends to continue to be organized and operate in this manner.of 1986, (the Code) as amended. As a REIT, the Companywe generally isare not required to pay federal corporate income taxes on itsour taxable income to the extent it is currently distributed to the Company’sour stockholders.

However, qualification and taxation as a REIT depends upon the Company’sour ability to meet the various qualification tests imposed under the Code including tests related to annual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that the Companywe will be organized or be able to operate in a manner so as to qualify or remain qualified as a REIT. If the Company failswe fail to qualify as a REIT in any taxable year, itwe will be subject to federal income tax (including any applicable alternative minimum tax) on itsour taxable income at regular corporate tax rates.

The Company hasWe have elected to treat two of the Operating Partnership’s subsidiaries as taxable REIT subsidiaries (each, a TRS). In general, a TRS may perform non-customary services for tenants, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the provision to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS isOur TRS’s are subject to corporate federal and state income taxes based on itstheir taxable income atincome. These rates are generally those rates which are charged for regular corporate entities. Income taxes are recorded using the asset and liability method. Under the asset and liability method, deferred tax rates. There is no tax provision for either of the Company’s TRS entitiesassets and liabilities are recognized for the periods presentedestimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded against the combined federal and state net deferred taxes reducing the deferred tax asset to a net amount. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the accompanying consolidated and combined statementsperiod that includes the enactment date.

As of operations due toDecember 31, 2005 the TRS’s have available net operating losses incurred. Noloss carryforwards for federal and state income tax benefits have been recorded sincepurposes. In assessing the realizability of deferred tax assets, management considers whether it is not considered more likely than not that some portion or all of the deferred tax asset relatedassets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of future realizability, management has fully offset the net operating loss carryforward will be utilized.

deferred tax assets with a valuation allowance.

To the extent that any United Kingdomforeign taxes are incurred by the subsidiarysubsidiaries invested in real estate located in London, England,outside of the United States, a provision is made for such taxes.

No provision has been made in the combined financial statements of the Company Predecessor for U.S. income taxes, as any such taxes are the responsibility of GI Partners’ Members, as GI Partners is a limited liability company.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

(o)(p) 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 combinedconsolidated 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

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

income in the accompanying statements of operations, are recognized whenover the related leases are canceled andnew remaining term of the Company orlease, effective as of the Company Predecessor has no continuing obligation to provide services to such former tenants.

date the lease modification is finalized, assuming collection is probable.

A provision for possible loss is made if the collection of the receivable balances related to contractual rent, rent recorded on a straight-line basis, and tenant reimbursements and lease termination fees are considered to be uncollectible.

doubtful.

(p)(q) Asset Retirement Obligations

We record accruals for estimated retirement obligations, as required by SFAS No. 143, “Accounting for Asset Retirement Obligations” and FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47). 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. At December 31, 2005 the amount included in accounts payable and other accrued liabilities on our consolidated balance sheet was approximately $0.8 million and the equivalent asset is recorded at $0.7 million, net of amortization. No amount was recognized at December 31, 2004 for these conditional asset retirement obligations as we adopted FIN 47 in 2005.

(r) Management’s Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made.

(q) Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

3. Minority Interests in the Operating Partnership

Minority interests relate to the interests in the Operating Partnership relate to the interests that are not owned by us. The following table shows the Company, which,ownership interest in the Operating Partnership at December 31, 2004, amounted to 59.5%. 2005 and December 31, 2004.

  December 31, 2005  December 31, 2004 
  

Common units and

long term incentive
units

 Percentage of
total
  

Common units and

long term

incentive units

 Percentage
of total
 

The Company

 27,363,408 46.4% 21,421,300 40.5%

Minority interest consisting of:

    

GI Partners

 23,699,359 40.2  23,699,359 44.8 

Third Parties

 6,331,511 10.7  6,331,511 11.9 

Employees (long term incentive units, see note 8)

 1,622,671 2.7  1,490,561 2.8 
          
 59,016,949 100.0% 52,942,731 100.0%
          

In conjunction with the our formation, of the Company, GI Partners received Unitscommon units, in exchange for contributing ownership interests in the Company Predecessor’s properties to the Operating Partnership. Also in connection with

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

acquiring real estate interests owned by third parties, the Operating Partnership issued Unitscommon units to those sellers. Limited partners who acquired Unitscommon units in the formation transactions have the right, commencing on or after January 3, 2006, to require the Operating Partnership to redeem part or all of their Unitscommon units for cash based upon the fair market value of an equivalent number of shares of the Company’sour common stock at the time of the redemption. Alternatively, the Companywe may elect to acquire those Unitscommon units in exchange for shares of the Company’sour 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 theregistration rights agreements we entered into with GI Partners’ contribution agreement, the Operating Partnership assumed or succeeded to all of GI Partners’ rights, obligations and responsibilities with respect to the propertiesPartners and the property entities contributed. GI Partners’ contribution agreement contains representations and warranties by GI Partnersother third party contributors, we are required to file a shelf registration statement covering the Operating Partnership with respect to the condition and operationsissuance of the propertiesshares of our common stock issuable upon redemption of the common units, and interests contributedthe resale of those shares of common stock by the holders. We made the initial filing of this registration statement in November 2005 and certain other matters. With some exceptions, GI Partners has agreed to indemnify the Operating Partnership for breach of these representations and warranties on or prior to February 15, 2006, subject to a $500,000 deductible and up to a maximum of $15.0 million. GI Partners pledged approximately 1.3 million Units to the Operating Partnership in order to secure its indemnity obligations, and in except in limited circumstances these Unitsanticipate that this registration statement will be the sole recourse of the Operating Partnershipeffective in the casefirst quarter of a breach of a representation or warranty or other claim for indemnification.

Immediately following the completion of the IPO, GI Partners made a pro rata allocation, in accordance with their respective interests and with the terms of its constitutive documents, to its investors, a portion of the Units received by GI Partners in the formation transactions consummated concurrently with the IPO (having an aggregate value of approximately $81.7 million based on the IPO price of the Company’s stock), and immediately thereafter, the Company purchased from these investors the units allocated to them at a price per

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

unit of $11.16, which is equal to the per share IPO price of the Company’s stock, net of underwriting discounts and commissions and financial advisory fees paid to the underwriters for the IPO. In addition, since the underwriters exercised their over-allotment option in connection with the IPO, GI Partners made an additional pro rata allocation to the investors of GI Partners of 1,421,300 Units (equal to the number of shares sold pursuant to such exercise), and the Company purchased such Units from these investors at a price per unit equal to $11.16 per share. The units purchased by the Company from the investors of GI Partners automatically converted from limited partner interests to general partner interests upon purchase by the Company.

2006. Richard Magnuson, the Executive Chairman of our board of directors, Michael Foust, our Chief Executive Officer and a member of our board of directors, and Scott Peterson, our Senior Vice President, Acquisitions, are minority indirect investors in GI Partners, and received in the aggregate less than 0.1% of the total cash paid by us to the investors of GI Partners in connection with our purchase of the Units held by them.

In connection with the completion of the IPO, the Operating Partnership entered into a contribution agreement with certain third parties (the eXchange parties), pursuant to which the eXchange parties contributed their interests in 200 Paul Avenue, 1100 Space Park Drive, the eXchange colocation business and other specified assets and liabilities to the Operating Partnership in exchange for cash, units and the assumption of debt. Under the eXchange parties’ contribution agreement, the eXchange parties directly received $15.0 million in cash, 5,935,846 Units and the Operating Partnership assumed or repaid an aggregate of $62.8 million of indebtedness encumbering the properties. The eXchange parties are unaffiliated with GI Partners; however John O. Wilson, the Company’s Executive Vice President, Technology Infrastructure owns a 10% interest in the eXchange parties.

Pursuant to the eXchange parties’ contribution agreement, the Operating Partnership assumed or succeeded to all the eXchange parties’ rights, obligations and responsibilities with respect to the properties involved. The eXchange parties’ contribution agreement contains representations and warranties by the eXchange parties to the Operating Partnership with respect to the condition and operations of the properties and assets contributed to us and certain other matters. The eXchange parties have agreed to indemnify the Operating Partnership for breach of these representations and warranties on or prior to February 15, 2006, subject to a $150,000 deductible and up to a maximum of $5.0 million. The eXchange parties pledged approximately 417,000 units to the Operating Partnership, in order to secure its indemnity obligations, and, except in limited circumstances, these units will be the sole recourse of the Operating Partnership in the case of a breach of a representation or warranty or other claim for indemnification.

Partners.

Under the terms of certain third parties’ (the eXchange parties’parties) contribution agreement signed in the Company hasfinal quarter of 2004, we have agreed to indemnify each eXchange party against adverse tax consequences in the event the Operating Partnership directly or indirectly, sells, exchanges or otherwise disposes of (whether by way of merger, sale of assets or otherwise) in a taxable transaction any interest in 200 Paul Avenue 1-4 or 1100 Space Park Drive until the earlier of November 3, 2013 and the date on which these contributors hold less than 25% of the Units issued to them in the formation transactions consummated concurrently with the IPO.

Under the eXchange parties’ contribution agreement, the Companywe agreed to make $20.0 million of indebtedness available for guaranty by theses parties until the earlier of November 3, 2013 and the date on which these contributors or certain transferees hold less than 25% of the Units issued to them in the formation transactions consummated concurrently with the IPO.

Upon completion of the IPO and after the Company purchased, immediately following the completion of the IPO, 6,810,036 units from the investors of GI Partners, 62.2% of the carrying value of the net assets of the Operating Partnership was allocated to minority interests. As a result of the exercise of the underwriters’ over-

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

allotment option of 1,421,300 shares on November 28, 2004, and the purchase of 1,421,300 units from the investors of GI Partners immediately following the exercise of the over-allotment option, the minority interests were reduced to 59.5%.

As of December 31, 2004, GI Partners owns 23,699,359 Units or 44.8% of total Units, third parties own 6,331,511 Units or 11.9% of total Units and Company employees, non-employee directors and the Company’s Executive Chairman together own 1,490,561 fully vested long term incentive units or 2.8% of total Units. Long-term incentive units are further discussed in note 8.

4. Investment in Real Estate

We had the following investments in real estate at December 31, 2005 and 2004.

As of December 31, 2004 the Company held 24 properties; 23 located in eight states2005, 39%, 15% and 12% of the United States of America and one located in London, England, with 21% and 50% of carrying value ofour net investments in real estate comprised of five properties located in Texas and elevenrelated to properties located in California, Texas and Illinois, respectively.

As of December 31, 2003, the Company’s Predecessor held 13 properties; 12 located in six states within the United States2004 50% and one located in London, England, with 29% and 27%21% of the carrying value of the investments in real estate comprised of threeour properties located in Texas and fourrelated to properties located in California and Texas, respectively.

The Predecessor had a 90% ownership interest in a property known as Univision Tower, located in Texas. The minority partner’s 10% share is reflected in minority interests in the accompanying combined financial statements through November 3, 2004 when such interest was purchased by the Company upon completion of the IPO.

The Company hasWe have a 98% ownership interest in a joint venture that owns a property known as Stanford Place II, located in Colorado.7979 East Tufts Avenue. The minority partner’s 2% share is reflected in minority interests in the accompanying financial statements. Distributions from this joint venture are allocated based on the stated percentage interests until distributions exceed the amount required to return all capital plus a 15% return. After that, disproportionate allocations are made based on the formulas described in the joint venture agreement whereby the 2% joint venture partner is allocated a larger share.

