Digital Realty Trust (DLR) 10-K risk factor changes: FY2019 vs FY2018
The 2019-12-31 10-K against the 2018-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A208 rewritten281 added54 removed467 unchanged
All filing items2,244 rewritten2,804 added1,037 removed1,762 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 2,804 added, 1,037 removed, 2,244 rewritten and 1,762 unchanged across 20 items that differ.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
208 rewritten, 281 added, 54 removed, 467 unchanged
Please refer to the section entitled “Forward-Looking Statements” starting on page [removed: 37.][added: 50.]
A reduction in the demand for data center space, power or connectivity would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a [removed: more diversified customer base or] less specialized use.
Any such slowdown or adverse development could lead to reduced [removed: corporate IT spending or reduced demand for data center space.]
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
We may fail to provide such service as a result of numerous factors, including mechanical failure, power outage, human error, physical or electronic security breaches, war, terrorism, fire, earthquake, [added: pandemics,] hurricane, flood and other natural disasters, sabotage and vandalism.
Substantially all of our customer [removed: leases] [added: agreements] include terms requiring us to meet certain service level commitments to our customers.
Any failure to meet these or other commitments or any equipment damage in our data centers, including as a result of mechanical failure, power outage, human error or other reasons, could subject us to liability under [added: the terms of] our [removed: lease terms,] [added: customer agreements,] including service level credits against customer rent payments, monetary damages, or, in certain cases of repeated failures, the right by the customer to terminate the [removed: lease.][added: agreement.]
Service interruptions, equipment failures or security breaches may also expose us to additional legal liability and monetary [removed: damages and damage our brand and reputation, and could cause our customers to terminate or not renew their leases.]
Although our customers’ computing equipment resides in our buildings, we do not have access to, nor do we have knowledge of, what [added: applications and] data [removed: is] [added: are] being housed and processed on their equipment.
[removed: Similarly, new regulations such as] [added: For example,] the EU General Data Protection Regulation (GDPR) [added: and similar regulations] may have significant [removed: operational] impact on our operations.
As of December 31, [removed: 2018,] [added: 2019,] the 20 largest customers in our portfolio represented approximately [removed: 53.5%] [added: 53.2%] of the total annualized rent generated by our properties.
Our top three customers leased approximately 4.0 million square feet of net rentable space as of December 31, [removed: 2018,] [added: 2019,] representing approximately [removed: 19.4%] [added: 20.8%] of the total annualized rent generated by our properties.
In addition, 63 of our [removed: 214] [added: 225] data centers are occupied by single customers, including data centers occupied solely by our top three customers.
Many factors, including global economic conditions, may cause our customers to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and [added: impact our estimates as to the probability of collectability of payments, and ultimately] result in their failure to make timely rental and other payments or their default under their agreements with us.
[added: If any customer defaults or fails to make] timely rent or other payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations.
If any customer becomes a debtor in a case under the [removed: federal] [added: U.S.] Bankruptcy Code, we cannot evict the customer solely because of the bankruptcy.
[removed: Our claim against the customer for unpaid, future rent and other payments would be subject to a] statutory cap that might be substantially less than the remaining amounts actually owed under their agreements with us.
As of February [removed: 22, 2019,] [added: 27, 2020,] we had no material customers in bankruptcy.
Our ability to attract, grow and retain a diverse and balanced customer base, consisting of [removed: a variety of] enterprises, [removed: including] cloud service providers, network service providers, and digital economy customers, some of which we consider to be key magnets drawing in other customers, may affect our ability to maximize our revenues.
Dense and desirable customer concentrations within [removed: each] [added: a] facility enable us to better generate significant interconnection revenues, which in turn increases our overall revenues.
In addition, our development space will generally require substantial improvement to be suitable for data center [removed: use.]
At December 31, [removed: 2018,] [added: 2019,] we owned approximately [removed: 3.4] [added: 4.5] million square feet of space under active development and approximately [removed: 2.1] [added: 1.8] million square feet of space held for future development.
If we are not able to complete development in a timely manner or successfully lease the space that we develop, if development costs are higher than we currently estimate, or if [removed: lease] [added: rental] rates are lower than expected when we began the project or are otherwise undesirable, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
In addition, as of December 31, [removed: 2018,] [added: 2019,] customer agreements representing [removed: 22.1%] [added: 19.9%] of the square footage of the properties in our portfolio, excluding month-to-month leases and space held for development, were scheduled to expire through [removed: 2020,] [added: 2021,] and an additional [removed: 11.6%] [added: 14.4%] of the net rentable square footage, excluding space held for development, was available to be leased.
Economic conditions, including market downturns, may further impact this long sales cycle by making it difficult for customers to plan future business activities, which could cause customers to slow spending or delay [removed: decision‑making.][added: decision-making.]
Our portfolio is located in [removed: 35] [added: 36] metropolitan areas.
As of December 31, [removed: 2018,] [added: 2019,] our portfolio, including the [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures, was geographically concentrated in the following metropolitan areas:
| [removed: Metropolitan Area] [added: Metropolitan Area] | [removed: Percentage of December 31, 2018 total] [added: | Total] annualized rent [removed: (1)] [added: (1)] | |
| Northern Virginia | [removed: 23.2] | [added: 24.0 |] % |
| Silicon Valley | [removed: 9.0] | [added: 8.2 |] % |
| New York | [removed: 8.4] | [added: 8.1 |] % |
| London, United Kingdom | [removed: 8.4] | [added: 8.1 |] % |
| San Francisco | [removed: 2.6] | [added: 2.4 |] % |
| [removed: Sao] [added: São] Paulo, Brazil | [removed: 2.6] [added: ] | [added: 4.3 |] % |
| Atlanta | [added: |] 2.1 | % |
| Amsterdam, Netherlands | [removed: 1.9] | [added: 1.6 |] % |
| [removed: Total] [added: Total] | [added: |] 100.0 | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2018,] [added: 2019,] multiplied by 12. The aggregate amount of abatements for the year ended December 31, [removed: 2018] [added: 2019] was approximately [removed: $47.4] [added: $70.3] million. [added: Includes consolidated portfolio and unconsolidated joint ventures at the joint ventures’ 100% ownership level.] |
[removed: Any negative] changes in real estate, technology or economic conditions in these metropolitan areas in particular could negatively impact our performance.
We do not own [removed: 16] [added: 14] buildings [added: in our portfolio] that account for approximately [removed: 1.3] [added: 1.0] million rentable square feet, or approximately [removed: 4%] [added: 3%] of our total rentable square feet.
corporate IT spending or reduced demand for data center space.
[Index to Financial Statements](#INDEX_423931)
damages and damage our brand and reputation, and could cause our customers to terminate or not renew their agreements.
Our claim against the customer for unpaid, future rent and other payments would be subject to a
[Index to Financial Statements](#INDEX_423931)
[Index to Financial Statements](#INDEX_423931)
use.
[Index to Financial Statements](#INDEX_423931)
| | | | |
| --- | --- | --- | --- |
| | | Percentage of | |
| | | December 31, 2019 | |
| Chicago | | 11.2 | % |
| Dallas | | 7.6 | % |
| Phoenix | | 3.2 | % |
| Singapore | | 3.1 | % |
| Seattle | | 2.4 | % |
| Los Angeles | | 1.7 | % |
| Other | | 12.0 | % |
Any negative
[Index to Financial Statements](#INDEX_423931)
[Index to Financial Statements](#INDEX_423931)
facilities that satisfy such requirements.
[Index to Financial Statements](#INDEX_423931)
telecommunications carriers and customers to our portfolio.
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| | ● | differing employment practices and labor issues, including related to works councils, employee committees, labor unions and collective rights of action; |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| | ● | risks related to bribery and corruption. |
| --- | --- | --- |
[Index to Financial Statements](#INDEX_423931)
Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union on January 31, 2020 and entered into a transition period during which it will continue its ongoing and complex negotiations with the European Union relating to the future trading relationship between the parties.
If any customer defaults or fails to make
| | | |
| Chicago | 11.8 | % |
| Dallas | 7.7 | % |
| Singapore | 3.6 | % |
| Phoenix | 3.6 | % |
| Seattle | 2.3 | % |
| Other | 12.8 | % |
| | |
| --- | --- |
locations.
adversely affect our results of operations.
| • | differing employment practices and labor issues; |
In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum, referred to as Brexit.
The referendum was advisory, and the terms of any withdrawal are subject to continuing negotiation.
Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, and has given rise to calls for the governments of other European Union member states to consider withdrawal.
If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European economic area overall could be diminished or eliminated.
Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which European Union laws to replace and replicate.
This influence, as well as Brazilian political and economic conditions, could adversely affect us.
thresholds, a significant deductible or an aggregate cap on losses.
As of December 31, 2018, we have a $2.35
It is likely that we will need to refinance at least a portion of our outstanding debt as it matures.
Because a significant portion of our debt, including debt incurred under our global revolving credit facility, bears interest at variable rates, increases in interest rates could materially increase our interest expense.
Adverse changes in our Company’s credit ratings could negatively affect our financing activity.
Our global revolving credit facility, unsecured term loan facility and senior notes restrict our ability to engage in some business activities.
Our global revolving credit facility and unsecured term loan facility contain negative covenants and other financial and operating covenants that, among other things:
| • | restrict our ability to incur additional indebtedness; |
| • | restrict our ability to make certain investments; |
| • | restrict our ability to merge with another company; |
| • | restrict our ability to create, incur or assume liens; and |
| • | require us to maintain financial coverage ratios, including with respect to unencumbered assets. |
We seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap, forward or swap lock agreements.
better able to negotiate with customers.
flows from those properties.
dividends to Digital Realty Trust, Inc.’s stockholders and distributions to Digital Realty Trust, L.P.’s unitholders or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.
Tax consequences upon sale or refinancing.
Digital Realty Trust, L.P.’s partnership agreement contains provisions that may delay, defer or prevent a change of control transaction.
The change of control conversion features of Digital Realty Trust, Inc.’s preferred stock may make it more difficult for a party to take over our Company or discourage a party from taking over our Company.
Digital Realty Trust, Inc. could increase or decrease the number of authorized shares of stock and issue stock without stockholder approval.
Certain provisions of Maryland law could inhibit changes in control.
An excerpt. Shown here: 40 of 208 rewritten, 40 of 281 added and 40 of 54 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2019 filing and the FY2018 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
349 rewritten, 334 added, 286 removed, 312 unchanged
[removed: The] [added: _The] following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.
For a discussion of such risk factors, see the sections in this report entitled “Risk Factors” and “Forward-Looking [removed: Statements.”][added: Statements.”_]
[removed: Business] [added: _Business] and [removed: strategy.][added: strategy_.]
As of December 31, [removed: 2018,] [added: 2019,] our portfolio included [removed: 214] [added: 225] data centers, including [removed: 18] [added: 12 held-for-sale] data centers [added: and 41 data centers] held as investments in unconsolidated joint ventures, with approximately [removed: 34.5] [added: 36.6] million rentable square feet including approximately [removed: 3.4] [added: 4.5] million square feet of space under active development and approximately [removed: 2.1] [added: 1.8] million square feet of space held for development.
The [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures have an aggregate of approximately [removed: 2.5] [added: 5.0] million rentable square feet.
The [removed: 26] [added: 24] parcels of developable land we own comprised approximately [removed: 959] [added: 944] acres.
At December 31, [removed: 2018,] [added: 2019,] excluding non-managed joint ventures, approximately [removed: 2.8] [added: 4.1] million square feet was under construction for Turn-Key [removed: Flex®, colocation] [added: Flex®] and Powered Base Building® products, all of which are expected to be income producing on or after completion, in [removed: five] [added: seven] U.S. metropolitan areas, [removed: four] [added: five] European metropolitan areas, [removed: one Australian] [added: three Asian] metropolitan [removed: area,] [added: areas,] one [removed: Canadian] [added: Australian] metropolitan area and one [removed: Asian] [added: Canadian] metropolitan area, consisting of approximately [removed: 1.7] [added: 2.9] million square feet of base building construction and [removed: 1.1] [added: 1.2] million square feet of data center construction.
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
We expect to continue to acquire additional assets as part of our growth [removed: strategy.]