At December 31, 2004, the Companywe owned a 75% tenancy-in-common interest in the eBay Data Center property3065 Gold Camp Drive and an unrelated third party held the remaining 25% of the tenancy-in-common. On January 7, 2005, the third-party owner of the remaining 25% interest in this property exercised its option to require us to purchase its 25% interest. The purchase price for the remaining 25% interest was $4.1 million. The acquisition was completed on January 21, 2005.

The Predecessor had a 90% ownership interest in 2323 Bryan Street, a property located in Texas. The minority partner’s 10% share is reflected in minority interests in the accompanying combined financial statements through November 3, 2004 when such interest was purchased by us upon completion of the IPO.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

5. Debt

A summary of outstanding indebtedness as of December 31, 20042005 and 20032004 is as follows (in thousands):

 

Properties


  Interest Rate

  Maturity Date

  

Principal

Outstanding

Dec 31 2004


  

Principal

Outstanding

Dec 31 2003


100 Technology Center Drive—Mortgage

  LIBOR + 1.70%(1) Apr. 1, 2009  $20,000  $—  

200 Paul Avenue—Mortgage

  LIBOR + 3.17%(1) Jul. 1, 2006(2)  46,749   —  

Ardenwood Corporate Park, NTT/Verio Premier Data Center, VarTec Building—Mortgage

  LIBOR + 1.59%(1) Aug. 9, 2006(3)  43,000   43,000

Ardenwood Corporate Park, NTT/Verio Premier Data Center, VarTec Building—Mezzanine

  LIBOR + 5.75% Aug. 9, 2006(3)  22,000   22,000

AT&T Web Hosting Facility—Mortgage

  LIBOR + 1.85%(1) Dec. 1, 2006(2)  8,775   8,775

Camperdown House—Mortgage

  6.85% Oct. 31, 2009   22,672(4)  23,079

Carrier Center—Mortgage

  LIBOR + 4.25%(1) Nov. 11, 2007(6)  25,964   —  

Granite Tower—Mortgage

  LIBOR + 1.20%(5) Jan. 1, 2009   21,645   21,645

Maxtor Manufacturing Facility—Mortgage

  LIBOR + 2.25% Dec. 31, 2006(2)  17,965   18,000

Stanford Place II—Mortgage

  5.14% Jan. 10, 2009   26,000   26,000

Univision Tower—Mortgage(10)

  6.04% Nov. 6, 2009   57,943   —  

Univision Tower—Mortgage

  7.52% —  (9)  —     39,856

Univision Tower—Mezzanine

  8.00% —  (9)  —     18,000

36 Northeast Second Street—Mortgage

  4.00% —  (9)  —     18,024

eBay Data Center Bridge Loan

  LIBOR + 2.00% Aug. 11, 2005   7,950   —  

ASM Lithography Facility—Mortgage(9)

  4.75% —     —     14,000

Secured Term Debt(7)

  5.65% Nov. 11, 2014   154,835   —  

Unsecured Credit Facility(8)

  LIBOR + 1.625% Nov. 3, 2007   44,000   —  

Allocation of GI Partners Revolving Credit Facility

  LIBOR + 0.875% —  (9)  —     44,436
         


 

Total principal outstanding

         519,498   296,815

Loan premium

         —     1,050
         


 

Total indebtedness

        $519,498  $297,865
         


 

Properties

  Interest Rate  Maturity Date  Principal
Outstanding
December 31, 2005
  Principal
Outstanding
December 31, 2004
 

100 Technology Center Drive—Mortgage

  LIBOR + 1.70%(1) Apr. 1, 2009  $20,000  $20,000 

200 Paul Avenue 1-4—Mortgage

  LIBOR + 3.17%(1)(2) —     —     46,749 

200 Paul Avenue 1-4—Mortgage

  5.74% Oct. 8, 2015   81,000   —   

34551 Ardenwood Boulevard 1-4, 2334 Lundy Place, 2440 Marsh Lane—Mortgage

  LIBOR + 1.59%(1) Aug. 9, 2006(4)  43,000   43,000 

34551 Ardenwood Boulevard 1-4, 2334 Lundy Place, 2440 Marsh Lane—Mezzanine

  LIBOR + 5.75% —     —     22,000 

375 Riverside Parkway—Mortgage

  LIBOR + 1.85%(1) Nov. 25, 2006(3)  8,775   8,775 

6 Braham Street—Mortgage

  6.85% Oct. 31, 2009   22,490(5)  22,672(5)

600 West Seventh Street—Mortgage

  LIBOR + 4.25%(6)   —     25,964 

731 East Trade Street—Mortgage

  8.22% Jul. 1, 2020   6,042   —   

3065 Gold Camp Drive Bridge Loan

  LIBOR + 2.00% —     —     7,950 

4055 Valley View Lane—Mortgage

  LIBOR + 1.20%(1) Jan. 1, 2009   21,150   21,645 

350 East Cermak Road—Mortgage

  LIBOR + 2.20%(1)(8) Jun. 9, 2008(3)  100,000   —   

1125 Energy Park Drive—Mortgage

  7.62%(9) Mar. 1, 2032   9,675   —   

47700 Kato Road & 1055 Page Avenue—Mortgage

  LIBOR + 2.25% Dec. 31, 2006(3)  17,540   17,965 

7979 East Tufts Avenue—Mortgage

  5.14% Jan. 10, 2009   26,000   26,000 

2323 Bryan Street—Mortgage(10)

  6.04% Nov. 6, 2009   57,282   57,943 

Secured Term Debt(11)

  5.65% Nov. 11, 2014   152,918   154,835 

Unsecured Credit Facility(12)

  LIBOR + 1.500% Oct. 31, 2008(7)  181,000   44,000 
           

Total principal outstanding

     746,872   519,498 

Loan premium—1125 Energy Park Drive and 731 East Trade Street mortgages

     2,195   —   
           

Total indebtedness

    $749,067  $519,498 
           

(1)The Company hasWe have entered into interest rate swap agreements as a cash flow hedge for these loans. The total variable rate debt subject to the swap agreements was $192.9 million and $140.2 million as of December 31, 2004.2005 and December 31, 2004, respectively. See note 10 for further information.
(2)Two one-year extensions are available.
(3)A 13-month extension and a one-year extension are available.
(4)Based on our hedged exchange rate of $1.6083 to £1.00.
(5)Subject to a 2.5% LIBOR floor.
(6)A one-year extension option is available.
(7)This amount represents mortgage debt that is secured by our interests in 36 Northeast Second Street, Brea Data Center, Comverse Technology Building, Hudson Corporate Center, Siemens Building, and Webb at LBJ. Each of the six loans are cross-collateralized by the six properties.
(8)The interest rate under our unsecured credit facility equals LIBOR plus a margin of between 1.375% to 1.750% based on our leverage ratio and also includes a base rate option of 0.375% - 0.750%.
(9)This loan was repaid upon completion of the IPO.
(10)The Univision Tower mortgage loan is also secured by a $5.0 million letter of credit.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

(2)This mortgage was repaid in October 2005. This was the weighted average interest rate as of December 31, 2004. The first note, in a principal amount of $45.0 million, bore interest at a rate of LIBOR + 3.0% per annum and the second note, in a principal amount of $1.7 million, bore interest at a rate of LIBOR + 7.0% per annum.
(3)Two one-year extensions are available, which we may exercise if certain conditions are met.
(4)A 13-month extension and a one-year extension are available, which we may exercise if certain conditions are met.
(5)Based on exchange rates of $1.72 to £1.00 as of December 31, 2005 and $1.61 to £1.00 as of December 31, 2004.
(6)Subject to a 2.5% LIBOR floor.
(7)A one-year extension option is available.
(8)This is the weighted average interest rate as of December 31, 2005. The first note, in a principal amount of $80.0 million, bears interest at a rate of LIBOR + 1.375% per annum and the second note, in a principal amount of $20.0 million, bears interest at a rate of LIBOR + 5.5% per annum.
(9)If the loan is not repaid by March 1, 2012, the interest rate increases to the greater of 9.62% or the then treasury rate plus 2%.
(10)This loan is also secured by a $5.0 million letter of credit.
(11)This amount represents six mortgage loans secured by our interests in 36 NE 2nd Street, 3300 East Birch Street, 100 & 200 Quannapowitt Parkway, 300 Boulevard East, 4849 Alpha Road, and 11830 Webb Chapel Road. Each of these loans are cross-collateralized by the six properties.
(12)The interest rate under our unsecured credit facility equals either (i) LIBOR plus a margin of between 1.250% and 1.625% or (ii) the greater of (x) the base rate announced by the lender and (y) the federal funds rate, plus a margin of between 0.375% – 0.750%. In each case, the margin is based on our leverage ratio. We incur a fee equal ranging from 0.15% to 0.25% for the unused portion of our unsecured credit facility.

Net loss from early extinguishment of debt related to prepayment costs and unamortized deferred financing costs write offs of assets when we prepaid loans. We repaid loans in 2005 over our 600 West Seventh Street and 200 Paul Avenue 1-4 properties and mezzanine debt over our 34551 Ardenwood Boulevard 1-4, 2334 Lundy Place, 2440 Marsh Lane properties.

As of December 31, 2004,2005, principal payments due for our loans are as follows (in thousands):

 

2005

  $15,692

2006

   141,844  $75,306

2007

   74,651   7,119

2008

   5,889   286,989

2009

   138,047   141,086

2010

   4,554

Thereafter

   143,375   231,818
  

   

Total

  $519,498  $746,872
  

   

The Company has a $200 millionOn October 31, 2005, our operating partnership entered into an amendment of its existing unsecured revolving credit facility that expiresto raise the commitments thereunder to $350.0 million (with the option to further increase the unsecured revolving credit facility to $500 million subject to receipt of lender commitments and satisfaction of other conditions), reduce the applicable margin on November 3, 2007. Approximately $44.0advances by 12.5 basis points and extend the maturity by one year. Borrowings under the amended unsecured revolving credit facility currently bear interest at a rate based on LIBOR plus a margin ranging from 1.250% to 1.625%, depending on our operating partnership’s overall leverage, which margin was 1.50% as of December 31, 2005. The amended unsecured revolving credit

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

facility matures in October 2008, subject to a one-year extension option. The amended unsecured revolving credit facility has a $150.0 million sub-facility for foreign exchange advances in Euros and British Sterling. As of December 31, 2005, approximately $181.0 million was drawn under this facility as of December 31, 2004 and approximately $53.9 million of this credit facility remained available pursuant to the terms of this facility. The unsecured credit facility has a one-year extension option. The credit facility contains various restrictive covenants, including limitations on the Company’sour ability to incur additional indebtedness, make certain investments or merge with another company, limitations on restricted payments, and requirements to maintain financial coverage ratios and maintain a pool of unencumbered assets.

The limitation on restricted payments, referred to above, provide that, In addition except to enable the Companyus to maintain itsour status as a REIT for federal income tax purposes, the Company,we will not during any four consecutive fiscal quarters make distributions with respect to common stock or other equity interests in an aggregate amount in excess of 95% of Funds From Operations, as defined, for such period, subject to certain other adjustments. As of December 31, 2004, the Company was2005, we believe that we were in compliance with all the covenants.

Some of the loans impose penalties upon prepayment. The terms of the following mortgage loans do not permit prepayment of the loan prior to the dates listed below:

 

Loan


  Date

Carrier Center Mortgage

October 2005

Ardenwood Corporate Park, NTT/Verio
Premier Data Center, Var Tec Building Mortgage

October 2005

Ardenwood Corporate Park, NTT/Verio
Premier Data Center, Var Tec Building Mezzanine

October 2005

Granite Tower Mortgage4055 Valley View Lane

  January 2006

100 Technology Center Drive Mortgage

  March 2006

Univision Tower Mortgage350 East Cermak Road

May 2006

2323 Bryan Street

  August 2009

200 Paul Avenue 1-4

November 2010

1125 Energy Park Drive

December 2011

Secured Term Debt

  September 2014

6. Income (loss) per Share

Borrowings under GI Partners’ $100,000,000 revolving credit facilityThe following is a summary of the elements used in calculating basic and diluted income per share (in thousands, except share and per share amounts):

   Year ended
December 31, 2005
  November 3, 2004
to
December 31, 2004
 

Net income

  $16,101  $(6,169)

Preferred dividends

   (10,014)  —   
         

Income (loss) allocable to common stockholders

  $6,087  $(6,169)
         

Weighted average shares outstanding-basic

   23,986,288   20,770,875 

Potentially dilutive common shares:

   

Stock options

   235,444   —   
         

Weighted average shares outstanding—diluted

   24,221,732   20,770,875 
         

Income (loss) per share:

   

Basic

  $0.25  $(0.30)

Diluted

  $0.25  $(0.30)
         

For the year ended December 31, 2005 and the period from November 3, 2004 to December 31, 2004, weighted average Operating Partnership units of 31,539,155 and 31,521,431, respectively, were allocated toexcluded from the Company Predecessor tocomputation of diluted earnings per share as their effect would not be dilutive. For the extent thatperiod November 3, 2004 through December 31, 2004 the borrowingspotentially dilutive shares related to stock options for 924,902 shares were not included in the Company Predecessor’s real estate investments. Upon completion ofloss per share calculation, as the IPO, the Company assumed and repaid $6.1 million of such borrowings. Outstanding advances under GI Partners’ line of credit bore interest at variable rates based on LIBOR plus 0.875%.effect is antidilutive.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

6. Loss per Share

The following is a summary of the elements used in calculating basic and diluted loss per share (in thousands, except share and per share amounts):

   

November 3, 2004

Through

December 31, 2004


 

Net loss

  $(6,169)

Weighted average shares outstanding—basic

   20,770,875 

Potentially dilutive common shares(1):

     

Stock options

   —   

Weighted average shares outstanding—diluted

   20,770,875 

Net loss per share—basic and diluted

  $(0.30)

(1)For the period November 3, 2004 through December 31, 2004 the potentially dilutive shares related to stock options for 924,902 shares were not included in the loss per share calculation, as the effect is antidilutive.

7. Stockholders Equity

(a) Redeemable Preferred Stock

Underwriting discounts and commissions and other offering costs totaling approximately $7.0 million are reflected as a reduction to preferred stock in the accompanying consolidated balance sheet.

8.50% Series A Cumulative redeemable preferred stock

We currently have outstanding 4,140,000 shares of our 8.50% series A cumulative redeemable preferred Stock, or series A preferred stock. Dividends are cumulative on our series A preferred stock from the date of original issuance in the amount of $2.125 per share each year, which is equivalent to 8.50% of the $25.00 liquidation preference per share. Dividends on our series A preferred stock are payable quarterly in arrears. Our series A 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, our series A preferred stock will rank senior to our common stock with respect to the payment of distributions and other amounts and ranks on parity with our Series B Preferred Stock. We are not allowed to redeem our series A preferred stock before February 9, 2010, except in limited circumstances to preserve our status as a REIT. On or after February 9, 2010, we may, at our option, redeem our series A 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 A preferred stock up to but excluding the redemption date. Holders of our series A preferred stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Our series A preferred stock is not convertible into or exchangeable for any other property or securities of our company.

7.875% Series B Cumulative redeemable preferred stock

We currently have outstanding 2,530,000 shares of our 7.875% series B cumulative redeemable preferred Stock, or series B preferred stock. Dividends are cumulative on our series B preferred stock from the date of original issuance in the amount of $1.96875 per share each year, which is equivalent to 7.875% of the $25.00 liquidation preference per share. Dividends on our series B preferred stock are payable quarterly in arrears. Our series B 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, our series B preferred stock will rank senior to our common stock with respect to the payment of distributions and other amounts and ranks on parity with our Series A Preferred Stock. We are not allowed to redeem our series B preferred stock before July 26, 2010, except in limited circumstances to preserve our status as a REIT. On or after July 26, 2010, we may, at our option, redeem our series B 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 B preferred stock up to but excluding the redemption date. Holders of our series B preferred stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Our series B preferred stock is not convertible into or exchangeable for any other property or securities of our company.

(a)(b) Common Shares and Units

A Unitcommon unit and a share of our common stock have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. A Unit may be redeemed for cash, or, atThe common units are further discussed in note 3 and the Company’s option, exchanged for shares of common stock on a one-for-one basis after January 3, 2006, except for long-termlong term incentive units which are discussed in Notenote 8. There were 21,421,300 shares of

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

(c) Dividends

We have declared the following dividends and equivalent distributions on common stockunits in our Operating Partnership for the year ended December 31, 2005 and 31,521,431 of Units outstanding as ofthe period from November 3, 2004 to December 31, 2004.

 

Date dividend and
distribution declared

 

Share class

 Dividend and
distribution
amount per
share
 

Period covered

 

Dividend and
distribution

payable date

 Annual equivalent
rate of dividend
and distribution
per share
 Dividend and
distribution
amount (in
thousands)

November 8, 2005

 Series A Preferred Stock $0.53125 October 1, 2005 to December 31, 2005 December 30, 2005 to shareholders on record on December 15, 2005. $2.125 $2,199

November 8, 2005

 Series B Preferred Stock $0.49219 October 1, 2005 to December 31, 2005 December 30, 2005 to shareholders on record on December 15, 2005. $1.969 1,246

November 8, 2005

 Common stock and operating partnership common units and long term incentive units. $0.26500 October 1, 2005 to December 31, 2005 January 13, 2006 to shareholders on record on December 30, 2005. $1.060 15,639

August 9, 2005

 Series A Preferred Stock $0.53125 July 1, 2005 to September 30, 2005 September 30, 2005 to shareholders on record on September 15, 2005. $2.125 2,199

August 9, 2005

 Series B Preferred Stock $0.35547 July 26, 2005 to September 30, 2005 September 30, 2005 to shareholders on record on September 15, 2005. $1.969 900

August 9, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 July 1, 2005 to September 30, 2005 September 30, 2005 to shareholders on record on September 15, 2005. $0.975 14,338

May 16, 2005

 Series A Preferred Stock $0.53125 April 1, 2005 to June 30, 2005 June 30, 2005 to shareholders on record on June 15, 2005. $2.125 2,199

May 16, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 April 1, 2005 to June 30, 2005 June 30, 2005 to shareholders on record on June 15, 2005. $0.975 12,905

February 14, 2005

 Series A Preferred Stock $0.30694 February 9, 2005 to March 31, 2005 March 31, 2005 to shareholders on record on March 15, 2005. $2.125 1,271

February 14, 2005

 Common stock and operating partnership common units and long term incentive units. $0.24375 January 1, 2005 to March 31, 2005 March 31, 2005 to shareholders on record on March 15, 2005. $0.975 12,905

December 14, 2004

 Common stock and operating partnership common units and long term incentive units. $0.15632 November 3, 2004 to December 31, 2004 January 14, 2005 to shareholders on record on December 31, 2004. $0.975 8,276

(b) DividendsDIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

On December 14, 2004, the CompanyTotal 2005 dividends and distributions declared a dividend to common stockholders of record and the Operating Partnership declared a distribution to Unit holders of record, in each case as of December 31, 2004, totaling approximately $8.3 million or $0.156318 per share or unit, covering the period from the completion of the IPO on November 3, 2004 through December 31, 2004. The dividend and distribution were2005:

   Declared in 2004  Declared in 2005  Total

Series A Preferred Stock

   —     7,868   7,868

Series B Preferred Stock

   —     2,146   2,146

Common stock and operating partnership common units and long term incentive units.

   8,276   55,787   64,063
            
  $8,276  $65,801  $74,077
            

All dividends paid on January 14, 2005. The dividendour common and distributionpreferred stock in 2005 were equivalent to an annual rate of $0.975 per share and unit.

classified as ordinary income for income tax purposes.

(c)(d) Stock Options

The fair market value of each option granted under the 2004 Incentive Award Plan is estimated on the date of the grant using the Black-Scholes option-pricing model with the weighted-average assumptions listed below for grants in 2005 and 2004. The fair values are being expensed on a straight-line basis over the vesting period of the options, which isranges from four to five years. The expense recorded for the year ended December 31, 2005 and the period from the completion of the IPO on November 3, 2004 throughto December 31, 2004 was $32,000.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

approximately $0.2 million and $32,000 respectively. Deferred compensation representing the unvested portion of the stock options totaled $1.0 million and $0.8 million as of December 31, 2005 and 2004, respectively and is included in additional paid-in capital in the accompanying consolidated balance sheets. We expect to recognize this deferred compensation over the next 3.4 years on a weighted average basis.

The following table sets forthshows the weighted-average assumptions used to calculate the fair value of the stock options granted for the year ended December 31, 2005 and the period endedfrom November 3, 2004 to December 31, 2004:

 

Dividend yield

7.92%

Expected life of option

120 months

Risk-free interest rate

4.11%

Expected stock price volatility

22.29%

The weighted-average fair value of stock options granted during 2004 was $0.91.

   Year ended
December 31, 2005
  November 3, 2004
to December 31, 2004
 

Dividend yield

  5.61% 7.92%

Expected life of option

  120 months  120 months 

Risk-free interest rate

  4.48% 4.11%

Expected stock price volatility

  21.42% 22.29%

A summary of the stock option activity for the 2004 Incentive Award Plan forthe year ended December 31, 2005 and the period endedfrom November 3, 2004 to December 31, 2004 is as follows:

 

   Shares

  

Weighted-Average

Exercise Price


Options outstanding, beginning of year

  —    $—  

Granted

  924,902   12.16

Exercised

  —     —  

Cancelled

  —     —  
   
    

Options outstanding, end of year

  924,902   12.16
   
    

Exercisable, end of year

  —     —  
   
    

Weighted-average fair value of options granted during the year

      0.91
   

Year ended

December 31, 2005

  

November 3, 2004

to December 31, 2004

   Shares  Weighted average
exercise price
  Shares  Weighted average
exercise price

Options outstanding, beginning of period

  924,902  $12.16  —    $—  

Granted

  156,000   18.88  924,902   12.16

Exercised

  (58,154)  12.33  —     —  

Cancelled

  (82,907)  12.61  —     —  
          

Options outstanding, end of period

  939,841  $13.27  924,902  $12.16
          

Exercisable, end of period

  154,712  $12.05  —     —  
          

Weighted-average fair value of options granted during the period

   $2.57    $0.91

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

During the period endedAt December 31, 2004,2005, we had 924,902939,841 stock options outstanding, with exercise prices ranging from $12.00 to $13.02.$20.37. At December 31, 2005, outstanding stock options totaling 819,841 and all of the exercisable options had exercise prices between $12.00 and $14.50 and 120,000 outstanding stock options had an exercise price of $20.37. The weighted-average remaining contractual life of these options at December 31, 20042005 was 9.869.0 years.