As of December 31, [removed: 2018,] [added: 2019,] we operated [removed: 214] [added: 225] data centers through our Operating Partnership, including [removed: 18] [added: 12 held-for-sale] data centers [added: and 41 data centers] held as investments in unconsolidated joint ventures, and developable land.
These data centers are mainly located throughout North America, with [removed: 38] [added: 41] located in Europe, [removed: 16] [added: 19] in Latin America, [removed: seven] [added: 10] in Asia and five [removed: properties] in Australia.
The following table presents an overview of our portfolio of data centers, including the [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures, and developable land, based on information as of December 31, [removed: 2018.][added: 2019.]
| [removed: Metropolitan Area | | Data Center Buildings | |] [added: ] | [removed: Net Rentable Square Feet (1)] [added: Data Center] | [added: ] | [added: Net Rentable] | [removed: Space Under Active Development (2)] [added: ] | [added: Active] | [added: ] | [removed: Space] [added: Space] Held [removed: for Development (3) | |] [added: for] |
| [removed: North America | | | | | |] [added: North America] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] |
| Silicon Valley | [removed: | 19 |] [added: 20] | | 2,251,021 | | [removed: | — |] [added: 65,594] | | — | [removed: | |]
| Atlanta | [removed: | 5 | |] [added: 4] | [removed: 775,606] | [added: 525,414] | | — | | [removed: |] 313,581 | [removed: | |]
| Houston | [removed: |] 6 | [removed: |] [added: ] | 392,816 | [removed: |] [added: ] | — | [removed: |] [added: ] | 13,969 | [removed: | |]
| Austin | [removed: |] 1 | | [removed: |] 85,688 | | [removed: |] — | | [removed: |] — | [removed: | |]
| Miami | [removed: |] 2 | | [removed: |] 226,314 | | [removed: |] — | | [removed: |] — | [removed: | |]
| Portland | [removed: | 1 |] [added: 2] | | 48,574 | | [removed: | — |] [added: 552,862] | | — | [removed: | |]
| [removed: Minneapolis/St. Paul |] [added: Minneapolis] | 1 | | [removed: |] 328,765 | | [removed: |] — | | [removed: |] — | [removed: | |]
| Charlotte | [removed: |] 3 | | [removed: |] 95,499 | | [removed: |] — | | [removed: |] — | [removed: | |]
| [removed: Europe | | | | | |] [added: Europe] | | | | | | | |
| Paris, France [removed: (6)] | [removed: | 3 |] [added: 4] | | 185,994 | | [removed: | — |] [added: 96,402] | | — | [removed: | |]
| Manchester, England [removed: (5)] | [removed: |] 1 | | [removed: |] 38,016 | | [removed: |] — | | [removed: |] — | [removed: | |]
| Geneva, Switzerland [removed: (6)] | [removed: |] 1 | [removed: |] [added: ] | 59,190 | | [removed: |] — | | [removed: |] — | [removed: | |]
| [removed: Asia Pacific | | | | | |] [added: Asia Pacific] | | | | | | | |
| Singapore [removed: (7)] | [removed: | 2 |] [added: 3] | | 540,638 | | [removed: | — |] [added: 344,826] | | — | [removed: | |]
| Melbourne, Australia [removed: (8)] | [removed: |] 2 | [removed: |] [added: ] | 146,570 | | [removed: |] — | | [removed: |] — | [removed: | |]
| [removed: Non-Data] [added: Non-Data] Center [removed: Properties |] [added: Properties] | — | | [removed: | 516,107 | | | — |] [added: 278,068] | | [removed: —] [added: —] | | [added: —] |
| [removed: Managed] [added: Managed] Unconsolidated Joint [removed: Ventures | | | | | |] [added: Ventures] | | | | | | | |
| Northern Virginia | | [removed: 4 | | | 546,572 | | | — | | | — |] [added: 24.0] | [added: %] |
| Silicon Valley | [removed: |] 4 | | [removed: |] 326,305 | | [removed: |] — | | [removed: |] — | [removed: | |]
| Dallas | [removed: |] 3 | | [removed: |] 319,876 | | [removed: |] — | | [removed: |] — | [removed: | |]
| New York | [removed: |] 1 | | [removed: |] 108,336 | | [removed: |] — | | [removed: |] — | [removed: | |]
| [removed: Non-Managed] [added: Non-Managed] Unconsolidated Joint [removed: Ventures | | | | | |] [added: Ventures] | | | | | | | |
| Seattle | [removed: |] 2 | | [removed: |] 451,369 | | [removed: |] — | | [removed: |] — | [removed: | |]
| [removed: Tokyo (9) |] [added: Tokyo, Japan] | 2 | | [removed: |] 430,277 | | [removed: |] — | | [removed: |] — | [removed: | |]
| (1) | Current net rentable square feet as of December 31, [removed: 2018,] [added: 2019,] which represents the current square feet under lease as specified in the applicable lease agreements plus management’s estimate of space available for lease based on engineering drawings. Includes customers’ proportional share of common areas and excludes space under active development and space held for development. |
As of December 31, [removed: 2018,] [added: 2019,] our portfolio, including the [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures, were approximately [removed: 89.0%] [added: 86.8%] leased excluding approximately [removed: 3.4] [added: 4.5] million square feet of space under active development and approximately [removed: 2.1] [added: 1.8] million square feet of space held for development.
_Our Company_.
strategy.
_Revenue base_.
| | | | | | | | |
| | | | | | Space Under | | |
| Metropolitan Area | Buildings | | Square Feet (1) | | Development (2) | | Development (3) |
| | | | | | | | |
| Northern Virginia | 23 | | 5,332,240 | | 717,918 | | 81,195 |
| Chicago | 10 | | 3,040,208 | | 386,604 | | 148,650 |
| New York | 12 | | 2,048,955 | | 34,010 | | 137,018 |
| Dallas | 20 | | 3,354,328 | | 182,589 | | 49,646 |
| Phoenix | 3 | | 795,687 | | — | | 227,274 |
| San Francisco | 4 | | 787,083 | | 61,210 | | — |
| Los Angeles | 4 | | 818,479 | | — | | — |
| Toronto | 2 | | 232,980 | | 583,029 | | — |
| Boston | 4 | | 467,519 | | — | | 50,649 |
| North America Total | 121 | | 20,831,571 | | 2,583,816 | | 1,021,982 |
| | | | | | | | |
| London, United Kingdom | 16 | | 1,456,352 | | 136,921 | | 99,175 |
| Amsterdam, Netherlands | 10 | | 599,591 | | 48,490 | | 95,262 |
| Dublin, Ireland | 5 | | 265,430 | | 26,646 | | 64,750 |
| Frankfurt, Germany | 4 | | 222,261 | | 185,814 | | — |
| Europe Total | 41 | | 2,826,835 | | 494,273 | | 259,187 |
| | | | | | | | |
| Sydney, Australia | 3 | | 225,728 | | 88,629 | | — |
| Osaka, Japan | 1 | | — | | 193,535 | | — |
| Tokyo, Japan | 1 | | — | | 406,664 | | — |
| Asia Pacific Total | 10 | | 912,936 | | 1,033,654 | | — |
| | | | | | | | |
| Held for Sale | 12 | | 1,377,405 | | — | | — |
| | | | | | | | |
| | | | | | | | |
[Index to Financial Statements](#INDEX_423931)
| Hong Kong | 1 | | 182,488 | | — | | 3,812 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | 16 | | 2,187,424 | | — | | 3,812 |
| | | | | | | | |
| São Paulo, Brazil | 15 | | 739,373 | | 219,118 | | 394,988 |
| Osaka, Japan | 2 | | 207,464 | | 93,748 | | 30,874 |
| Fortaleza, Brazil | 1 | | 94,205 | | — | | — |
Our Company.
On December 20, 2018, the Operating Partnership and Stellar Participações Ltda., a Brazilian subsidiary of the Operating Partnership (“Acquisition Sub”), completed the acquisition of Ascenty, a leading data center provider in Brazil, for cash and equity consideration of approximately $2.0 billion.
We refer to this transaction as the Ascenty Acquisition.
On September 14, 2017, we completed the acquisition of DuPont Fabros Technology, Inc., in an all-stock merger, which we refer to as the DFT Merger, for equity consideration of approximately $6.2 billion.
We believe this transaction expanded our reach with a complementary footprint in top U.S. metropolitan areas while enhancing our ability to meet the growing demand for hyper-scale and public cloud solutions and solidifying our blue-chip customer base.
As part of the DFT Merger, we acquired 15 data centers, 14 of which are located in the United States and one is located in Canada.
We are committed to maintaining a conservative capital structure.
We target a debt-to-Adjusted EBITDA ratio at or less than 5.5x, fixed charge coverage of greater than three times, and floating rate debt at less than 20% of total outstanding debt.
Revenue base.
| | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Northern Virginia | | 30 | | | 5,718,180 | | | 1,425,029 | | | 84,852 | | |
| Chicago | | 10 | | | 2,963,850 | | | 459,250 | | | 152,362 | | |
| New York | | 12 | | | 1,980,040 | | | — | | | 240,157 | | |
| Dallas | | 21 | | | 3,435,188 | | | 132,310 | | | 81,206 | | |
| Phoenix | | 4 | | | 990,385 | | | — | | | 108,926 | | |
| San Francisco | | 4 | | | 834,540 | | | 13,753 | | | — | | |
| Los Angeles | | 4 | | | 806,934 | | | 11,545 | | | — | | |
| Boston | | 5 | | | 534,249 | | | — | | | 50,649 | | |
| Toronto, Canada (4) | | 3 | | | 326,591 | | | 60,506 | | | 511,969 | | |
| Denver | | 2 | | | 371,500 | | | — | | | — | | |
| Seattle | | 1 | | | 40,564 | | | — | | | 75,382 | | |
| North America Total / Weighted Average | | 134 | | | 22,206,304 | | | 2,102,393 | | | 1,633,053 | | |
| London, United Kingdom (5) | | 16 | | | 1,430,107 | | | 92,560 | | | 104,606 | | |
| Amsterdam, Netherlands (6) | | 9 | | | 474,303 | | | 91,859 | | | 68,185 | | |
| Dublin, Ireland (6) | | 5 | | | 330,180 | | | 26,646 | | | — | | |
| Frankfurt, Germany (6) | | 3 | | | 83,981 | | | 157,056 | | | — | | |
| Europe Total / Weighted Average | | 38 | | | 2,601,771 | | | 368,121 | | | 172,791 | | |
| Sydney, Australia (8) | | 3 | | | 196,665 | | | 117,692 | | | — | | |
| Osaka, Japan (9) | | 1 | | | — | | | 239,999 | | | — | | |
| Asia Pacific Total / Weighted Average | | 8 | | | 883,873 | | | 357,691 | | | — | | |
| Ascenty Acquisition (10) | | 16 | | | 473,251 | | | 522,643 | | | 243,160 | | |
| Hong Kong (11) | | 1 | | | 114,883 | | | — | | | 71,417 | | |
| | | 13 | | | 1,479,594 | | | — | | | 7,795 | | |
| Osaka (9) | | 1 | | | 92,087 | | | — | | | — | | |
| | | 5 | | | 973,733 | | | — | | | — | | |
| Total | | 214 | | | 29,134,633 | | | 3,350,848 | | | 2,056,799 | | |
| | |
| --- | --- |
| (4) | Rental amounts were calculated based on the exchange rate in effect on December 31, 2018 of $0.73 to 1.00 CAD. |
An excerpt. Shown here: 40 of 349 rewritten, 40 of 334 added and 40 of 286 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2019 filing and the FY2018 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
34 rewritten, 18 added, 11 removed, 21 unchanged
As of December 31, [removed: 2018,] [added: 2019,] our consolidated debt was as follows (in millions):
| [removed: | Carrying Value] [added: ] | [added: ] | [added: Carrying Value] | | [removed: Estimated Fair Value] | [added: Value] | |
| Fixed rate debt | [removed: $] [added: ] | [removed: 7,487.4] [added: $] | [added: 9,042.5] | [added: ] | $ | [removed: 7,542.2 |] [added: 9,698.5] |
| Variable rate debt subject to interest rate swaps | [removed: 783.1 |] [added: ] | | [added: 479.8] | [removed: 783.1] [added: ] | | [added: 479.8] |
| Total fixed rate debt (including interest rate swaps) | [removed: 8,270.5 |] [added: ] | | [added: 9,522.3] | [removed: 8,325.3] [added: ] | | [added: 10,178.3] |
| Variable rate debt | [removed: 2,911.4 |] [added: ] | | [added: 683.1] | [removed: 2,911.4] [added: ] | | [added: 683.1] |
| Total outstanding debt | [removed: $] [added: ] | [removed: 11,181.9] [added: $] | [added: 10,205.4] | [added: ] | $ | [removed: 11,236.7 |] [added: 10,861.4] |
Interest rate derivatives and their fair values as of December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017] [added: 2018] were as follows (in thousands):
| [removed: Notional Amount | | |] [added: Notional Amount] | | | | | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [removed: Fair Value at Significant Other Observable] [added: Observable] Inputs (Level [removed: 2) | |] [added: 2)] | | | | |
| [removed: As of December 31, 2018 | | | | As of December 31, 2017 |] [added: December 31,] | | [added: ] | [removed: Type of Derivative] [added: December 31,] | | [removed: Strike Rate] [added: ] | [added: Type of] | [added: ] | [removed: Effective Date] [added: Strike] | [added: ] | [removed: Expiration Date] [added: Effective] | [added: ] | [removed: As of December 31, 2018] [added: Expiration] | [added: ] | [added: December 31,] | | [removed: As of December 31, 2017] [added: ] | [added: December 31,] | |
| [removed: Currently-paying contracts | | | | |] [added: Currently-paying contracts] | | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] |
| $ | [removed: 206,000 |] [added: —] | [removed: (1)] [added: ] | $ | 206,000 | [removed: |] [added: (1)] | Swap | | 1.611 | [removed: |] [added: ] | Jun 15, 2017 | [added: ] | Jan 15, 2020 | [added: ] | $ | [removed: 1,976 |] [added: —] | [added: ] | $ | [removed: 1,409 |] [added: 1,976] |
| [removed: 54,905] [added: ] | [added: —] | [added: ] | [removed: (1)] | 54,905 | [removed: | |] [added: (1)] | Swap | | 1.605 | [removed: |] [added: ] | Jun 6, 2017 | [added: ] | Jan 6, 2020 | [removed: | 517 |] [added: ] | | [added: —] | [removed: 374] [added: ] | | [added: 517] |
| [removed: 75,000] [added: ] | [added: 29,000] | [added: (1)] | [removed: (1)] | 75,000 | [removed: | | (1)] [added: (1)] | Swap | | 1.016 | [removed: |] [added: ] | Apr 6, 2016 | [added: ] | Jan 6, 2021 | [removed: | 2,169 |] [added: ] | | [added: 175] | [removed: 2,260] [added: ] | | [added: 2,169] |
| [removed: 75,000] [added: ] | [added: 75,000] | [added: (1)] | [removed: (1)] | 75,000 | [removed: | | (1)] [added: (1)] | Swap | | 1.164 | [removed: |] [added: ] | Jan 15, 2016 | [added: ] | Jan 15, 2021 | [removed: | 1,970 |] [added: ] | | [added: 345] | [removed: 1,947] [added: ] | | [added: 1,970] |
| [removed: 300,000] [added: ] | [added: 300,000] | [added: (1)] | [removed: (1)] | 300,000 | [removed: | | (1)] [added: (1)] | Swap | | 1.435 | [removed: |] [added: ] | Jan 15, 2016 | [added: ] | Jan 15, 2023 | [removed: | 11,463 |] [added: ] | | [added: 945] | [removed: 9,978] [added: ] | | [added: 11,463] |
| [removed: 72,220 | |] [added: ] | [removed: (3)] [added: 75,825] | [removed: 78,357] [added: (2)] | | [added: 72,220] | [removed: (3)] [added: (2)] | Swap | | 0.779 | [removed: |] [added: ] | Jan 15, 2016 | [added: ] | Jan 15, 2021 | [removed: | 2,024 |] [added: ] | | [added: 931] | [removed: 3,034] [added: ] | | [added: 2,024] |
| (2) | Represents debt which bears interest based on one-month [removed: GBP LIBOR.] [added: CDOR.] Translation to U.S. dollars is based on exchange [removed: rate] [added: rates] of [removed: $1.35] [added: $0.77] to [removed: £1.00] [added: 1.00 CAD] as of December 31, [removed: 2017.] [added: 2019 and $0.73 to 1.00 CAD as of December 31, 2018.] |
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
The following table shows the effects if assumed changes in interest rates occurred, based on fair values and interest expense as of December 31, [removed: 2018:][added: 2019:]
| [removed: Assumed event |] [added: Assumed event] | [removed: Change ($ millions)] [added: ] | [added: ($ millions)] | |
| Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates | [added: ] | $ | [removed: 4.3 |] [added: 1.7] |
| Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates | [removed: | (4.3] [added: ] | | [removed: )] [added: (1.7)] |
| Increase in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% increase in interest rates | [removed: | 7.0] [added: ] | | [added: 1.1] |
| Decrease in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% decrease in interest rates | [removed: | (7.0] [added: ] | | [removed: )] [added: (1.1)] |
| Increase in fair value of fixed rate debt following a 10% decrease in interest rates | [removed: | 97.8] [added: ] | | [added: 93.1] |
| Decrease in fair value of fixed rate debt following a 10% increase in interest rates | [removed: | (90.7] [added: ] | | [removed: )] [added: (88.1)] |
For the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] we had foreign operations in the United Kingdom, Ireland, France, Germany, the Netherlands, Switzerland, Canada, Singapore, Australia, [removed: Japan and] [added: Japan,] Hong Kong [removed: as well as Brazil in the year ended December 31, 2018.][added: and Brazil.]
Our foreign operations are conducted in the British pound sterling, Euro, [added: Canadian dollar, Brazilian real,] Australian dollar, Singapore dollar, [removed: Canadian dollar,] Hong Kong [removed: dollar, Brazilian real] [added: dollar] and the Japanese yen.
[removed: We attempt to mitigate a] portion of the risk of currency fluctuation by financing our investments in the local currency denominations and we may also hedge well-defined transactional exposures with foreign currency forwards or options, although there can be no assurances that these will be effective.
For the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] operating revenues from properties outside the United States contributed [removed: $564.4] [added: $627.4] million, [removed: $515.2] [added: $564.4] million and [removed: $442.9] [added: $515.2] million, respectively, which represented [removed: 18.5%, 21.0%] [added: 19.5%, 18.5%] and 21.0% of our operating revenues, respectively.
Net investment in properties outside the United States was [removed: $3.8] [added: $3.7] billion and [removed: $3.1] [added: $3.8] billion as of December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] respectively.
Net assets in foreign operations were approximately [removed: $0.2] [added: $(1.4)] billion and [removed: $0.3] [added: $0.2] billion as of December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] respectively.
In [removed: 2016,] [added: 2019,] we entered into a power purchase agreement to secure the renewable energy attributes from a [removed: wind] [added: solar] farm in [removed: Texas.][added: Virginia.]
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | Estimated Fair | |
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | Fair Value at Significant Other | | | | |
| As of | | | As of | | | | | | | | | | | As of | | | As of | |
| 2019 | | | 2018 | | | Derivative | | Rate | | Date | | Date | | 2019 | | | 2018 | |
| $ | 479,825 | | $ | 783,125 | | | | | | | | | | $ | 2,396 | | $ | 20,119 |
| | | | |
| --- | --- | --- | --- |
| | | Change | |
As a result of the Ascenty joint venture and deconsolidation of Ascenty in March 2019, our exposure to foreign exchange risk related to the Brazilian real is limited to the impact that currency has on our share of the Ascenty joint venture's operations and financial position.
We attempt to mitigate a
[Index to Financial Statements](#INDEX_423931)
The decrease was a result of the issuance of the 2026 Notes in January 2019 and March 2019, the proceeds of which were used to pay down the 5.875% Notes due 2020 and U.S. dollar borrowings on the global revolving credit facility.
[Index to Financial Statements](#INDEX_423931)
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| — | | | | 229,012 | | | (2) | Swap | | 0.792 | | | Jan 15, 2016 | | Jan 15, 2019 | | — | | | | (430 | | ) |
| $ | 783,125 | | | $ | 1,018,274 | | | | | | | | | | | | $ | 20,119 | | | $ | 18,572 | |
| | |
| --- | --- |
| (3) | Represents debt which bears interest based on one-month CDOR. Translation to U.S. dollars is based on exchange rates of $0.73 to 1.00 CAD as of December 31, 2018 and $0.80 to 1.00 CAD as of December 31, 2017. |
| | | | | |
| --- | --- | --- | --- | --- |
Item 1. BUSINESS
97 rewritten, 186 added, 79 removed, 157 unchanged
[removed: We are] [added: Digital Realty Trust, Inc., through its controlling interest in Digital Realty Trust, L.P. (the Operating Partnership) and the subsidiaries of the Operating Partnership, (collectively, we, our, us or the Company) is] a leading global provider of data center, colocation and interconnection solutions for customers across a variety of industry verticals ranging from cloud and information technology services, [added: communications and] social networking [removed: and communications] to financial services, manufacturing, energy, healthcare, and consumer products.
Digital Realty Trust, Inc. operates as a [removed: real estate investment trust, or REIT,] [added: REIT] for federal income tax purposes.
As of December 31, [removed: 2018,] [added: 2019,] our portfolio consisted of [removed: 214] [added: 225] data centers (including [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures), of which [removed: 145] [added: 147] are located in the United States, [removed: 38] [added: 41] are located in Europe, [removed: 16] [added: 19] are located in Latin America, [removed: seven] [added: 10] are located in Asia, [removed: five] [added: 5] are located in Australia and [removed: three] [added: 3] are located in Canada.
Digital Realty Trust, L.P., a Maryland limited partnership, is the entity through which Digital Realty Trust, Inc., a Maryland corporation, conducts its business of [added: owning,] acquiring, [removed: developing, owning] [added: developing] and operating data centers.
On December 20, 2018, [removed: our Brazilian subsidiary,] [added: the Operating Partnership and] Stellar Participações [removed: Ltda.,] [added: S.A. (formerly Stellar Participações Ltda.), a Brazilian subsidiary of the Operating Partnership,] completed the acquisition of Ascenty, a leading data center provider in Brazil, [removed: from private] [added: for cash and] equity [removed: firm Great Hill Partners in a transaction valued at] [added: consideration of] approximately [removed: $1.8] [added: $2.0] billion, [removed: net of] [added: including] cash [removed: purchased.][added: assumed.]
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
[removed: We] [added: As the infrastructure for this growing digital economy, we] believe the data center industry is poised for sustainable growth.
The demand for data center infrastructure is being driven by [removed: many factors, including] [added: this digital transformation which is contributing to] the explosive growth of data, rapid growth of cloud adoption and greater demand for IT outsourcing.
The Internet of Things, 5G, autonomous vehicles and artificial intelligence, among other technological advancements, are driving unprecedented growth of the digital [removed: economy, and data centers play an important role.][added: economy.]
These diverse and secular industry dynamics are driving greater demand for data center capacity not only from global cloud service providers, but also from businesses [removed: as diverse as] [added: across all industries, including] disaster recovery [removed: firms and] [added: firms,] IT service [removed: firms.][added: firms and financial services.]
As companies focus on their core competencies and rely on outsourcing to meet their needs, they are [removed: also] prioritizing colocation for their data center solutions [added: for various reasons, including] to reduce latency in data [removed: transfer.][added: transfer and increase global presence and connectivity.]
[removed: By providing a global real estate and technology platform that enables our customers and partners to connect with each other and service their own customers, we] [added: We] represent an important part of the digital economy that we believe will benefit from powerful, long-term growth drivers.
[removed: Our] [added: Fundamentally, our] platform brings together foundational real estate and innovative technology expertise to deliver a comprehensive, [removed: highly] specialized product suite to meet customers’ [removed: scale, colocation, and connectivity] [added: global infrastructure] needs.
We believe that the growth trends in the data center market, the cloud, Internet traffic and Internet-based services, combined with cost advantages in outsourcing data center requirements, provide attractive growth opportunities for us as a [removed: service provider and are only beginning to penetrate the] data center [removed: market.][added: solutions provider.]
Leveraging deep expertise in technology and real estate, we have an expansive global footprint, impressive scale and a full-spectrum [added: fit for purpose] product offering in key metropolitan areas around the world.