(d) Distributions

Earnings and profits, which determine the taxability of distributions to stockholders, will differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition, compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation.

Dividends declared by a REIT in October, November or December of any calendar year, payable to stockholders of record on a specified date in any such month, shall be deemed to have been paid by the REIT, and received by such stockholder on At December 31, 2005 the weighted average fair value of such calendar year, provided the dividend is actually paid in January of the following year. The Company believes that this provision only applies to the extent of its otherwise undistributed 2004 earnings and profits. Accordingly,exercisable stock options measured at their grant date was approximately 25% to 30% of the distribution declared by the Company on December 14, 2004, payable to stockholders of record on December 31, 2004, and paid on January 14, 2005, will be treated as a dividend for federal income tax purposes in 2004 and the remainder will be treated as distributed to the stockholders in 2005.

$0.1 million.

8. Incentive Plan

(a) Incentive Award Plan

The Company’s incentive award planOur 2004 Incentive Award Plan provides for the grant of incentive awards to employees, directors and consultants. Awards issuable under the incentive award plan2004 Incentive Award Plan include stock options, restricted stock, dividend

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

equivalents, stock appreciation rights, long-term incentive units, cash performance bonuses and other incentive awards. Only employees are eligible to receive incentive stock options under the incentive award plan. The Company has2004 Incentive Award Plan. We have reserved a total of 4,474,102 shares of common stock for issuance pursuant to the incentive award plan,2004 Incentive Award Plan, subject to certain adjustments set forth in the plan.2004 Incentive Award Plan. As of December 31, 2005, 587,039 shares of common stock or awards convertible into or exchangeable for common stock remained available for future issuance under the 2004 Incentive Award Plan. Each long-term incentive and Class C unit issued under the incentive award plan2004 Incentive Award Plan will count as one share of common stock for purposes of calculating the limit on shares that may be issued under the plan2004 Incentive Award Plan and the individual award limit discussed below.

(b) Long Term Incentive Units

Long-term incentive 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, whether vested or not, will receive the same quarterly per unit distributions as common units in the Operating Partnership, which equal per share distributions on the Company’sour common stock. Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. Upon the occurrence of specified events, long-term incentive units may over time achieve full parity with common units in the Operating Partnership for all purposes, and therefore accrete to an economic value for participants equivalent to the Company’sour common stock on a one-for-one basis. If such parity is reached, vested long-term incentive units may be converted into an equal number of common units of the Operating Partnership at any time, and thereafter enjoy all the rights of common units of the Operating Partnership.

In connection with the IPO an aggregate of 1,490,561 of fully vested long-term incentive units were issued and compensation expense totaling $17.9 million was recorded at the completion of the IPO. Parity was reached for these units on February 9, 2005 upon completion of theour series A preferred stock offering. See note 16.

(c) Class C Profits Interests Units

During the final quarter of 2005, we granted to each of our named executive officers and certain other employees an award of Class C Profits Interest Units (Class C Units) of the Operating Partnership under our 2004 Incentive Award Plan. If the performance condition and the other vesting conditions are satisfied with respect to a Class C Unit, as described below, the Class C Unit will be treated in the same manner as the existing long-term incentive units issued by the Operating Partnership.

The Class C Units subject to each award will vest based on the achievement of a 10% or greater compound annual total shareholder return, as defined, for the period from the grant date through earlier of September 30, 2008 and the date of a change of control of our Company (the Performance Condition) combined with the

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

employee’s continued service with our company or the Operating Partnership through September 30, 2010. Upon achievement of the performance condition, the Class C units will receive the same quarterly per unit distribution as common units in the operating partnership.

The aggregate amount of the performance award pool will be equal to 7% of the excess shareholder value, as defined, created during the applicable performance period, but in no event will the amount of the pool exceed the lesser of $40,000,000 or the value of 2.5% of the total number of shares of our common stock and limited partnership units of the Operating Partnership at the end of the performance period.

Except in the event of a change in control of our company, 60% of the Class C Units that satisfy the Performance Condition will vest at the end of the three year performance period and an additional 1/60th of such Class C Units will vest on the date of each monthly anniversary thereafter, provided that the employee’s service has not terminated prior to the applicable vesting date.

To the extent that any Class C Units fail to satisfy the Performance Condition, such Class C Units will automatically be cancelled and forfeited by the employee. In addition, any Class C Units which are not eligible for pro rata vesting in the event of a termination of the employee’s employment due to death or disability or without cause (or for good reason, if applicable) will automatically be cancelled and forfeited upon a termination of the employee’s employment.

In the event that the value of the employee’s allocated portion of the award pool that satisfies the performance condition equates to a number of Class C Units that is greater than the number of Class C Units awarded to the executive, we will make an additional payment to the executive in the form of a number of shares of our restricted stock equal to the difference subject to the same vesting requirements as the Class C Units.

A portion of the award pool remains unallocated and available for grants to other future senior executives or to the then current grantees (including the named executive officers) if the Compensation Committee determines that the award pool percentage allocated to one or more of such executives should be increased.

On October 26, 2005, the Operating Partnership amended and restated its agreement of limited partnership in order to create the Class C Units. The Class C Units awarded and award pool percentages with respect to the awards made in 2005 to our named Executive Officers and others are as follows:

   

Number of Class C

units

  

Award Pool

percentage

 

Richard A. Magnuson

  333,333  26.5%

Michael F. Foust

  250,000  19.8%

A. William Stein

  166,667  13.2%

Scott E. Peterson

  166,667  13.2%

Christopher J. Crosby

  80,000  6.3%

Others

  183,333  14.6%

Unallocated at December 31, 2005

  80,000  6.4%
       
  1,260,000  100.0%
       

The fair value of these awards of approximately $4.0 million will be recognized as compensation expense over the expected service period of five years. We recognized compensation expense related to these Class C units of $0.2 million in the year ended December 31, 2005. If the Performance Condition is not met, the amount of unamortized amount will be recognized as an expense at that time.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

(d) 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 Internal Revenue Code. The 401(k) Plan complies with Internal Revenue Service requirements as a 401(k) Safe Harbor Plan whereby discretionary contributions made by us are 100% vested. The aggregate cost of our contributions to the 401(k) Plan was approximately $0.1 million for the year ended December 31, 2005, and we incurred no cost during the years ended December 31, 2004 and 2003.

9. Fair Value of Instruments

Statement of Financial Accounting Standards No. 107,Disclosures about Fair Value of Financial Instruments, requires us toWe 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.

The estimates of the fair value financial instruments at December 31, 20042005 and 2003,2004, respectively, 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, security deposits and prepaid rents and asset management fees payable to a related party approximate fair value because of the short-term nature of these instruments. As described in note 10, the interest rate cap, interest rate swap and foreign currency forward sale contracts are recorded at fair value.

We calculate the fair value of our notes payable under line of credit, mortgage and other secured loans 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 debt.

At December 31, 20042005 the aggregate fair value of the Company’sour mortgage and other secured loans is estimated to be $530.9$754.1 million compared to the carrying value of $519.5$749.1 million. As of December 31, 20032004 the fair value of the Company’s Predecessorour loans was estimated to be approximately $300.9$530.9 million compared to a carrying value of $297.9$519.5 million.

10. Derivative Instruments

In November 2004 and May 2005, we entered into interest rate swaps to hedge variability in cash flows related to certain of our mortgage loans. The fair value of such derivatives was $3.3 million and ($27,000) at December 31, 2005 and December 31, 2004. For the year ended December 31, 2005, the change in net unrealized gains for derivatives designated as cash flow hedges was $3.3 million, and is separately disclosed in the statement of comprehensive income, as reduced by the amount allocated to minority interests.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

10. Derivative Instruments

Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities (SFAS 133), as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS 133, the Company records all derivatives in the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation.

Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Through December 31, 2004, such derivatives were used to hedge the variable cash flows associated with floating rate debt.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transactions affect earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. For derivatives designated as net investment hedges, changes in the fair value of the derivative are reported in other comprehensive income (outside of earnings) as part of the cumulative translation adjustment. As of December 31, 2004, no derivatives were designated as fair value hedges. Additionally, the Company does not use derivatives for trading or speculative purposes.

During 2004, the Company entered into interest rate swaps to hedge variability in cash flows related to $140.32005, we estimate that $2.0 million of its floating-rate debt. The fair value of such derivatives was ($27,000) at December 31, 2004. For 2004, the change in net unrealized losses for derivatives designated as cash flow hedges was $27,000 and is separately disclosed in the statement of stockholders’ equity andaccumulated other comprehensive income net of the amount allocated to minority interests.

The Company has two LIBOR interest rate caps that are not designated as hedges. The fair values of the caps were immaterial as of December 31, 2004.

In 2003, one of the Company’s subsidiaries entered into a foreign currency forward sale of £7.9 million, with delivery date of January 24, 2005, to hedge an equity investment in Camperdown House. The forward contract had been designated as a net investment hedge and had a value of ($2.8) million and ($1.4) million on December 31, 2004 and 2003, respectively. The change in value of the derivative was recorded in other comprehensive income as a part of cumulative translation adjustment. Amounts in other comprehensive income (cumulative translation adjustment) related to the net investment hedge will be reclassified to earnings whenas a reduction to interest expense during the year ending December 31, 2006 as the hedged investment is sold or liquidated.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

forecasted transactions impact earnings.

The table below summarizes the terms of these interest rate swaps and their fair values as of December 31, 20042005 (in thousands):

 

Notional

Amount


  

Strike

Rate


  

Effective

Date


  

Expiration

Date


  

Fair

Value


 

$    46,908

  3.178% Nov. 26, 2004  Jul. 1, 2006  $        3 

      43,000

  3.250  Nov. 26, 2004  Sep. 15, 2006   1 

      21,645

  3.754  Nov. 26, 2004  Jan. 1, 2009   (11)

      20,000

  3.824  Nov. 26, 2004  Apr. 1, 2009   (19)

        8,775

  3.331  Nov. 26, 2004  Dec. 1, 2006   (1)

           


$  140,328           $(27)

           


Current

Notional
Amount

    

Strike

Rate

     

Effective

Date

  

Expiration

Date

  

Fair

Value

$43,000    3.250%    Nov. 26, 2004  Sept. 15, 2006  $431
 21,105    3.754     Nov. 26, 2004  Jan. 2, 2009   551
 20,000    3.824     Nov. 26, 2004  Apr. 1, 2009   555
 8,775    3.331     Nov. 26, 2004  Dec. 1, 2006   110
 100,000    4.025     May 26, 2006  Jun. 15, 2008   1,620
                
$192,880            $3,267
                

We also have LIBOR interest rate caps as required by the lenders that are not designated as hedges. The fair values of the caps were immaterial as of December 31, 2005 and December 31, 2004.