[removed: Global,] [added: Global,] Local and [removed: Interconnected][added: Interconnected]
Our data centers are [removed: hyper-connected-hubs,] [added: hyper-connected hubs,] strategically located in [removed: 35] [added: 36] key metro areas [removed: around] [added: across] the world.
Our data centers provide high-performance access to one of the largest [removed: ecosystem] [added: ecosystems] of interconnected networks, critical data center and cloud services, customers and partners.
Our record of resiliency, 12 consecutive years of “five-nines” (99.999%) uptime for facilities owned and operated by us, and our award-winning sustainability program ensure our customers’ high-performance networks are effective and [added: environmentally conscious.]
We provide the critical digital foundations [added: for our customers] to store, manage, and connect [removed: our customers’ data, allowing them to focus on performance, innovation and accelerating] their [removed: business growth.][added: data when, where and how they need it.]
[removed: Trusted Partner][added: Trusted Partner]
We are a trusted partner for [added: our customers, which include] many of the most digitally ambitious companies in the world, helping safeguard their digital capital and driving their growth.
Whether designing and delivering dedicated data center [removed: facilities,] [added: facilities] or solving cloud connectivity issues, our dedicated team of technical experts strives to ensure customer success through consistency in operations, customer care and ease of doing business.
Our portfolio of high-quality data centers provides secure, [removed: highly-connected] [added: highly connected] and continuously available environments for the exchange, processing and storage of critical electronic information.
Our global [removed: real estate and technology] platform provides access to a network of [removed: 214] [added: 225] state-of-the-art, interconnected data centers, concentrated in [removed: 35] [added: 36] major metropolitan areas across [removed: 12] [added: 13] countries on five continents.
Northern Virginia represented [removed: 22%] [added: 24%] of total revenue for the year ended December 31, [removed: 2018,] [added: 2019,] followed by Chicago with 13% of total revenue.
[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/dlr-20191231x10kabe894007.jpg)]
The locations of and improvements to our data centers, the network density, interconnection infrastructure and connectivity-centric customers in certain of our facilities, and our comprehensive product offerings are critical to our [added: customers’ businesses, which we believe results in high occupancy levels, longer average lease terms and customer relationships, as well as lower turnover.]
[removed: In addition, our strategically] located global data center campuses offer our customers the ability to expand their global footprint as their businesses grow, while our connectivity offerings on our campuses enhance the capabilities and attractiveness of these facilities.
Our portfolio contains a total of approximately [removed: 34.5] [added: 36.6] million square feet, including approximately [removed: 3.4] [added: 4.5] million square feet of space under active development and approximately [removed: 2.1] [added: 1.8] million square feet of space held for future development.
The [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures have an aggregate of approximately [removed: 2.5] [added: 4.7] million rentable square feet.
The [removed: 26] [added: 24] parcels of developable land we own comprise approximately [removed: 959] [added: 944] acres.
As of December 31, [removed: 2018,] [added: 2019,] our portfolio, including the [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures and excluding space under active development and space held for future development, was approximately [removed: 89.0%] [added: 86.8%] leased.
Our data centers and comprehensive suite of product offerings are scalable to meet our customers’ needs, from a single rack or [removed: cabinet,] [added: cabinet] up to multi-megawatt deployments, along with connectivity, interconnection and solutions to support their hybrid cloud architecture requirements.
We [removed: are now one of the only data center providers with] [added: offer] a comprehensive global product offering that covers the spectrum from single rack colocation to multiple megawatt deployments and connectivity around the world to suit our customers’ current needs and to enable their future growth.
| [removed: Product Types & Names] [added: Product] | | [removed: Description] [added: Description] |
| Colocation [added: ] | | Small (one cabinet) to medium (75 cabinets) deployments Provides agility to quickly deploy in days Contract length generally 2-3 years Consistent designs, operational environment, power expenses |
[removed: Our] [added: The PlatformDIGITAL solution model is available in our] colocation and Turn-Key Flex® data [removed: centers] [added: centers, which] are move-in ready, physically secure facilities with the power and cooling capabilities to support customers requiring a single rack or cabinet up to [removed: mission-critical IT enterprise applications.][added: multi-megawatt deployments.]
| [removed: Product] [added: Product] | | [removed: Description] [added: Description] |
| Internet Exchange | | Peering with major carrier, content, and wireless networks on a single, [removed: highly-availability] [added: high-availability] service platform |
The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Annual Report on Form 10-K.
On October 29, 2019, Digital Realty Trust, Inc., Digital Intrepid Holding B.V., an indirect subsidiary of Digital Realty Trust, Inc., which we refer to as the Buyer, and InterXion Holding N.V., which we refer to as InterXion, entered into a purchase agreement, or the Purchase Agreement, pursuant to which, subject to the terms and conditions of the Purchase Agreement, the Buyer will commence an exchange offer, or the Offer, to purchase all of the outstanding ordinary shares of InterXion, or InterXion Shares, in exchange for shares of common stock of Digital Realty Trust, Inc., or the Offer Consideration.
The transaction is expected to close in 2020 and is subject to customary closing conditions.
We refer to the transactions contemplated by the Purchase Agreement as the InterXion Combination or the InterXion Transactions.
On November 1, 2019, we closed the joint venture with Mapletree Investments and Mapletree Industrial Trust, which we refer to collectively as Mapletree, on three existing Turn-Key Flex® data centers located in Ashburn, Virginia.
The Company retained a 20% ownership interest in the joint venture, and Mapletree acquired the remaining 80% stake for approximately $0.8 billion.
We will continue to operate and manage these facilities.
The second tranche of the Mapletree transaction, the sale of 10 fully-leased Powered Base Building® properties for $557 million, closed in January 2020.
We refer to this transaction as the Ascenty Acquisition.
In March 2019, we formed a joint venture with Brookfield Infrastructure, an affiliate of Brookfield Asset Management, one of the largest owners and operators of infrastructure assets globally.
Brookfield invested approximately $702 million in exchange for approximately 49% of the total equity interests in the joint venture which owns and operates Ascenty.
A subsidiary of the Operating Partnership retained the remaining equity interest in the Ascenty joint venture.
As of March 27, 2019, we deconsolidated Ascenty and recorded our retained interest as an investment in unconsolidated joint ventures due to shared control with Brookfield.
The digital economy continues to grow and change how enterprises across all industries create and deliver value.
Companies increasingly need to operate ubiquitously, on-demand and with real-time intelligence serving customers, partners and employees across multiple channels, business functions and points of business presence.
We believe that data centers will continue to play a critical role in the digital economy and enabling business transformation strategies.
We believe cloud solutions and, in particular, hybrid cloud solutions will remain significant drivers of demand for data infrastructure.
The hybrid cloud, which combines public and private cloud solutions, has gained traction because it enables corporate enterprises to achieve efficiencies and contain costs as well as scale and secure their most sensitive information.
Data center providers that can solve global coverage, capacity and ecosystem connectivity needs, and coordinate and aggregate diverse customer and application demand, are poised to benefit from these cloud-specific industry drivers.
[Index to Financial Statements](#INDEX_423931)
We solve global coverage, capacity, and ecosystem connectivity needs for companies of all sizes through PlatformDIGITALTM, our global platform for centers of data exchange, interconnection, and colocation solutions.
Our global, fit for purpose data center platform enables companies to scale their digital business with a controlled, connected, and optimized network architecture designed to address their specific requirements.
We offer a Pervasive Data Center (PDxTM) architecture that integrates the physical and virtual worlds within proximity to centers of data exchange, interconnected to digital ecosystems and tailored to business needs.
Our solutions support increasing requirements for a decentralized infrastructure to accommodate the growing need for distributed workflows that vary by type of customer, application, data and location.
This platform allows our customers and partners to connect with each other and their own customers and partners.
Resilient Foundations
Our global footprint and network enable our customers to connect with other parties in the way they need.
[Index to Financial Statements](#INDEX_423931)

We provide a flexible, global data center platform that allows our customers to tailor infrastructure deployments and controls matched to their business needs.
[Index to Financial Statements](#INDEX_423931)
PlatformDIGITAL Solution Model. The PlatformDIGITAL solution model is based on our Pervasive Datacenter™ architecture strategy, which brings users, networks, clouds, controls and systems to the data, removing barriers, creating centers of data exchange to accommodate distributed workflows and scaling digital business.
| Network Hub | | Consolidates and localizes traffic into ingress/egress points to optimize network performance and cost |
| Control Hub | | Hosts adjacent security and IT controls to improve security posture and IT operations |
| Data Hub | | Localizes data aggregation, staging, analytics, streaming and data management to optimize data |
| SX Fabric | | Adds SDN overlay to service chain multi-cloud and B2B application ecosystems Connects hubs across metros and regions to enable secure and performant distributed workflows |
Capacity
[Index to Financial Statements](#INDEX_423931)
Digital Realty Trust, Inc., through its controlling interest in Digital Realty Trust, L.P. and its subsidiaries, delivers comprehensive space, power, and interconnection solutions that enable its customers and partners to connect with each other and service their own customers on a global technology and real estate platform.
We believe this transaction, which we refer to as the Ascenty Acquisition, represented a significant extension of our global platform and established us as the premier data center solutions provider in the Latin America region.
Separately, we entered into an independent bilateral equity commitment letter with Brookfield Infrastructure, an affiliate of Brookfield Asset Management, one of the largest owners and operators of infrastructure assets globally, under which Brookfield has committed to fund approximately $700 million, excluding Brookfield's share of transaction costs, in exchange for 49% of the total equity interests in a joint venture entity expected to ultimately own Ascenty.
The agreement with Brookfield is subject to certain closing conditions and is expected to close in the first quarter of 2019.
We believe cloud adoption represents the next generation of corporate IT outsourcing and remains a significant driver of demand for data infrastructure.
The cloud is gaining traction because it enables corporate enterprises to achieve efficiencies and contain costs.
Large data centers that deploy computational resources and accompanying power, security and other services at significantly lower cost per unit than smaller ones, and coordinate and aggregate diverse customer, geographic and application demand, are poised to benefit from these cloud-specific industry drivers.
Technology-Enabled Solutions Provider
Our global real estate and technology platform provides comprehensive, customizable solutions and global scale to meet customers’ constantly evolving and expanding data center needs.
We provide the trusted foundation for the digital economy, powering our customers’ digital ambitions and supporting their growth.
Resiliency
environmentally conscious.
customers’ businesses, which we believe results in high occupancy levels, longer average lease terms and customer relationships, as well as lower turnover.
We provide flexible, customer-centric data center solutions designed to meet the needs of companies of all sizes across multiple industry verticals around the world.
Colocation, Scale and Hyper-Scale Platform.
Interconnection and Cloud-Enablement Platform
Global Customer Base across a Wide Variety of Industry Sectors.
| IBM | Facebook, Inc. | Verizon |
| Cyxtera Technologies | LinkedIn | Comcast Corporation |
| Oracle America, Inc. | JPMorgan Chase & Co. | CenturyLink |
| Equinix | | China Telecommunications Corporation |
Proven Experience Attracting and Retaining Customers.
existing customers continue to grow and expand their utilization of our technology-enabled services to support a greater portion of their IT needs.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| New | 1.9 | | | $ | 255 | | | 1.9 | | (1) | $ | 240 | | (1) |
| Renewals | 2.0 | | | $ | 312 | | | 2.0 | | | $ | 330 | | |
| | |
| --- | --- |
Superior Risk-Adjusted Returns.
At December 31, 2018, we had
Prudently Allocate Capital.
Leverage Technology to Develop Comprehensive and Diverse Products.
Accelerate Global Reach and Scale.
We have strategically pursued international expansion since our IPO in 2004 and now operate across five continents.
Drive Revenue Growth and Operating Efficiencies.
Leverage Strong Industry Relationships.
Our sustainability platform includes the following:
| • | We manage our data centers so that they offer high degrees of operational efficiencies for our customers. We benchmark and certify certain data centers in accordance with the U.S. Environmental Protection Agency, or EPA, Energy Star program, LEEDTM, BREEAM, as well as other recognized third-party rating standards. A portion of our U.S. portfolio is enrolled in the U.S. Department of Energy’s Better Buildings Challenge for Data Centers. |
| • | We have developed solutions to help our customers efficiently utilize energy and water, and to help them procure renewable energy. |
An excerpt. Shown here: 40 of 97 rewritten, 40 of 186 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2019 filing and the FY2018 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 1 unchanged
As of December 31, [removed: 2018,] [added: 2019,] we were not a party to any legal proceedings which we believe would have a material adverse effect on our operations or financial position.
Cover and table of contents
88 rewritten, 49 added, 10 removed, 56 unchanged
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
[removed: UNITED STATES][added: UNITED STATES]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]
[removed: FORM 10-K][added: FORM 10-K]
| [removed: x] [added: ☒] | [removed: Annual] [added: Annual] Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |
[removed: For] [added: | | For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019 |]
| [removed: ¨] [added: ☐] | [removed: Transition] [added: Transition] Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |
[removed: For] [added: | | For] the Transition Period From to [removed: .][added: . |]
| [removed: Commission] [added: Commission] file [removed: number] [added: number] | | [removed: 001-32336 (Digital] [added: 001-32336 (Digital] Realty Trust, [removed: Inc.)] [added: Inc.)] |
| [added: ] | [added: ] | [removed: 000-54023 (Digital] [added: 000-54023 (Digital] Realty Trust, [removed: L.P.)] [added: L.P.)] |
[removed: DIGITAL] [added: DIGITAL] REALTY TRUST, [removed: INC.][added: INC.]
[removed: DIGITAL] [added: DIGITAL] REALTY TRUST, [removed: L.P.][added: L.P.]
[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]
| [removed: Maryland (Digital] [added: Maryland (Digital] Realty Trust, [removed: Inc.) Maryland (Digital] [added: Inc.) Maryland (Digital] Realty Trust, [removed: L.P.)] [added: L.P.)] | [removed: 26-0081711 20-2402955] [added: 26-0081711 20-2402955] |
| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | [removed: (IRS] [added: (IRS] employer identification [removed: number)] [added: number)] |
| [removed: Four] [added: Four] Embarcadero Center, Suite [removed: 3200 San Francisco, CA] [added: 3200 San Francisco, CA] | [removed: 94111] [added: 94111] |
| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | [removed: (Zip Code)] [added: (Zip Code)] |
[removed: (415) 738-6500][added: (415) 738-6500]
[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]
[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]
| [added: ] | [removed: Title] [added: | Title] of each [removed: class] [added: class] | [removed: Name] [added: | | Trading Symbols(s) | | Name] of each exchange on which [removed: registered] [added: registered] |
| Digital Realty Trust, Inc. | [added: |] Common Stock, $0.01 par value per share | [added: | | DLR | |] New York Stock Exchange |
| [added: ] | [added: |] Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | [added: | | DLR Pr C | |] New York Stock Exchange |
| [added: ] | [added: |] Series G Cumulative Redeemable Preferred Stock, $0.01 par value per share | [added: | | DLR Pr G | |] New York Stock Exchange |
| [added: ] | [added: |] Series [removed: H] [added: I] Cumulative Redeemable Preferred Stock, $0.01 par value per share | [added: | | DLR Pr I | |] New York Stock Exchange |
| [added: ] | [added: |] Series [removed: I] [added: J] Cumulative Redeemable Preferred Stock, $0.01 par value per share | [added: | | DLR Pr J | |] New York Stock Exchange [added: ] |
| [added: ] | [added: |] Series [removed: J] [added: K] Cumulative Redeemable Preferred Stock, $0.01 par value per share | [added: | | DLR Pr K | |] New York Stock Exchange [added: ] |
| Digital Realty Trust, L.P. | [added: |] None | [added: | |] None | [added: | None |]
[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]
| Digital Realty Trust, L.P. | [added: ] | Common Units of Partnership Interest |
| Digital Realty Trust, Inc. | Yes [removed: x] [added: ⌧] No [removed: o] [added: ◻] |
| Digital Realty Trust, L.P. | Yes [removed: o] [added: ⌧] No [removed: x] [added: ◻] |
| Digital Realty Trust, Inc. | Yes [removed: o] [added: ◻] No [removed: x] [added: ⌧] |
| Digital Realty Trust, L.P. | Yes [removed: x] [added: ◻] No [removed: o] [added: ⌧] |
| Large accelerated filer | [removed: x] [added: ⌧] | Accelerated filer | [removed: o] [added: ◻] |
| Non-accelerated filer | [removed: o] [added: ◻] | Smaller reporting company | [removed: o] [added: ☐] |
| [added: ] | [added: ] | Emerging growth company | [removed: o] [added: ☐] |
| Large accelerated filer | [removed: o] [added: ◻] | Accelerated filer | [removed: o] [added: ◻] |
| Non-accelerated filer | [removed: x] [added: ⌧] | Smaller reporting company | [removed: o] [added: ☐] |
| | |
| | | |
| | |
| | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | Series L Cumulative Redeemable Preferred Stock, $0.01 par value per share | | | DLR Pr L | | New York Stock Exchange |
| | | |
| | |
| | |
| | |
| Digital Realty Trust, Inc. | Yes ⌧ No ◻ |
| Digital Realty Trust, L.P. | Yes ⌧ No ◻ |
[Index to Financial Statements](#INDEX_423931)
| | |
| Digital Realty Trust, Inc. | Yes ⌧ No ◻ |
| Digital Realty Trust, L.P. | Yes ⌧ No ◻ |
| | | | |
| | | | |
| | | Emerging growth company | ☐ |
| | |
| | |
| Digital Realty Trust, Inc. | Yes ☐ No ⌧ |
| Digital Realty Trust, L.P. | Yes ☐ No ⌧ |
| | | | |
| --- | --- | --- | --- |
[Index to Financial Statements](#INDEX_423931)
[Index to Financial Statements](#INDEX_423931)
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
In this report, “global revolving credit facility” refers to our Operating Partnership’s $2.35 billion senior unsecured revolving credit facility and global senior credit agreement; “term loan facility” or “unsecured term loans” refers to our Operating Partnership’s senior unsecured multi-currency term loan facility and term loan agreement, which governs a $300 million five-year senior unsecured term loan and a $512 million five-year senior unsecured term loan; “Yen revolving credit facility” refers to our Operating Partnership’s ¥33,285,000,000 (approximately $306 million based on exchange rates at December 31, 2019) senior unsecured revolving credit facility and Yen credit agreement; and “revolving credit facilities” or “global revolving credit facilities” refer to our global revolving credit facility and our Yen revolving credit facility, collectively.
10-K 1 dlrq412311810kss.htm 10-K
| | |
| --- | --- |
| | | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
| | | | |
| [PART I.](#s8EE952ECE5E85B008F413C7026D42BBD) | | |
| [PART III.](#s674C1063AF4E5AD0825219720EC274FD) | | |
| [PART IV.](#sCCE1F79703885780BEB253A5E028E8E9) | | |
| [SIGNATURES](#s559AFCDA7C3D5A2A8F7533029A05A238) | | [200](#s559AFCDA7C3D5A2A8F7533029A05A238) |
An excerpt. Shown here: 40 of 88 rewritten, 40 of 49 added and all 10 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2019 filing and the FY2018 filing.
Item 2. PROPERTIES
45 rewritten, 120 added, 88 removed, 47 unchanged
As of December 31, [removed: 2018,] [added: 2019,] our portfolio consisted of [removed: 214] [added: 225] data centers, including [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures, and contain a total of approximately [removed: 34.5] [added: 36.6] million rentable square feet, including [removed: 3.4] [added: 4.5] million square feet of space under active development and [removed: 2.1] [added: 1.8] million square feet of space held for development.
The following table presents an overview of our portfolio of properties, including the [removed: 18] [added: 41] data centers held as investments in unconsolidated joint ventures and developable land, based on information as of December 31, [removed: 2018] [added: 2019] (dollar amounts in thousands).
Please refer to Note 8 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a description of all applicable encumbrances as of December 31, [removed: 2018.][added: 2019.]
| [removed: Metropolitan Area | | Data Center Buildings |] [added: ] | [added: ] | [removed: Net Rentable Square Feet (1)] [added: Data Center] | [added: ] | [added: Net Rentable] | [removed: Space Under Active Development (2)] [added: ] | [added: Active] | [added: ] | [removed: Space] [added: Space] Held [removed: for Development (3) | |] [added: for] | [removed: Annualized Rent (4)] [added: ] | [added: Annualized] | | [added: ] | [removed: Occupancy Percentage (5)] [added: Occupancy] | |
| [removed: North America | | | | |] [added: North America] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] | [added: ] |
| Houston | [added: ] | 6 | [removed: |] [added: ] | 392,816 | [removed: |] [added: ] | — | [removed: |] [added: ] | 13,969 | [removed: | | 19,537] [added: ] | [added: ] | [added: 19,691] | [added: ] | [removed: 84.6] [added: 81.8] | % |
| Miami | | 2 | | [removed: |] 226,314 | | [removed: |] — | | [removed: |] — | [removed: | | 7,172] [added: ] | | [added: 7,805] | | [removed: 87.2] [added: 89.3] | % |
| [removed: Minneapolis/St. Paul] [added: Minneapolis] | | 1 | | [removed: |] 328,765 | | [removed: |] — | | [removed: |] — | [removed: | | 5,644] [added: ] | | [added: 5,798] | | 100.0 | % |
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
| [removed: Europe | | | | |] [added: Europe] | | | | | | | | | [added: ] | | | | | [added: ] |
| Paris, France [removed: (8)] | [removed: | 3] [added: (8)] | [added: 4] | | 185,994 | | [removed: | — |] [added: 96,402] | | — | [removed: | | 7,077] [added: ] | | [added: 7,086] | | 100.0 | % |
| Manchester, England [removed: (7)] | [added: (7)] | 1 | | [removed: |] 38,016 | | [removed: |] — | | [removed: |] — | [removed: | | 1,754] [added: ] | | [added: 1,815] | | 100.0 | % |
| Geneva, Switzerland [removed: (8)] | [added: (8)] | 1 | [removed: |] [added: ] | 59,190 | | [removed: |] — | | [removed: |] — | [removed: | | 1,772] [added: ] | | [added: 1,783] | | 100.0 | % |
| [removed: Asia Pacific | | | | |] [added: Asia Pacific] | | | | | | | | | [added: ] | | | | | [added: ] |
| Melbourne, Australia [removed: (10)] | [added: (10)] | 2 | [removed: |] [added: ] | 146,570 | | [removed: |] — | | [removed: |] — | [removed: | | 16,789] [added: ] | | [added: 18,489] | | [removed: 79.3] [added: 85.8] | % |
| [removed: Non-Data] [added: Non-Data] Center [removed: Properties] [added: Properties] | | — | | [removed: | 516,107 | | | — |] [added: 278,068] | | [removed: —] [added: —] | | [added: —] | [removed: 4,591] [added: ] | | [added: 1,240] | | [removed: 100.0] [added: 100.0] | [removed: %] [added: %] |
| [removed: Managed] [added: Managed] Unconsolidated Joint [removed: Ventures | | | | |] [added: Ventures] | | | | | | | | | [added: ] | | | | | [added: ] |
| Silicon Valley | | 4 | | [removed: |] 326,305 | | [removed: |] — | | [removed: |] — | [removed: | | 12,942] [added: ] | | [added: 13,318] | | 100.0 | % |
| Dallas | | 3 | | [removed: |] 319,876 | | [removed: |] — | | [removed: |] — | [removed: | | 7,739] [added: ] | | [added: 5,419] | | [removed: 100.0] [added: 82.4] | % |
| New York | | 1 | | [removed: |] 108,336 | | [removed: |] — | | [removed: |] — | [added: ] | | 3,460 | | [removed: | |] 100.0 | % |
| [removed: Non-Managed] [added: Non-Managed] Unconsolidated Joint [removed: Ventures | | | | |] [added: Ventures] | | | | | | | | | [added: ] | | | | | [added: ] |
| Seattle | | 2 | | [removed: |] 451,369 | | [removed: |] — | | [removed: |] — | [removed: | | 55,779] [added: ] | | [added: 61,267] | | [removed: 97.9] [added: 97.3] | % |
| (4) | Annualized rent represents the monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2018] [added: 2019] multiplied by 12. |
| (6) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of [removed: $0.73] [added: $0.77] to 1.00 CAD. |
| (7) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of [removed: $1.27] [added: $1.33] to £1.00. |
| (8) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of [removed: $1.14] [added: $1.12] to €1.00. |
| (9) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of [removed: $0.73] [added: $0.74] to 1.00 SGD. |
| (10) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of $0.70 to 1.00 AUD. |
| (11) | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of $0.01 to 1.00 JPY. |
| [removed: (12)] [added: (13)] | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of [removed: $0.26] [added: $0.25] to 1.00 BRL. |
| [removed: (13)] [added: (12)] | Rental amounts were calculated based on the exchange rate in effect on December 31, [removed: 2018] [added: 2019] of $0.13 to 1.00 HKD. |
We have ground leases on Paul van Vlissingenstraat 16 [removed: that expires] [added: (expires] in [removed: 2054,] [added: 2054),] Chemin de l’Epinglier 2 [removed: that expires] [added: (expires] in [removed: 2074,] [added: 2074),] Clonshaugh Industrial Estate I and II [removed: that expires] [added: (expires] in [removed: 2981,] [added: 2981),] Manchester Technopark [removed: that expires] [added: (expires] in [removed: 2125,] [added: 2125),] 29A International Business Park [removed: that expires] [added: (expires] in [removed: 2038,] [added: 2038),] Gyroscoopweg 2E-2F, which has a continuous ground lease and will be adjusted on January 1, 2042, and Naritaweg 52, which has a continuous ground lease.