In 2003, the Predecessor entered into a foreign currency forward sale contract of approximately £7.9 million, with a delivery date of January 24, 2005, to hedge the equity investment in 6 Braham Street, located in London, England. On January 24, 2005, we settled our obligations under this arrangement for a payment of approximately $2.5 million and entered into a new forward contract of the same notional amount expiring in January 2006. On February 4, 2005, GI Partners reimbursed us for $1.9 million of the $2.5 million settlement since it was determined that the negative value associated with the forward contract that we assumed was not otherwise factored into the determination of the number of common units that were granted to GI Partners in exchange for our interests in 6 Braham Street.

The forward contracts had been designated as net investment hedges and the contracts had values of $1.0 million and ($2.8) million on December 31, 2005 and December 31, 2004, respectively. The change in value of the derivative was recorded in other comprehensive income (loss) as a part of the cumulative translation adjustments. The $1.9 million received from GI Partners was recorded as other comprehensive income during the year ended December 31, 2005, when GI Partners agreed to pay such amount. The cumulative translation adjustment amounts included in other comprehensive income (loss) related to the net investment hedge will be reclassified to earnings when the hedged investment is sold or liquidated. We terminated this contract in January 2006 and received cash of approximately $0.7 million.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

11. Recent Accounting Pronouncements

Financial Accounting Standards Board Statement No. 123 (revised 2004),Share-Based Payment, or SFAS 123(R), was issued in December 2004. SFAS 123(R), which is effective for the Company beginning with the third quarter of 2005, requires an entity to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the income statement, but expresses no preference for a type of valuation model. We do not believe the adoption of SFAS 123(R) will have a material impact on our results of operations, financial position or liquidity.

12. Tenant Leases

The future minimum lease payments to be received (excluding operating expense reimbursements) by the Companyus as of December 31, 2004,2005, under non-cancelable operating leases are as follows (in thousands):

 

2005

  $112,831

2006

   113,844  $169,565

2007

   112,578   170,167

2008

   110,078   168,275

2009

   106,599   164,545

2010

   150,483

Thereafter

   417,672   601,772
  

   

Total

  $973,602  $1,424,807
  

   

For the years ended December 31, 2005 and 2004 revenues recognized from Savvis Communications comprised approximately 11.4% and 11.1% of total revenues, respectively. For the year ended December 31, 2004, rental revenue earned from Savvis2005, Qwest Communications International, Inc. comprised approximately 11.1%10.3% of total rental revenue. Forrevenues. Other than noted here, for the years ended December 31, 20032005, 2004 and 2002,2003 no single tenant comprised more than 10% of rental revenue.total revenues.

12. Related Party Transactions

We paid additional compensation, not encompassed in the management fee, to affiliates of CB Richard Ellis, an affiliate of GI Partners for real estate services. The following schedule presents fees incurred by us and the Predecessor and earned by affiliates of CB Richard Ellis Investors (in thousands):

 

Year ended December 31,

  2005  2004  2003

Lease commissions

  $751  $411  $1,092

Brokerage fees

   —     —     491

Property management fees and other

  $1,191   1,068   406
            
  $1,942  $1,479  $1,989
            

13. Asset ManagementIn April 2005, we entered into two agreements with Linc Facility Services, LLC, or LFS primarily for personnel providing for operations and Other Feesmaintenance repairs of the mechanical, electrical, plumbing and general building service systems of five of our properties. LFS belongs to Related Parties

The Linc Group, which GI Partners has owned since late 2003. Our consolidated statement of operations includes expenses approximately $0.7 million for these services for the year ended December 31, 2005 and we owed LFS approximately $67,000 at December 31, 2005.

Asset management fees incurred by GI Partners totaling approximately $2.7 million $3.2 million and $3.2 million have been allocated to the Company Predecessor for the period from January 1, 2004 throughto November 2, 2004 and for the yearsyear ended December 31, 2003, and 2002, respectively. Suchrespectively have been allocated to the Predecessor. These fees were paid to an affiliate of GI Partners. Although neither the Companywe nor the Operating Partnership are or will be parties to the agreement requiring the payment of the asset management fees, an allocation of such fees has been included in the accompanying combined financial statements of the Company Predecessor since suchPredecessor. This is because this fee is essentially the

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

Company Predecessor’s historical general and administrative expense as the Company Predecessor did not directly incur personnel costs, home office space rent or other general and administrative expenses that are incurred directly by the Companyus and the Operating Partnership subsequent to the completion of the IPO. These types of expenses were historically incurred by the asset manager and were passed through to GI Partners via the asset management fee.

The Company has engaged CB Richard Ellis Investors to provide transitional accounting and other services for an interim period expected to last through the end of the first fiscal reporting period in 2005. The fee for such services is approximately $59,000.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

We acquired 8534 Concord Center Drive from GI Partners in May 2005 for approximately $16.5 million. As of December 31, 2004,2005, GI Partners had $1.2 million of letters of credit outstanding that secure obligations relating to two of the Company’sour properties, Carrier Center600 West Seventh Street and Stanford Place II.7979 East Tufts Avenue. These letters of credit were initially issued in lieu of making deposits required by a local utility and in lieu of establishing a restricted cash account on behalf of a lender. The Company is in the process of causing theseThese letters of credit to bewere transferred to the Company. The Company is currently reimbursingus on January 1, 2006. Prior to December 31, 2005 we reimbursed GI Partners for the costs of maintaining the letters of credit, which payments arewere less than $5,000 per quarter.

Additionally, the Company and the Company Predecessor paid additional compensation, not encompassed in the management fee, to affiliates of CB Richard Ellis Investors for real estate services. The following schedule presents fees incurred by the Company and the Company Predecessor and earned by affiliates of CB Richard Ellis Investors (in thousands):

   Years Ended December 31,
  2004

  2003

  2002

Lease commissions

  $411  $1,092  $116

Brokerage fees

   —     491   208

Property management fees and other

   1,068   406   11
   

  

  

Total

  $1,479  $1,989  $335
   

  

  

14.13. Commitments and Contingencies

(a) Operating Leases

The Company hasWe have a ground subleaselease obligation on the ASM Lithography Facility2010 East Centennial Circle that expires in 2082. After February 2036, rent for the remaining term of the ASM Lithography Facility2010 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 which we acquired in August 2005 that expires in 2054 and a ground lease over Chemin de l’Epinglier 2 which we acquired in November 2005 that expires in July 2074. We have an operating lease for our current headquarters which we occupied in June 2005 and expires in May 2012 with an option to extend the lease until September 2017.

Rental expense for the ground leasethese three leases was $440,000, $339,000 and $198,000 for the yearyears ended December 31, 2005, 2004 and for the period from the acquisition of the property in May 2003 through December 31, 2003 respectively.

The minimum commitment under this leasethese leases as of December 31, 20042005 was as follows (in thousands):

 

2005

  $241

2006

   241  $765

2007

   241   765

2008

   241   768

2009

   241   804

Thereafter through February 2036

   9,581

2010

   804

Thereafter

   19,766
  

   

Total

  $10,786  $23,672
  

   

(b) Contingent liabilities

The seller of 350 East Cermak Road can earn an additional $20.0 million by obtaining a change in the real estate tax classification prior to December 31, 2006. We have also agreed with the seller to share a portion, not to exceed $135,000 per month, of rental revenue, adjusted for our costs to lease the premises, from the lease of the 260,000 square feet of space held for redevelopment. This revenue sharing agreement will terminate in May 2013. As part of the acquisition of Paul van Vlissingenstraat 16, we entered into an agreement with the seller, whereby, for twelve months from the execution of the purchase and sale agreement, our purchase price may increase dependant upon future leasing activity as a result of actions by the seller. The amount of the potential commitment is not currently quantifiable as it is based on a 10% cap rate on the incremental operating income from qualifying new leases that are closed or binding during the participation period. We have recorded no liability for these contingent liabilities on our consolidated balance sheet at December 31, 2005.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

(b)(c) Purchase Commitmentscommitments

At December 31, 2005 we had signed agreements to acquire a property located in Dublin, Ireland and Carrollton, Texas. We acquired both of these properties in the first quarter of 2006.

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements. As of December 31, 2004, the Company2005, we had committedcommitments under leases in effect for approximately $30.0 million of tenant improvement costs and leasing commissions all of which we expect to purchase two investmentsincur in real estate and such purchases were consummated in March 2005. See note 16.

2006.

15.14. Quarterly Financial Information (unaudited)

The tables below reflect the Company’s selected quarterly information for the Companyus and the Company Predecessor for the years ended December 31, 20042005 and 2003.2004. Certain amounts have been reclassified to conform to the current year presentation.presentation (in thousands except share amounts).

 

Consolidated and Combined Statements of Operations Information

(in thousands, except for per share amounts)

(unaudited)

   Three Months Ended

   

December 31,

2004(1)


  

September 30,

2004


  

June 30,

2004


  

March 31,

2004


Total revenue

  $36,205  $29,346  $22,800  $18,770

Income (loss) before minority interests

   (15,569)  3,387   2,994   3,507

Net income (loss)

   (5,359)  3,359   3,096   3,461

Net loss per share—basic and diluted(2)

  $(0.30) $—    $—    $—  
   


 

  

  

Weighted-average shares—basic and diluted

   20,775,875            
   


           
   Three Months Ended

   

December 31,

2003


  

September 30,

2003


  

June 30,

2003


  

March 31,

2003


Total revenue

  $18,281  $13,970  $13,824  $17,013

Income (loss) before minority interests

   3,909   3,708   3,986   5,188

Net income (loss)

   3,886   3,655   3,937   5,164
   

Three Months Ended

   December 31,
2005
  September 30,
2005
  June 30,
2005
  March 31,
2005

Total revenues

  $62,947  $56,556  $49,663  $39,643

Income before minority interests

   5,939   6,049   7,474   4,895

Net income

   4,601   4,425   4,335   2,739

Net income available to common stockholders

   1,157   1,326   2,136   1,468

Basic net income per share available to common stockholders

   0.04   0.05   0.10   0.07

Diluted net income per share available to common shareholders

   0.04   0.05   0.10   0.07
   Three Months Ended
   December 31,
2004(1)
  September 30,
2004
  June 30,
2004
  March 31,
2004

Total revenues

  $36,205  $29,346  $22,800  $18,770

Income before minority interests

   (15,569)  3,387   2,994   3,507

Net income

   (5,359)  3,359   3,096   3,461

Basic and diluted net income per share available to common stockholders(2)

   (0.30)     

(1)Represents consolidated operating results for the Company for the period from November 3, 2004 to December 31, 2004 and combined operating results for the Company Predecessor for the period from October 1, 2004 to November 2, 2004. The operating results and net loss per share for the quarter ended December 31, 2004 may not be comparable to future expected operating results of the Company since they include various IPO-related charges.
(2)The net loss per share—basic and diluted is for the period from November 3, 2004 to December 31, 2004. This may not be comparable to future net income (loss) per share since it includes the effect of various IPO-related charges.

16.15. Subsequent Events

On February 14, 2006 we signed an agreement to acquire a property located in Toronto, Canada for approximately $16.0 million.

On JanuaryFebruary 14, 2005, the Company paid2006 we signed an agreement to acquire a partial fourth quarter dividend on the Company’s common stock and the Operating Partnership paid a partial fourth quarter distribution on its outstanding units for the period from November 3, 2004 through December 31, 2004 of $0.156318 per share and unit. The dividend and distribution is equivalent to an annual rate of $0.975 per share and unit.