As part of the Telx Acquisition and European Portfolio Acquisition, leases relating to operating facilities, offices, and equipment under various lease agreements [added: expired or will] expire during the years ending December [removed: 2018] [added: 2019] through June 2047.
As of December 31, [removed: 2018,] [added: 2019,] our portfolio was leased to over [removed: 2,300] [added: 2,000] companies, many of which are internationally recognized firms.
The following table sets forth information regarding the 20 largest customers in our portfolio based on annualized rent as of December 31, [removed: 2018] [added: 2019] (dollar amounts in thousands).
[removed: Note:] [added: Note:] Our direct customers may be the entities named in the table above or their subsidiaries or affiliates.
| (1) | Occupied square footage is defined as leases that commenced on or before December 31, [removed: 2018.] [added: 2019.] For some of our properties, we calculate occupancy based on factors in addition to contractually leased square feet, including available power, required support space and common area. |
| (2) | Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2018] [added: 2019] multiplied by 12. |
| [removed: (3)] [added: (4)] | Represents leases with former CenturyLink, Inc. affiliates, which are our direct customers. Cyxtera Technologies, Inc. acquired the data center and colocation business, including such direct customers, of CenturyLink, Inc. in 2Q 2017. |
| [removed: (4)] [added: (3)] | Represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage. |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Space Under | | | | | | | | |
| Metropolitan Area | | Buildings | | Square Feet (1) | | Development (2) | | Development (3) | | Rent (4) | | | Percentage (5) | |
| | | | | | | | | | | | | | | |
| Northern Virginia | | 23 | | 5,332,240 | | 717,918 | | 81,195 | | $ | 520,222 | | 90.4 | % |
| Chicago | | 10 | | 3,040,208 | | 386,604 | | 148,650 | | | 288,526 | | 86.6 | % |
| New York | | 12 | | 2,048,955 | | 34,010 | | 137,018 | | | 205,297 | | 82.1 | % |
| Silicon Valley | | 20 | | 2,251,021 | | 65,594 | | — | | | 199,952 | | 95.3 | % |
| Dallas | | 20 | | 3,354,328 | | 182,589 | | 49,646 | | | 190,385 | | 82.0 | % |
| Phoenix | | 3 | | 795,687 | | — | | 227,274 | | | 79,344 | | 73.5 | % |
| San Francisco | | 4 | | 787,083 | | 61,210 | | — | | | 62,224 | | 72.1 | % |
| Atlanta | | 4 | | 525,414 | | — | | 313,581 | | | 48,921 | | 93.0 | % |
| Los Angeles | | 4 | | 818,479 | | — | | — | | | 42,932 | | 86.1 | % |
| Toronto | (6) | 2 | | 232,980 | | 583,029 | | — | | | 22,960 | | 92.8 | % |
| Boston | | 4 | | 467,519 | | — | | 50,649 | | | 22,347 | | 55.2 | % |
| Austin | | 1 | | 85,688 | | — | | — | | | 8,869 | | 65.0 | % |
| Portland | | 2 | | 48,574 | | 552,862 | | — | | | 6,606 | | 91.4 | % |
| Charlotte | | 3 | | 95,499 | | — | | — | | | 4,696 | | 88.0 | % |
| North America Total | | 121 | | 20,831,571 | | 2,583,816 | | 1,021,982 | | | 1,736,575 | | 85.9 | % |
| | | | | | | | | | | | | | | |
| London, United Kingdom | (7) | 16 | | 1,456,352 | | 136,921 | | 99,175 | | | 210,569 | | 87.5 | % |
| Amsterdam, Netherlands | (8) | 10 | | 599,591 | | 48,490 | | 95,262 | | | 42,160 | | 65.9 | % |
| Dublin, Ireland | (8) | 5 | | 265,430 | | 26,646 | | 64,750 | | | 22,021 | | 75.1 | % |
| Frankfurt, Germany | (8) | 4 | | 222,261 | | 185,814 | | — | | | 24,231 | | 82.6 | % |
| Europe Total | | 41 | | 2,826,835 | | 494,273 | | 259,187 | | | 309,665 | | 82.6 | % |
| | | | | | | | | | | | | | | |
| Singapore | (9) | 3 | | 540,638 | | 344,826 | | — | | | 79,196 | | 85.0 | % |
| Sydney, Australia | (10) | 3 | | 225,728 | | 88,629 | | — | | | 19,848 | | 67.4 | % |
| Osaka, Japan | (11) | 1 | | — | | 193,535 | | — | | | — | | NA | |
| Tokyo, Japan | (11) | 1 | | — | | 406,664 | | — | | | — | | NA | |
| Asia Pacific Total | | 10 | | 912,936 | | 1,033,654 | | — | | | 117,533 | | 80.8 | % |
| | | | | | | | | | | | | | | |
| Held for Sale | | 12 | | 1,377,405 | | — | | — | | | 35,979 | | 100.0 | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Northern Virginia | | 7 | | 1,250,419 | | — | | — | | | 91,232 | | 100.0 | % |
| Hong Kong | (12) | 1 | | 182,488 | | — | | 3,812 | | | 17,422 | | 76.3 | % |
| | | 16 | | 2,187,424 | | — | | 3,812 | | | 130,851 | | 95.5 | % |
| | | | | | | | | | | | | | | |
Information for Ascenty is only included in the Our Portfolio table in this Item, otherwise all other tables exclude tenant and leasing data related to Ascenty.
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Northern Virginia | | 30 | | | 5,718,180 | | | 1,425,029 | | | 84,852 | | | $ | 549,446 | | | 95.4 | % |
| Chicago | | 10 | | | 2,963,850 | | | 459,250 | | | 152,362 | | | 291,599 | | | | 89.5 | % |
| New York | | 12 | | | 1,980,040 | | | — | | | 240,157 | | | 206,251 | | | | 83.5 | % |
| Silicon Valley | | 19 | | | 2,251,021 | | | — | | | — | | | 208,195 | | | | 97.1 | % |
| Dallas | | 21 | | | 3,435,188 | | | 132,310 | | | 81,206 | | | 183,814 | | | | 80.4 | % |
| Phoenix | | 4 | | | 990,385 | | | — | | | 108,926 | | | 89,365 | | | | 66.4 | % |
| San Francisco | | 4 | | | 834,540 | | | 13,753 | | | — | | | 65,257 | | | | 71.8 | % |
| Atlanta | | 5 | | | 775,606 | | | — | | | 313,581 | | | 52,632 | | | | 90.6 | % |
| Los Angeles | | 4 | | | 806,934 | | | 11,545 | | | — | | | 41,231 | | | | 90.7 | % |
| Boston | | 5 | | | 534,249 | | | — | | | 50,649 | | | 31,272 | | | | 66.8 | % |
| Toronto, Canada (6) | | 3 | | | 326,591 | | | 60,506 | | | 511,969 | | | 18,022 | | | | 75.0 | % |
| Denver | | 2 | | | 371,500 | | | — | | | — | | | 11,665 | | | | 99.8 | % |
| Austin | | 1 | | | 85,688 | | | — | | | — | | | 8,539 | | | | 65.1 | % |
| Portland | | 1 | | | 48,574 | | | — | | | — | | | 6,337 | | | | 85.3 | % |
| Charlotte | | 3 | | | 95,499 | | | — | | | — | | | 4,510 | | | | 89.1 | % |
| Seattle | | 1 | | | 40,564 | | | — | | | 75,382 | | | 2,609 | | | | 77.1 | % |
| North America Total / Weighted Average | | 134 | | | 22,206,304 | | | 2,102,393 | | | 1,633,053 | | | 1,803,097 | | | | 87.6 | % |
| London, United Kingdom (7) | | 16 | | | 1,430,107 | | | 92,560 | | | 104,606 | | | 209,634 | | | | 91.3 | % |
| Amsterdam, Netherlands (8) | | 9 | | | 474,303 | | | 91,859 | | | 68,185 | | | 46,372 | | | | 92.9 | % |
| Dublin, Ireland (8) | | 5 | | | 330,180 | | | 26,646 | | | — | | | 26,735 | | | | 89.8 | % |
| Frankfurt, Germany (8) | | 3 | | | 83,981 | | | 157,056 | | | — | | | 12,006 | | | | 75.1 | % |
| Europe Total / Weighted Average | | 38 | | | 2,601,771 | | | 368,121 | | | 172,791 | | | 305,350 | | | | 91.8 | % |
| Singapore (9) | | 2 | | | 540,638 | | | — | | | — | | | 89,629 | | | | 91.5 | % |
| Sydney, Australia (10) | | 3 | | | 196,665 | | | 117,692 | | | — | | | 23,025 | | | | 91.7 | % |
| Osaka, Japan (11) | | 1 | | | — | | | 239,999 | | | — | | | — | | | | — | |
| Asia Pacific Total / Weighted Average | | 8 | | | 883,873 | | | 357,691 | | | — | | | 129,443 | | | | 89.5 | % |
| Ascenty Acquisition (12) | | 16 | | | 473,251 | | | 522,643 | | | 243,160 | | | 73,538 | | | | 95.3 | % |
| Northern Virginia | | 4 | | | 546,572 | | | — | | | — | | | 27,488 | | | | 99.5 | % |
| Hong Kong (13) | | 1 | | | 178,505 | | | — | | | 7,795 | | | 27,399 | | | | 80.7 | % |
| | | 13 | | | 1,479,594 | | | — | | | 7,795 | | | 79,028 | | | | 97.5 | % |
| Tokyo (11) | | 2 | | | 430,277 | | | — | | | — | | | 22,561 | | | | 86.9 | % |
| Osaka (11) | | 1 | | | 92,087 | | | — | | | — | | | 15,006 | | | | 89.2 | % |
| | | 5 | | | 973,733 | | | — | | | — | | | 93,346 | | | | 92.2 | % |
| Total | | 214 | | | 29,134,633 | | | 3,350,848 | | | 2,056,799 | | | 2,488,393 | | | | 89.0 | % |
| | |
We have a fully prepaid ground lease on 2055 E.
Technology Circle that expires in 2083.
An excerpt. Shown here: 40 of 45 rewritten, 40 of 120 added and 40 of 88 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2019 filing and the FY2018 filing.
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 2 unchanged
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
20 rewritten, 10 added, 10 removed, 25 unchanged
As of February 21, [removed: 2019,] [added: 2020,] there were approximately [removed: 520] [added: 43] holders of record of Digital Realty Trust, Inc.’s common stock.
As of February 21, [removed: 2019,] [added: 2020,] there were [removed: 86] [added: 93] holders of record of common units, including Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc.
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
The following graph compares the yearly change in the cumulative total stockholder return on Digital Realty Trust, Inc.’s common stock during the period from December 31, [removed: 2013] [added: 2014] through December 31, [removed: 2018,] [added: 2019,] with the cumulative total returns on the MSCI US REIT Index (RMS) and the S&P 500 Market Index.
The comparison assumes that $100 was invested on December 31, [removed: 2013] [added: 2014] in Digital Realty Trust, Inc.’s common stock and in each of these indices and assumes reinvestment of dividends, if any.
[removed: Assumes] [added: Assumes] $100 invested on December 31, [removed: 2013][added: 2014 and]
[removed: Assumes dividends reinvested][added: dividends reinvested]
[removed: To] [added: To] fiscal year ending December 31, [removed: 2018][added: 2019]
[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/dlr-20191231x10kabe894014.jpg)]
| [removed: Pricing Date | DLR($) |] [added: Pricing Date] | | [removed: S&P 500($)] [added: DLR($)] | | [added: S&P 500($)] | [removed: RMS($)] | [added: RMS($)] |
| December 31, [removed: 2013] [added: 2014] | [removed: 100.0] | [added: 100.0] | | 100.0 | | [removed: |] 100.0 | [removed: |]
| [removed: •] [added: ●] | This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
| [removed: •] [added: ●] | The stock price performance shown on the graph is not necessarily indicative of future price performance. |
| [removed: •] [added: ●] | The hypothetical investment in Digital Realty Trust, Inc.’s common stock presented in the stock performance graph above is based on the closing price of the common stock on December 31, [removed: 2013.] [added: 2014.] |
During the year ended December 31, [removed: 2018,] [added: 2019,] our Operating Partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
During the year ended December 31, [removed: 2018,] [added: 2019,] Digital Realty Trust, Inc. issued an aggregate of [removed: 240,188] [added: 298,243] shares of its common stock in connection with restricted stock awards for no cash consideration.
For each share of common stock issued by Digital Realty Trust, Inc. in connection with such awards, our Operating Partnership issued a restricted common unit to Digital Realty Trust, Inc. During the year ended December 31, [removed: 2018,] [added: 2019,] our Operating Partnership issued an aggregate of [removed: 240,188] [added: 298,243] common units to Digital Realty Trust, Inc., as required by our Operating Partnership’s partnership agreement.
During the year ended December 31, [removed: 2018,] [added: 2019,] an aggregate of [removed: 19,423] [added: 41,375] shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock awards for a net issuance of [removed: 220,765] [added: 256,868] shares of common stock.
All other issuances of unregistered equity securities of our Operating Partnership during the year ended December 31, [removed: 2018] [added: 2019] have previously been disclosed in filings with the SEC.
For all issuances of units to Digital Realty Trust, Inc., our Operating Partnership relied on Digital Realty Trust, Inc.’s status as a publicly traded NYSE-listed company with over [removed: $23.8] [added: $23.1] billion in total consolidated assets and as our Operating Partnership’s majority owner and general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.

| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| December 31, 2015 | | 120.1 | | 101.4 | | 102.5 |
| December 31, 2016 | | 162.0 | | 113.5 | | 111.3 |
| December 31, 2017 | | 194.1 | | 138.3 | | 117.0 |
| December 31, 2018 | | 188.2 | | 132.2 | | 111.6 |
| December 31, 2019 | | 219.3 | | 173.9 | | 140.5 |
[Index to Financial Statements](#INDEX_423931)
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2014 | 142.6 | | | 113.7 | | | 130.4 | |
| December 31, 2015 | 171.3 | | | 115.3 | | | 133.7 | |
| December 31, 2016 | 231.1 | | | 129.1 | | | 145.2 | |
| December 31, 2017 | 276.8 | | | 157.2 | | | 152.5 | |
| December 31, 2018 | 268.4 | | | 150.3 | | | 145.6 | |
| | |
On December 20, 2018, our Operating Partnership issued 2,338,874 common units as partial consideration for the Ascenty Acquisition.
The Operating Partnership’s reliance upon the exemption provided by Section 4(a)(2) of the Securities Act, was based in part upon representations made by the sellers in the transaction documents related to the Ascenty Acquisition.
Item 6. SELECTED FINANCIAL DATA
81 rewritten, 64 added, 10 removed, 2 unchanged
[removed: SELECTED] [added: SELECTED] COMPANY FINANCIAL AND OTHER DATA (Digital Realty Trust, [removed: Inc.)][added: Inc.)]
The following table sets forth selected consolidated financial and operating data on an historical basis for Digital Realty Trust, Inc. [added: (amounts in thousands, except share and per share data).]
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
| [added: ] | [removed: Year] [added: | Year] Ended December [removed: 31, | | | | |] [added: 31,] | | | | | | | | | | | | | |
| [removed: | 2018 | | |] [added: ] | [removed: 2017] | [added: 2019] | | | [removed: 2016] [added: 2018] | | | [added: 2017] | [removed: 2015] | | [added: 2016] | | [removed: 2014] | [added: 2015] | |
| [removed: | (Amounts in thousands, except share and per share data) | | |] [added: Per Share Data:] | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | |
| [removed: Statement] [added: Statement] of Operations [removed: Data: | | | |] [added: Data:] | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | |
| [removed: Operating Revenues: | | | |] [added: Operating Revenues:] | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | |
| Rental and other services | [removed: $] [added: ] | [removed: 2,412,076] [added: $] | [added: 3,196,356] | [added: ] | $ | [removed: 2,010,301 |] [added: 2,412,076] | [added: ] | $ | [removed: 1,746,828 |] [added: 2,010,301] | [added: ] | $ | [removed: 1,395,745 |] [added: 1,746,828] | [added: ] | $ | [removed: 1,256,086 |] [added: 1,395,745] |
| Tenant reimbursements | [removed: 624,637 | | | | 440,224] [added: ] | | [added: —] | [added: ] | [removed: 355,903] | [added: 624,637] | [added: ] | | [removed: 359,875] [added: 440,224] | [added: ] | | [added: 355,903] | [removed: 350,234] [added: ] | | [added: 359,875] |
| Fee income and other | [removed: 9,765 | | | | 7,403] [added: ] | | [added: 12,885] | [added: ] | [removed: 39,482] | [added: 9,765] | [added: ] | | [removed: 7,716] [added: 7,403] | [added: ] | | [added: 39,482] | [removed: 10,118] [added: ] | | [added: 7,716] |
| Total operating revenues | [removed: 3,046,478 | | | | 2,457,928] [added: ] | | [added: 3,209,241] | [added: ] | [removed: 2,142,213] | [added: 3,046,478] | [added: ] | | [removed: 1,763,336] [added: 2,457,928] | [added: ] | | [added: 2,142,213] | [removed: 1,616,438] [added: ] | | [added: 1,763,336] |
| [removed: Operating Expenses: | | | |] [added: Operating Expenses:] | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | |
| Rental property operating and maintenance | [removed: 957,065 | | | | 759,616] [added: ] | | [added: 1,020,578] | [added: ] | [removed: 660,177] | [added: 957,065] | [added: ] | | [removed: 549,885] [added: 759,616] | [added: ] | | [added: 660,177] | [removed: 503,140] [added: ] | | [added: 549,885] |
| Change in fair value of contingent consideration | [removed: — | |] [added: ] | | — | [removed: |] [added: ] | | — | [removed: |] [added: ] | | [removed: (44,276] [added: —] | [added: ] | [removed: )] | [added: —] | [removed: (8,093] [added: ] | | [removed: )] [added: (44,276)] |
| Depreciation and amortization | [removed: 1,186,896 | | | | 842,464] [added: ] | | [added: 1,163,774] | [added: ] | [removed: 699,324] | [added: 1,186,896] | [added: ] | | [removed: 570,527] [added: 842,464] | [added: ] | | [added: 699,324] | [removed: 538,513] [added: ] | | [added: 570,527] |
| General and administrative | [removed: 163,667 | | | | 161,441] [added: ] | | [added: 211,097] | [added: ] | [removed: 152,733] | [added: 163,667] | [added: ] | | [removed: 105,549] [added: 161,441] | [added: ] | | [added: 152,733] | [removed: 93,188] [added: ] | | [added: 105,549] |
| Transaction and integration expenses | [removed: 45,327 | | | | 76,048] [added: ] | | [added: 27,925] | [added: ] | [removed: 20,491] | [added: 45,327] | [added: ] | | [removed: 17,400] [added: 76,048] | [added: ] | | [added: 20,491] | [removed: 1,303] [added: ] | | [added: 17,400] |
| Impairment on investments in real estate | [removed: — | | |] [added: ] | [removed: 28,992] | [added: 5,351] | [added: ] | | — | [removed: |] [added: ] | | [removed: —] [added: 28,992] | [added: ] | | [added: —] | [removed: 126,470] [added: ] | | [added: —] |
| Other | [removed: 2,818 | | | | 3,077] [added: ] | | [added: 14,118] | [added: ] | [removed: 213] | [added: 2,818] | [added: ] | | [removed: 60,943] [added: 3,077] | [added: ] | | [added: 213] | [removed: 3,070] [added: ] | | [added: 60,943] |
| Total operating expenses | [removed: 2,496,691 | | | | 2,006,633] [added: ] | | [added: 2,615,026] | [added: ] | [removed: 1,644,927] | [added: 2,496,691] | [added: ] | | [removed: 1,361,425] [added: 2,006,633] | [added: ] | | [added: 1,644,927] | [removed: 1,357,772] [added: ] | | [added: 1,361,425] |
| Operating income | [removed: 549,787 | | | | 451,295] [added: ] | | [added: 594,215] | [added: ] | [removed: 497,286] | [added: 549,787] | [added: ] | | [removed: 401,911] [added: 451,295] | [added: ] | | [added: 497,286] | [removed: 258,666] [added: ] | | [added: 401,911] |
| [removed: Other] [added: Other] Income [removed: (Expenses): | | | |] [added: (Expenses):] | [added: ] | | [added: ] | [added: ] | | [added: ] | [added: ] | | | [added: ] | | | [added: ] | | |
| Equity in earnings of unconsolidated joint ventures | [removed: 32,979 | | | | 25,516] [added: ] | | [added: 8,067] | [added: ] | [removed: 17,104] | [added: 32,979] | [added: ] | | [removed: 15,491] [added: 25,516] | [added: ] | | [added: 17,104] | [removed: 13,289] [added: ] | | [added: 15,491] |
| Gain on [removed: sale] [added: disposition] of [removed: properties | 80,049 | | |] [added: properties, net] | [removed: 40,354] [added: ] | | [added: 267,651] | [added: ] | [removed: 169,902] | [added: 80,049] | [added: ] | | [removed: 94,604] [added: 40,354] | [added: ] | | [added: 169,902] | [removed: 15,945] [added: ] | | [added: 94,604] |
| Interest and other income (expense) | [removed: 3,481 | | | | 3,655] [added: ] | | [added: 66,000] | [added: ] | [removed: (4,564] | [added: 3,481] | [removed: )] [added: ] | | [removed: (2,381] [added: 3,655] | [added: ] | [removed: )] | [added: (4,564)] | [removed: 2,663] [added: ] | | [added: (2,381)] |
| Interest expense | [removed: (321,529 | | ) | | (258,642] [added: ] | | [removed: )] [added: (353,057)] | [added: ] | [removed: (236,480] | [added: (321,529)] | [removed: )] [added: ] | | [removed: (201,435] [added: (258,642)] | [added: ] | [removed: )] | [added: (236,480)] | [removed: (191,085] [added: ] | | [removed: )] [added: (201,435)] |
| Tax expense | [removed: (2,084 | | ) | | (7,901] [added: ] | | [removed: )] [added: (11,995)] | [added: ] | [removed: (10,385] | [added: (2,084)] | [removed: )] [added: ] | | [removed: (6,451] [added: (7,901)] | [added: ] | [removed: )] | [added: (10,385)] | [removed: (5,238] [added: ] | | [removed: )] [added: (6,451)] |
| [removed: Gain (loss)] [added: (Loss) gain] from early extinguishment of debt | [removed: (1,568 | | ) | | 1,990] [added: ] | | [added: (39,157)] | [added: ] | [removed: (1,011] | [added: (1,568)] | [removed: )] [added: ] | | [removed: (148] [added: 1,990] | [added: ] | [removed: )] | [added: (1,011)] | [removed: (780] [added: ] | | [removed: )] [added: (148)] |
| Net income | [removed: 341,115 | | | | 256,267] [added: ] | | [added: 599,221] | [added: ] | [removed: 431,852] | [added: 341,115] | [added: ] | | [removed: 301,591] [added: 256,267] | [added: ] | | [added: 431,852] | [removed: 203,415] [added: ] | | [added: 301,591] |