As of December 31, 2004, the Company owned a 75% tenancy-in-common interest in eBay Data Center, a 62,957 square foot data centerproperty located in Rancho Cordova, California. On January 21, 2005, the Operating Partnership purchased the remaining 25% interest in this propertyAtlanta, Georgia for $4.1approximately $25.3 million.

DIGITAL REALTY TRUST, INC. AND

DIGITAL REALTY TRUST, INC. PREDECESSOR

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS—(Continued)

 

On January 24, 2005 the Company settled the foreign currency forward contract that was assumed from GI Partners and related to the Camperdown House property located in the United Kingdom for a payment of approximately $2.5 million. On the same date the Company entered into a new foreign currency forward contract to hedge the foreign currency risk related to owningFebruary 6, 2006 we purchased a property in Dublin, Ireland for Euros 5.2 million ($6.3 million at the United Kingdom. rate of exchange at the date of purchase) including $0.4 million in Stamp Duty Tax. We also paid an additional $0.8 million in Value Added Tax which we expect to recover in the first quarter of 2006.

On February 4, 2005 GI Partners reimbursed the CompanyJanuary 6, 2006 we acquired 4025 Midway Road in Carrollton, Texas, a suburb of Dallas for $1.9 million of such settlement since it was determined that the negative value associated with the forward contract was not otherwise factored into the determination of the number of units that were granted to GI Partners in exchange for its interests in Camperdown House.

approximately $16.2 million.

On February 9, 2005,27, 2006, we declared the Company completed the offering of 4.14 million shares of its 8.5% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00following distributions per share) for total net proceeds, after the underwriting discount and estimated expenses, of $99.3 million, including the proceeds from the exercise of an underwriters’ over-allotment option. The Companyshare and the Operating Partnership used the net proceeds from this offering to reduce borrowings under the Operating Partnership’s unsecured credit facility, acquire two properties in March 2005 and for investment and general corporate purposes.

On February 14, 2005, the Company declared a dividend on its series A preferred stock of $0.30694made an equivalent distribution per share for the period from February 9, 2005 through March 31, 2005. The dividend is equivalent to an annual rate of $2.125 per preferred share. On February 14, 2005, the Company also declared a dividend on its common stock and common units of $0.24375 per share. This dividend is equivalent to an annual rate of $0.975 per common share and common unit.

 

On March 14, 2005, the Company purchased of the property known as 833 Chestnut Street located in Philadelphia, Pennsylvania for approximately $59.0 million.

On March 14, 2005, the Company executed a purchase and sale agreement to acquire Printers’ Square located in Chicago, Illinois for approximately $37.5 million.

On March 15, 2005, the Company executed a purchase and sale agreement to acquire a property known as Lakeside Technology Center in Chicago, Illinois, for approximately $142.6 million. The seller can earn an additional $20.0 million by obtaining a change in the real estate tax classification prior to December 31, 2006.

On March 17, 2005, the Company purchased the property known as MAPP Building located in Minneapolis/St Paul, Minnesota for approximately $15.6 million.

In March 2005, the Company entered into an agreement to sublease office space in San Francisco, California for its headquarters under a seven-year lease with annual rent of approximately $0.4 million.

Share class

  Series A
Preferred Stock
  Series B
Preferred Stock
  Common stock

Dividend and distribution amount

  $0.53125  $0.49219  $0.265

Dividend and distribution payable date

   March 31, 2006   March 31, 2006   March 31, 2006

Dividend payable to shareholders of record on:

   March 15, 2006   March 15, 2006   March 15, 2006

Annual equivalent rate of dividend and distribution

  $2.125  $1.96875  $1.06

DIGITAL REALTY TRUST, INC.

SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION

DECEMBER 31, 20042005

(In thousands)

 

Description


 Encumbrances

  Initial Costs

 

Costs

Capitalized

Subsequent to

Acquisition


 Total Costs

 

Accumulated

Depreciation

and Amortization


  

Date of

Acquis.(A)

Constr.(C)


 
  Land

 

Acquired

Ground

Lease


 

Buildings

and

Improvements


 Improvements

  

Carrying

Costs


 Land

 

Acquired

Ground

Lease


 

Buildings

and

Improvements


 Total

  

PROPERTIES:

                                       

Univision Tower, Dallas, TX

 $57,943  $1,838 $—   $77,604 $4,855  $—   $1,838 $—   $82,459 $84,297 $(7,568) 2002(A)

36 Northeast Second Street, Miami, FL

  18,231   1,942  —    24,184  (477)  —    1,942  —    23,707  25,649  (2,098) 2002(A)

Camperdown House, London, UK

  22,672   3,776  —    28,166  1,410   —    3,776  —    29,576  33,352  (2,028) 2002(A)

Hudson Corporate Center, Weehawken, NJ

  46,750   5,140  —    48,526  442   —    5,140  —    48,968  54,108  (3,624) 2002(A)

NTT/Verio Premier Data Center, San Jose, CA

  19,250*  3,607  —    23,008  —     —    3,607  —    23,008  26,615  (1,665) 2002(A)

Ardenwood Corporate Park, Fremont, CA

  38,000*  15,330  —    32,419  1,749   —    15,330  —    34,168  49,498  (2,431) 2003(A)

VarTec Building, Carrollton, TX

  7,750*  1,477  —    10,330  —     —    1,477  —    10,330  11,807  (730) 2003(A)

ASM Lithography Facility, Tempe, AZ

      —    1,477  16,472  —     —    —    1,477  16,472  17,949  (778) 2003(A)

AT&T Web Hosting Facility, Atlanta, GA

  8,775   1,250  —    11,578  152   —    1,250  —    11,730  12,980  (513) 2003(A)

Granite Tower, Dallas, TX

  21,645   3,643  —    22,060  126   —    3,643  —    22,186  25,829  (1,170) 2003(A)

Brea Data Center, Brea, CA

  7,942   3,777  —    4,611  20   —    3,777  —    4,631  8,408  (384) 2003(A)

Maxtor Manufacturing Facility, Fremont, CA

  17,965   5,272  —    20,166  —     —    5,272  —    20,166  25,438  (646) 2003(A)

Stanford Place II, Denver, CO

  26,000   3,662  —    29,183  2,250   —    3,662  —    31,433  35,095  (2,461) 2003(A)

100 Technology Center Drive, Stoughton, MA

  20,000   2,957  —    22,417  14   —    2,957  —    22,431  25,388  (687) 2004(A)

Siemens Building, Dallas, TX

  11,188   2,983  —    10,650  20   —    2,983  —    10,670  13,653  (317) 2004(A)

Savvis Data Center, Santa Clara, CA

  —     6,065  —    43,817  —     —    6,065  —    43,817  49,882  (819) 2004(A)

Carrier Center, Los Angeles, CA

  25,964   18,478  —    50,824  547   —    18,478  —    51,371  69,849  (1,108) 2004(A)

Webb at LBJ, Dallas, TX

  34,463   5,881  —    34,473  3   —    5,881  —    34,476  40,357  (470) 2004(A)

Comverse Technology Building, Wakefield, MA

  36,261   12,416  —    26,154  85   —    12,416  —    26,239  38,655  (652) 2004(A)

AboveNet Data Center, San Jose, CA

  —     2,068  —    29,214  —     —    2,068  —    29,214  31,282  (218) 2004(A)

eBay Data Center, Rancho Cordova, CA

  7,950   1,459  —    8,266  —     —    1,459  —    8,266  9,725  (73) 2004(A)

200 Paul Avenue, San Francisco, CA

  46,749   14,427  —    75,777  145   —    14,427  —    75,922  90,349  (398) 2004(A)

1100 Space Park Drive, Santa Clara, CA

  —     5,130  —    18,206  1   —    5,130  —    18,207  23,337  (142) 2004(A)

Burbank Data Center, Burbank, CA

  —     6,534  —    8,356  —     —    6,534  —    8,356  14,890  —    2004(A)
  


 

 

 

 


 

 

 

 

 

 


   
  $475,498  $129,112 $1,477 $676,461 $11,342  $—   $129,112 $1,477 $687,803 $818,392 $(30,980)   
  


 

 

 

 


 

 

 

 

 

 


   
  

Metropolitan
Area

 

Encum-

brances

  Initial costs Costs
capitalized
subsequent to
acquisition
 Total costs 

Accumulated
depreciation
and
amortization

  

Date of
acquisition(A)
or
construction(C)

 
    Land Acquired
ground
lease
 Buildings
and
improvements
 

Impro-

vements

 Carrying
costs
 Land Acquired
ground
lease
 Buildings
and
improvements
 Total  

PROPERTIES:

             

36 NE 2nd Street

 Miami 18,005  1,942 —   24,184 94 —   1,942 —   24,278 26,220 (2,874) 2002(A)

2323 Bryan Street

 Dallas 57,282  1,838 —   77,604 6,305 —   1,838 —   83,909 85,747 (10,691) 2002(A)

6 Braham Street

 London, England  22,490  3,776 —   28,166 3,848 —   3,776 —   32,014 35,790 (2,891) 2002(A)

300 Boulevard East

 New York 46,171  5,140 —   48,526 9,282 —   5,140 —   57,808 62,948 (5,383) 2002(A)

2334 Lundy Place

 Silicon Valley 13,000(1) 3,607 —   23,008 —   —   3,607 —   23,008 26,615 (2,494) 2002(A)

34551 Ardenwood Boulevard 1-4

 Silicon Valley 25,000(1) 15,330 —   32,419 1,749 —   15,330 —   34,168 49,498 (3,810) 2003(A)

2440 Marsh Lane

 Dallas 5,000(1) 1,477 —   10,330 4 —   1,477 —   10,334 11,811 (1,095) 2003(A)

2010 East Centennial Circle

 Phoenix —    —   1,477 16,472 —   —   —   1,477 16,472 17,949 (1,256) 2003(A)

375 Riverside Parkway

 Atlanta 8,775  1,250 —   11,578 189 —   1,250 —   11,767 13,017 (870) 2003(A)

3300 East Birch Street

 Los Angeles 7,843  3,777 —   4,611 420 —   3,777 —   5,031 8,808 (672) 2003(A)

4055 Valley View Lane

 Dallas 21,150  3,643 —   22,060 371 —   3,643 —   22,431 26,074 (2,070) 2003(A)

47700 Kato Road & 1055 Page Avenue

 Silicon Valley 17,540  5,272 —   20,166 —   —   5,272 —   20,166 25,438 (1,163) 2003(A)

7979 East Tufts Avenue

 Denver 26,000  3,662 —   29,183 3,826 —   3,662 —   33,009 36,671 (4,364) 2003(A)

100 Technology Center Drive

 Boston 20,000  2,957 —   22,417 252 —   2,957 —   22,669 25,626 (1,519) 2004(A)

4849 Alpha Road

 Dallas 11,050  2,983 —   10,650 19 —   2,983 —   10,669 13,652 (786) 2004(A)

600 West Seventh Street

 Los Angeles —    18,478 —   50,824 2,333 —   18,478 —   53,157 71,635 (3,112) 2004(A)

2045 & 2055 LaFayette Street

 Silicon Valley —    6,065 —   43,817 —   —   6,065 —   43,817 49,882 (2,223) 2004(A)

100 & 200 Quannapowitt Parkway

 Boston 35,812  12,416 —   26,154 533 —   12,416 —   26,687 39,103 (1,999) 2004(A)

11830 Webb Chapel Road

 Dallas 34,037  5,881 —   34,473 131 —   5,881 —   34,604 40,485 (1,896) 2004(A)

150 South First Street

 Silicon Valley —    2,068 —   29,214 265 —   2,068 —   29,479 31,547 (1,084) 2004(A)

3065 Gold Camp Drive

 Sacramento —    1,886 —   10,686 115 —   1,886 —   10,801 12,687 (497) 2004(A)

200 Paul Avenue 1-4

 San Francisco 81,000  14,427 —   75,777 759 —   14,427 —   76,536 90,963 (2,980) 2004(A)

1100 Space Park Drive

 Silicon Valley —    5,130 —   18,206 1,976 —   5,130 —   20,182 25,312 (993) 2004(A)

3015 Winona Avenue

 Los Angeles —    6,534 —   8,356 27 —   6,534 —   8,383 14,917 (402) 2004(A)

833 Chestnut Street

 Philadelphia —    5,738 —   42,249 1,088 —   5,738 —   43,337 49,075 (2,114) 2005(A)

1125 Energy Park Drive

 Minneapolis/
St. Paul
 10,512(2) 2,775 —   10,761 —   —   2,775 —   10,761 13,536 (339) 2005(A)

350 East Cermak Road

 Chicago 100,000      8,466 —      103,232   1,231 —       8,466 —      104,463    112,929 (2,472) 2005(A)

DIGITAL REALTY TRUST, INC.

SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION—(Continued)

DECEMBER 31, 2005

(In thousands)

  

Metropolitan
Area

 

Encum-

brances

  Initial costs Costs
capitalized
subsequent to
acquisition
 Total costs 

Accumulated
depreciation
and
amortization

  

Date of
acquisition(A)
or
construction(C)

 
    Land Acquired
ground
lease
 Buildings
and
improvements
 

Impro-

vements

 Carrying
costs
 Land Acquired
ground
lease
 Buildings
and
improvements
 Total  

8534 Concord Center Drive

 Denver —    2,181 —   11,561 14 —   2,181 —   11,575 13,756 (315) 2005(A)

2401 Walsh Street

 Silicon Valley —    5,775 —   19,267 9 —   5,775 —   19,276 25,051 (330) 2005(A)

200 North Nash Street

 Los Angeles —    5,514 —   11,695 6 —   5,514 —   11,701 17,215 (214) 2005(A)

2403 Walsh Street

 Silicon Valley —    5,504 —   9,727 6 —   5,504 —   9,733 15,237 (195) 2005(A)

4700 Old Ironsides Drive

 Silicon Valley —    2,865 —   4,540 1 —   2,865 —   4,541 7,406 (128) 2005(A)

4650 Old Ironsides Drive

 Silicon Valley —    4,562 —   12,503 1 —   4,562 —   12,504 17,066 (247) 2005(A)

731 East Trade Street

 Charlotte 7,400(3) 1,748 —   5,727 —   —   1,748 —   5,727 7,475 (63) 2005(A)

113 North Myers

 Charlotte —    1,098 —   3,127 —   —   1,098 —   3,127 4,225 (48) 2005(A)

125 North Myers

 Charlotte —    1,271 —   3,738 —   —   1,271 —   3,738 5,009 (42) 2005(A)

Paul van Vlissingenstraat 16

 Amsterdam,
Netherlands
 —    —   —   15,255 423 —   —   —   15,678 15,678 (214) 2005(A)

600-780 S. Federal

 Chicago —    7,801 —   27,718 52 —   7,801 —   27,770 35,571 (241) 2005(A)

115 Second Avenue

 Boston —    1,691 —   12,569 —   —   1,691 —   12,569 14,260 (102) 2005(A)

Chemin de l’Epinglier 2

 Geneva,
Switzerland
 —    —   —   20,071 —   —   —   —   20,071 20,071 (113) 2005(A)

251 Exchange Place

 Northern Virginia —    1,622 —   10,425 —   —   1,622 —   10,425 12,047 (37) 2005(A)

7500 & 7520 Metro Center Drive

 Austin —    1,687 —   11,637 —   —   1,687 —   11,637 13,324 (54) 2005(A)

3 Corporate Place

 New York —    2,124 —   12,678 —   —   2,124 —   12,678 14,802 —    2005(A)

Other

  —    —   —   2,382 —   —   —   —   2,382 2,382 (12) 
                          
  568,067  191,961 1,477 1,029,743 35,329 —   191,961 1,477 1,065,072 1,258,510 (64,404) 
                          

*(1)This is an allocation of a $43,000 loan secured by three properties.

(2)The balance shown includes an unamortized premium of $837.
(3)The balance shown includes an unamortized premium of $1,358.

See accompanying report of independent registered public accounting firm.

DIGITAL REALTY TRUST, INC.

NOTES TO SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION

December 31, 20042005

(In thousands)

(1) Tax Basis Cost

The aggregate gross cost of Digital Realty Trust, Inc. (the company) properties for federal income tax purposes approximated $793.4$1,335.7 million (unaudited) as of December 31, 2004.

2005.

(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, 2004.2005.

 

   

The Company

and the

Company

Predecessor

Year Ended

December 31


  

The Company
Predecessor

Years Ended

December 31,


   2004

  2003

  2002

Balance, beginning of year

  $404,763  $220,630  $—  

Additions during period (acquisitions and improvements)

   414,877   184,673   220,630

Deductions during period (write-off of tenant improvements)

   (1,248)  (540)  —  
   


 


 

Balance, end of year

  $818,392  $404,763  $220,630
   


 


 

   

The Company
Year Ended

December 31,
2005

  

The Company

and the

Predecessor

Year Ended

December 31,

2004

  

The Predecessor

Year Ended

December 31,

2004

 

Balance, beginning of year

  $818,392  $404,763  $220,630 

Additions during period (acquisitions and improvements)

   440,934   414,877   184,673 

Deductions during period (write-off of tenant improvements)

   (816)  (1,248)  (540)
             

Balance, end of year

  $1,258,510  $818,392  $404,763 
             

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, 2004.2005.

 

  

The Company

and the

Company

Predecessor

Year Ended

December 31


 

The Company
Predecessor

Years Ended

December 31,


  2004

 2003

 2002

 

The Company

Year Ended

December 31,

2005

 

The Company

and the

Predecessor

Year Ended

December 31,

2004

 

The Predecessor

Year Ended

December 31,

2004

 

Balance, beginning of year

  $13,026  $3,621  $—   $30,980  $13,026  $3,621 

Additions during period (depreciation and amortization expense)

   18,207   9,480   3,621  33,626   18,207   9,480 

Deductions during period (write-off of tenant improvements)

   (253)  (75)  —    (202)  (253)  (75)
  


 


 

         

Balance, end of year

  $30,980  $13,026  $3,621 $64,404  $30,980  $13,026 
  


 


 

         

Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated and combined financial statements or the notes thereto.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, 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 management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that has occurred during the fiscal quarter ended December 31, 20042005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.OTHER INFORMATION

None.

PART III

 

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Categorical Standards for Board Service and Audit Committee Financial Expert” will be included in the Proxy Statement to be filed relating to our 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Securities Act of 1333 concerning our directors and executive officers set forth under the heading entitled “Section 16(a) Beneficial Ownership Reporting Compliance” will be included in the Proxy Statement to be filed relating to our 20052006 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 of 2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure. In addition, as required by Section 303A.12 of the NYSE Listed Company Manual, the Company’s Chief Executive Officer made his annual certification to the NYSE on December 19, 2005 stating that he was not aware of any violation by the Company of the corporate governance listing standards of the NYSE, except that the proxy statement filed by the Company on April 6, 2005 did not disclose, as required by the Commentary to Section 303A.03 of the NYSE Listed Company Manual, the name of the director chosen to preside at executive sessions of non-management directors or, if the same individual is not the presiding director at all executive sessions, the procedure by which a presiding director is selected for each executive session. This information is contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2006.

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 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information concerning our security ownership of certain beneficial owners and management and equity compensation plan information required by Item 12 will be included in the Proxy Statement to be filed relating to our 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information concerning certain relationships and related transactions required by Item 13 will be included in the Proxy Statement to be filed relating to our 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 20052006 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit

   
****3.1(2)  Articles of Amendment and Restatement of Digital Realty Trust, Inc.
****3.2(2)  Amended and Restated Bylaws of Digital Realty Trust, Inc.
**3.3(4)  Articles Supplementary creating the Series A Preferred Stock of Digital Realty Trust, Inc.
***4.13.4(9)  FormArticles Supplementary creating the Series B Preferred Stock of Digital Realty Trust, Inc.
4.1(1)Specimen Certificate for Common Stock for Digital Realty Trust, Inc.
*4.2(3)  Form ofSpecimen Certificate for Series A Preferred Stock for Digital Realty Trust, Inc.
****4.3(8)Specimen Certificate for Series B Preferred Stock for Digital Realty Trust, Inc.
10.1(2)  Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P.
**10.2(4)  Second Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P.
****10.3(9)Third Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P.
10.4(11)Fourth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P.
10.5(2)  Registration Rights Agreement among Digital Realty Trust, Inc. and the persons named therein.
****10.410.6(2)  2004 Incentive Award Plan of Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P.
***10.510.7(1)  Form of Indemnification Agreement between Digital Realty Trust, Inc. and its directors and officers.
***10.610.8(1)  Executive Chairman Agreement between Digital Realty Trust, Inc. and Richard Magnuson.
***10.710.9(1)  Employment Agreement between Digital Realty Trust, Inc. and Michael Foust.
***10.810.10(1)  Employment Agreement between Digital Realty Trust, Inc. and A. William Stein.
***10.910.11(1)  Employment Agreement between Digital Realty Trust, Inc. and Scott E. PetersonPeterson.
***10.1010.12      Employment Agreement between Digital Realty Trust, Inc. and John O. WilsonChristopher J. Crosby, Jr..
****10.1110.13(2)  Non-competition Agreement between Digital Realty Trust, Inc. and Global Innovation Partners, LLC.
***10.1210.14(1)  Contribution Agreement, dated as of July 31, 2004, by and between Global Innovation Partners, LLC and Digital Realty Trust, L.P.
***10.1310.15(1)  Contribution Agreement, dated as of July 31, 2004, by and among San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC, Digital Realty Trust, L.P. and Digital Realty Trust, Inc.
***10.1410.16(1)  Contribution Agreement, dated as of July 31, 2004, by and between Pacific-Bryan Partners, L.P. and Digital Realty Trust, L.P.
***10.1510.17(1)  Option Agreement (Carrier Center) dated as of July 31, 2004.
***10.1610.18(1)  Right of First Offer Agreement (Denver Data Center) dated as of July 31, 2004.
***10.1710.19(1)  Right of First Offer Agreement (Frankfurt) dated as of July 31, 2004.

***10.18Exhibit
10.20(1)  Allocation Agreement, dated as of July 31, 2004, entered into by and between Global Innovation Partners, LLC and Global Innovation Contributor, LLC.
***10.1910.21(1)  Unit Purchase Agreement, dated as of July 31, 2004, entered into by and between Digital Realty Trust, Inc. and Global Innovation Contributor, LLC.
***10.2010.22(1)  Allocation Agreement, dated as of July 31, 2004, entered into by and between Global Innovation Partners, LLC and State of California Public Employees’ Retirement System, a unit of the State and Consumer Service Agency of the State of California.

Exhibit10.23

***10.21(1)  Unit Purchase Agreement, dated as of July 31, 2004, entered into by and between Digital Realty Trust, Inc. and State of California Public Employees’ Retirement System, a unit of the State and Consumer Service Agency of the State of California.
***10.2210.24(1)  Loan Agreement, dated as of March 31, 2004, entered into by and between Global Innovation Partners, LLC and Digital Realty Trust, Inc.
***10.2310.25(1)  Purchase and Sale Agreement, dated as of September 16, 2004, by and between Global Innovation Partners, LLC and Digital Realty Trust, L.P.
****10.2410.26(2)  Registration Rights Agreement among Digital Realty Trust, Inc. and the persons named therein (option and right of first offer agreement).
***10.2510.27(1)  Loan and Security Agreement, dated as of August 18, 2003, between Global Marsh Property Owner, L.P. and German American Capital Corporation.
***10.2610.28(1)  Omnibus First Amendment to Loan Documents, dated as of November 10, 2003, by and among Global Marsh Property Owner, L.P., Global Innovation Partners, LLC and German American Capital Corporation.
***10.2710.29(1)  Note, dated as of August 18, 2003, by Global Marsh Property Owner, L.P. in favor of German American Capital Corporation.
***10.2810.30(1)  First Amendment to Note, dated as of November 10, 2003, by and between Global Marsh Property Owner, L.P. and German American Capital Corporation.
***10.29Mezzanine Loan and Security Agreement, dated as of August 18, 2003, between Global Marsh Member, LLC and Global Marsh Limited Partner, LLC and German American Capital Corporation.
***10.30Omnibus First Amendment to Mezzanine Loan Documents, dated as of November 10, 2003, by and among Global Marsh Member, LLC, Global Marsh Limited Partner, LLC, Global Innovation Partners, LLC and German American Capital Corporation.
***10.31(1)  Note, dated as of August 18, 2003, by Global Marsh Property Owner, L.P. in favor of German American Capital Corporation.
***10.32Mezzanine Note, dated as of August 18, 2003, by Global Marsh Member, LLC and Global Marsh Limited Partner, LLC in favor of German American Capital Corporation.
***10.33First Amendment to Mezzanine Note, dated as of November 10, 2003, by and among Global Marsh Member, LLC, Global Marsh Limited Partnership, LLC and German American Capital Corporation.
***10.34Loan and Security Agreement, dated as of January 31, 2003, among San Francisco Wave eXchange, LLC, 200 Paul Wave eXchange, LLC, The Cambay Group, Inc. and Greenwich Capital Financial Products, Inc.
***10.35Amendment No. 1 to Loan Agreement, entered into as of March 31, 2003, by and among San Francisco Wave eXchange, LLC, 200 Paul Wave eXchange, LLC, The Cambay Group, Inc. and Greenwich Capital Financial Products, Inc.
***10.36(1)  Promissory Note A, dated as of January 31, 2003, by San Francisco Wave eXchange, LLC in favor of Greenwich Capital Financial Products, Inc.
***10.3710.33(1)  Promissory Note B, dated as of January 31, 2003, by San Francisco Wave eXchange, LLC in favor of Greenwich Capital Financial Products, Inc.

Exhibit10.34

****10.38(2)  Revolving Credit Agreement among Digital Realty Trust, L.P., as borrower, Digital Realty Trust, Inc., as parent guarantor, the subsidiary guarantors named therein, Citicorp North America, Inc., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.
****10.35(6)Amendment No. 1 to Revolving Credit Agreement, dated as of May 11, 2005, among Digital Realty Trust, L.P., as borrower, Digital Realty Trust, Inc., as parent guarantor, the subsidiary guarantors named therein, Citicorp North America, Inc., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.

Exhibit
10.36    Amendment No. 2 to Revolving Credit Agreement, dated as of October 31, 2005, among Digital Realty Trust, L.P., as borrower, Digital Realty Trust, Inc., as parent guarantor, the subsidiary guarantors named therein, Citicorp North America, Inc., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.
10.37(10)Loan Agreement, dated as of October 4, 2005, by and between 200 Paul, LLC as borrower and Countrywide Commercial Real Estate Finance, Inc.
10.38(10)Form of Class C Profits Interest Units Agreement.
10.39(2)  Loan Agreement, dated as of November 3, 2004, by and among Global Webb, L.P. and Citigroup Global Markets Realty Corp.
****10.40(2)  Note, dated as of November 3, 2004, by Global Webb, L.P. in favor of Citigroup Global Markets Realty Corp.
****10.41(2)  Loan Agreement, dated as of November 3, 2004, by and among Global Weehawken Acquisition Company, LLC and Citigroup Global Markets Realty Corp.
****10.42(2)  Note, dated as of November 3, 2004, by Global Weehawken Acquisition Company, LLC in favor of Citigroup Global Markets Realty Corp.
****10.43(2)  Loan Agreement, dated as of November 3, 2004, by and among GIP Wakefield, LLC and Citigroup Global Markets Realty Corp.
****10.44(2)  Note, dated as of November 3, 2004, by GIP Wakefield, LLC in favor of Citigroup Global Markets Realty Corp.
****10.45(2)  Form of Profits Interest Units Agreements.
****10.46(2)  Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement.
*10.47(3)  Purchase and Sale Agreement, dated as of January 11, 2005, between LB 833 Chestnut, LLC and Digital Realty Trust, L.P.
*10.48Loan Agreement, dated as of November 3, 2004, by and between Digital-Bryan Street Partnership, L.P. and Countrywide Commercial Real Estate Finance, Inc.
*10.49Promissory Note, dated as of November 3, 2004, by Digital-Bryan Street Partnership, L.P. in favor of Countrywide Commercial Real Estate Finance, Inc.
*10.50Consent Agreement, dated as of October 27, 2004, by and among LaSalle Bank National Association, as Trustee, and Global Marsh Property Owner, L.P.
10.51Consent Agreement, dated as of October 27, 2004, by and among Five Mile Capital Pooling International II, LLC and Global Marsh Member, LLC, Global Marsh Limited Partner, LLC, Global Innovation Partners, LLC and Digital Reality Trust, L.P.
10.52(5)  Purchase and Sale Agreement, dated as of March 14, 2005, between Lakeside Purchaser LLC and Digital Realty Trust, L.P.
***10.49(5)Consent Agreement, dated as of October 27, 2004, among Five Mile Capital Pooling International II, LLC, Global Marsh Member, LLC, Global Marsh Limited Partner, LLC, Global Innovation Partners, LLC and Digital Realty Trust, L.P.
10.50(7)Termination and Consulting Agreement between Digital Realty Trust, Inc. and John O. Wilson, dated May 20, 2005.
10.51(8)Loan Agreement, dated as of May 27, 2005, between Digital Lakeside, LLC and Morgan Stanley Mortgage Capital Inc.
10.52(8)Promissory Note A, dated as of May 27, 2005, by Digital Lakeside, LLC in favor of Morgan Stanley Mortgage Capital Inc.
10.53(8)Promissory Note B, dated as of May 27, 2005, by Digital Lakeside, LLC in favor of Morgan Stanley Mortgage Capital Inc.
10.54(8)Contract for facility management services, dated as of April 1, 2005, by and between Linc Facility Services, LLC and GIP 7th Street, LLC.
10.55(8)Contract for facility management services, dated as of April 1, 2005, by and between Linc Facility Services, LLC and Digital Realty Trust, L.P.
10.56(8)Exit Fee Agreement, dated as of May 27, 2005, by and between Digital Lakeside, LLC and Morgan Stanley Mortgage Capital Inc.
10.57(8)Purchase and Sale Agreement, dated as of April 11, 2005, by and between Global Concord Operating Company, LLC and Digital Concord Center, LLC.
12.1     Statement of Computation of Ratios.

Exhibit
21.1  List of Subsidiaries of Registrant.
23.1  Consent of Independent Registered Public Accounting Firm.
31.1  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1  Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit

32.2  Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*(1)Incorporated by reference to the registrant’s registration statement on Form S-11 (File No. 333-117865) declared effective by the commission on November 3, 2004.
(2)Incorporated by reference to the registrant’s quarterly report on Form 10-Q filed with the commission on December 13, 2004.
(3)Incorporated by reference to the registrant’s registration statement on Form S-11 (File No. 333-122099) declared effective by the commission on February 3, 2005.
**(4)Incorporated by reference to the registrant’s current report on Form 8-K (File No. 001-32336) filed with the Commissioncommission on February 14, 2005.
***(5)Incorporated by reference to the registrant’s annual report on Form 10-K filed with the commission on March 31, 2005.
(6)Incorporated by reference to the registrant’s quarterly report on Form 10-Q filed with the commission on May 16, 2005.
(7)Incorporated by reference to the registrant’s current report on Form 8-K filed with the commission on May 23, 2005.
(8)Incorporated by reference to the registrant’s registration statement on Form S-11 (File No. 333-117865)333-126396) declared effective by the commission on November 3, 2004.July 20, 2005.
****(9)Incorporated by reference to the registrant’s quarterlycurrent report on Form 10-Q (File No. 001-32336)8-K filed with the commission on December 13, 2004.July 29, 2005.
(10)Incorporated by reference to the registrant’s current report on Form 8-K filed with the Commission on October 5, 2005.
(11)Incorporated by reference to the registrant’s current report on Form 8-K filed with the commission on November 1, 2005.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the RegistrantCompany has duly caused this registration statementannual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 31st day of March 2005.authorized.

 

DIGITAL REALTY TRUST, INC.

By:

 

/s/    MICHAEL F. FOUST        


 

Michael F. Foust

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Michael F. Foust and A. William Stein, 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 and in his name, place and stead, in any and all capacities, to sign this Annual Report on 10-K, and any and all amendments thereto (including post-effective amendments), 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 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature


  

Title


 

Date


/s/    RICHARD A. MAGNUSON        


Richard A. Magnuson

  

Chairman of the Board

 March 31, 200515, 2006

/s/    MICHAEL F. FOUST        


Michael F. Foust

  

Chief Executive Officer

 March 31, 200515, 2006

/s/    A. WILLIAM STEIN        


A. William Stein

  

Chief Financial Officer & Chief Investment Officer

 March 31, 200515, 2006

/s/    CEARYDWARD AF. SNDERSONHAM        


Cary AndersonEdward F. Sham

  

Controller (Principal Accounting Officer)

 March 31, 200515, 2006

/s/    LAURENCE A. CHAPMAN        


Laurence A. Chapman

  

Director

 March 31, 200515, 2006

/s/    RUANN F. ERNST


Ruann F. Ernst, Ph.D.

  

Director

 March 31, 200515, 2006

/s/    KATHLEEN EARLEYREED        


Kathleen Earley Reed

  

Director

 March 31, 200515, 2006

/s/    DENNIS E. SINGLETON          


Dennis E. Singleton

  

Director

 March 31, 200515, 2006

 

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