| Net income attributable to noncontrolling interests | [removed: (9,869 | | ) | | (8,008] [added: ] | | [removed: )] [added: (19,460)] | [added: ] | [removed: (5,665] | [added: (9,869)] | [removed: )] [added: ] | | [removed: (4,902] [added: (8,008)] | [added: ] | [removed: )] | [added: (5,665)] | [removed: (3,232] [added: ] | | [removed: )] [added: (4,902)] |
| Net income attributable to Digital Realty Trust, Inc. | [removed: 331,246 | | | | 248,259] [added: ] | | [added: 579,761] | [added: ] | [removed: 426,187] | [added: 331,246] | [added: ] | | [removed: 296,689] [added: 248,259] | [added: ] | | [added: 426,187] | [removed: 200,183] [added: ] | | [added: 296,689] |
| Preferred stock dividends | [removed: (81,316 | | ) | | (68,802] [added: ] | | [removed: )] [added: (74,990)] | [added: ] | [removed: (83,771] | [added: (81,316)] | [removed: )] [added: ] | | [removed: (79,423] [added: (68,802)] | [added: ] | [removed: )] | [added: (83,771)] | [removed: (67,465] [added: ] | | [removed: )] [added: (79,423)] |
| Issuance costs associated with redeemed preferred stock | [removed: — | |] [added: ] | | [removed: (6,309] [added: (11,760)] | [added: ] | [removed: )] | [added: —] | [removed: (10,328] [added: ] | | [removed: )] [added: (6,309)] | [added: ] | [removed: —] | [added: (10,328)] | [added: ] | | — | [removed: | |]
| Net income available to common stockholders | [removed: $] [added: ] | [removed: 249,930] [added: $] | [added: 493,011] | [added: ] | $ | [removed: 173,148 |] [added: 249,930] | [added: ] | $ | [removed: 332,088 |] [added: 173,148] | [added: ] | $ | [removed: 217,266 |] [added: 332,088] | [added: ] | $ | [removed: 132,718 |] [added: 217,266] |
| [removed: Per Share Data: | | | |] [added: Per Unit Data:] | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | |
| Basic income per share available to common stockholders | [removed: $] [added: ] | [removed: 1.21] [added: $] | [added: 2.37] | [added: ] | $ | [removed: 0.99 |] [added: 1.21] | [added: ] | $ | [removed: 2.21 |] [added: 0.99] | [added: ] | $ | [removed: 1.57 |] [added: 2.21] | [added: ] | $ | [removed: 1.00 |] [added: 1.57] |
| Diluted income per share available to common stockholders | [removed: $] [added: ] | [removed: 1.21] [added: $] | [added: 2.35] | [added: ] | $ | [removed: 0.99 |] [added: 1.21] | [added: ] | $ | [removed: 2.20 |] [added: 0.99] | [added: ] | $ | [removed: 1.56 |] [added: 2.20] | [added: ] | $ | [removed: 0.99 |] [added: 1.56] |
| Cash dividend per common share | [removed: $] [added: ] | [removed: 4.04] [added: $] | [added: 4.32] | [added: ] | $ | [removed: 3.72 |] [added: 4.04] | [added: ] | $ | [removed: 3.52 |] [added: 3.72] | [added: ] | $ | [removed: 3.40 |] [added: 3.52] | [added: ] | $ | [removed: 3.32 |] [added: 3.40] |
| Weighted average common shares outstanding: | [removed: | | | |] [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | | [added: ] | | |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| Property taxes and insurance | | | 172,183 | | | 140,918 | | | 134,995 | | | 111,989 | | | 101,397 |
| Gain on deconsolidation, net | | | 67,497 | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Year Ended December 31, | | | | | | | | | | | | | |
| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
[Index to Financial Statements](#INDEX_423931)
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Year Ended December 31, | | | | | | | | | | | | | |
| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | | | | | | | | | |
| Statement of Operations Data: | | | | | | | | | | | | | | | |
| Operating Revenues: | | | | | | | | | | | | | | | |
| Rental and other services | | $ | 3,196,356 | | $ | 2,412,076 | | $ | 2,010,301 | | $ | 1,746,828 | | $ | 1,395,745 |
| Tenant reimbursements | | | — | | | 624,637 | | | 440,224 | | | 355,903 | | | 359,875 |
| Fee income and other | | | 12,885 | | | 9,765 | | | 7,403 | | | 39,482 | | | 7,716 |
| Total operating revenues | | | 3,209,241 | | | 3,046,478 | | | 2,457,928 | | | 2,142,213 | | | 1,763,336 |
| Operating Expenses: | | | | | | | | | | | | | | | |
| Rental property operating and maintenance | | | 1,020,578 | | | 957,065 | | | 759,616 | | | 660,177 | | | 549,885 |
| Property taxes and insurance | | | 172,183 | | | 140,918 | | | 134,995 | | | 111,989 | | | 101,397 |
| Change in fair value of contingent consideration | | | — | | | — | | | — | | | — | | | (44,276) |
| Depreciation and amortization | | | 1,163,774 | | | 1,186,896 | | | 842,464 | | | 699,324 | | | 570,527 |
| General and administrative | | | 211,097 | | | 163,667 | | | 161,441 | | | 152,733 | | | 105,549 |
| Transaction and integration expenses | | | 27,925 | | | 45,327 | | | 76,048 | | | 20,491 | | | 17,400 |
| Impairment on investments in real estate | | | 5,351 | | | — | | | 28,992 | | | — | | | — |
| Other | | | 14,118 | | | 2,818 | | | 3,077 | | | 213 | | | 60,943 |
| Total operating expenses | | | 2,615,026 | | | 2,496,691 | | | 2,006,633 | | | 1,644,927 | | | 1,361,425 |
| Operating income | | | 594,215 | | | 549,787 | | | 451,295 | | | 497,286 | | | 401,911 |
| Other Income (Expenses): | | | | | | | | | | | | | | | |
| Equity in earnings of unconsolidated joint ventures | | | 8,067 | | | 32,979 | | | 25,516 | | | 17,104 | | | 15,491 |
| Gain on deconsolidation, net | | | 67,497 | | | — | | | — | | | — | | | — |
| Gain on disposition of properties, net | | | 267,651 | | | 80,049 | | | 40,354 | | | 169,902 | | | 94,604 |
| Interest and other income (expense) | | | 66,000 | | | 3,481 | | | 3,655 | | | (4,564) | | | (2,381) |
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Property taxes | 129,516 | | | | 124,014 | | | | 102,497 | | | | 92,588 | | | | 91,538 | | |
| Insurance | 11,402 | | | | 10,981 | | | | 9,492 | | | | 8,809 | | | | 8,643 | | |
| Gain on contribution of investment properties to unconsolidated joint ventures | — | | | | — | | | | — | | | | — | | | | 95,404 | | |
| Gain on sale of equity investment | — | | | | — | | | | — | | | | — | | | | 14,551 | | |
| | (Amounts in thousands, except unit and per unit data) | | | | | | | | | | | | | | | | | | |
| General and administrative | 160,364 | | | | 156,710 | | | | 152,733 | | | | 105,549 | | | | 93,188 | | |
| Per Unit Data: | | | | | | | | | | | | | | | | | | | |
| Redeemable limited partner common units | 15,832 | | | | 53,902 | | | | — | | | | — | | | | — | | |
An excerpt. Shown here: 40 of 81 rewritten, 40 of 64 added and all 10 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2019 filing and the FY2018 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,182 rewritten, 1,539 added, 466 removed, 617 unchanged
| [added: ] | [removed: Page No.] | [added: Page No.] | [added: |]
| [Management’s Reports on Internal Control over Financial [removed: Reporting](#s18B864E6B79A5E50AA8A60D4BD78650C)] [added: Reporting](#ManagementsReportonInternalControloverFi)] | [removed: [90](#s18B864E6B79A5E50AA8A60D4BD78650C)] [added: ] | [added: 100] | [added: |]
| [Reports of Independent Registered Public Accounting [removed: Firm](#sAD6084EA561D5D1789E834CFFDF36AD9)] [added: Firm](#ReportofIndependentRegisteredPublicAccou)] | [removed: [92](#sAD6084EA561D5D1789E834CFFDF36AD9)] [added: ] | [added: 101] | [added: |]
| [removed: Consolidated] [added: Consolidated] Financial Statements of Digital Realty Trust, [removed: Inc.] [added: Inc.] | [added: ] | [added: ] | [added: |]
| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s2A5629C1D2BB50E69069934D9CF6A974)] [added: 2018](#CONSOLIDATEDBALANCESHEETS_384428)] | [removed: [96](#s2A5629C1D2BB50E69069934D9CF6A974)] [added: ] | [added: 105] | [added: |]
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 2018](#s7A656DE30E19599589B1137D92038CEC)] [added: 2019](#CONSOLIDATEDINCOMESTATEMENTS_453902)] | [removed: [98](#s7A656DE30E19599589B1137D92038CEC)] [added: ] | [added: 107] | [added: |]
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2018](#s24A55890B316567BB0944D8839CE5765)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | [removed: [99](#s24A55890B316567BB0944D8839CE5765)] [added: ] | [added: 108] | [added: |]
| [Consolidated Statements of Equity for each of the years in the three-year period ended December 31, [removed: 2018](#s6744B49A95215831A06C5DAF876B4C1F)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFEQUITY_512392)] | [removed: [100](#s6744B49A95215831A06C5DAF876B4C1F)] [added: ] | [added: 109] | [added: |]
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2018](#s416B1D516ADC5889B04E4462C29FC717)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_395773)] | [removed: [103](#s416B1D516ADC5889B04E4462C29FC717)] [added: ] | [added: 112] | [added: |]
| [removed: Consolidated] [added: Consolidated] Financial Statements of Digital Realty Trust, [removed: L.P.] [added: L.P.] | [added: ] | [added: ] | [added: |]
| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#sDC20B198530E51CB8E11F587C86A1C62)] [added: 2018](#CONSOLIDATEDBALANCESHEETS_541482)] | [removed: [107](#sDC20B198530E51CB8E11F587C86A1C62)] [added: ] | [added: 116] | [added: |]
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 2018](#sD1DBE3FB9CAE573FBE60EA3AD38C9FBF)] [added: 2019](#CONSOLIDATEDINCOMESTATEMENTS_567443)] | [removed: [109](#sD1DBE3FB9CAE573FBE60EA3AD38C9FBF)] [added: ] | [added: 118] | [added: |]
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2018](#s09AF0C4710115F3BB3FF37A57D5D5F84)] [added: 2019](#STATEMENTSOFCOMPREHENSIVEINCOME_895031)] | [removed: [110](#s09AF0C4710115F3BB3FF37A57D5D5F84)] [added: ] | [added: 119] | [added: |]
| [Consolidated Statements of Capital for each of the years in the three-year period ended December 31, [removed: 2018](#s37D3A731976A5B568F1927DA28892870)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFCAPITAL_786500)] | [removed: [111](#s37D3A731976A5B568F1927DA28892870)] [added: ] | [added: 120] | [added: |]
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2018](#s1A654970B7DB593A881210A2FECE16B0)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_542655)] | [removed: [114](#s1A654970B7DB593A881210A2FECE16B0)] [added: ] | [added: 123] | [added: |]
| [removed: Consolidated] [added: Consolidated] Financial Statements of Digital Realty Trust, Inc. and Digital Realty Trust, [removed: L.P.] [added: L.P.] | [added: ] | [added: ] | [added: |]
[removed: | [Notes to Consolidated Financial Statements](#s3DA11E9D87285F55BBC5908756FF6DF4) | [118](#s3DA11E9D87285F55BBC5908756FF6DF4) | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-]
| [Supplemental Schedule—Schedule III—Properties and Accumulated [removed: Depreciation](#s763AA4F01A6754008A9C54DD4E42C879)] [added: Depreciation](#SCHDULE)] | [removed: [178](#s763AA4F01A6754008A9C54DD4E42C879)] [added: ] | [added: 189] | [added: |]
| [removed: Notes] [added: [Notes] to Schedule III—Properties and Accumulated [removed: Depreciation] [added: Depreciation](#a1TaxCost_702541)] | [removed: 178] [added: ] | [added: 195] | [added: |]
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]
In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in [removed: Internal] [added: _Internal] Control—Integrated Framework [removed: (2013).][added: (2013)_.]
Based on our assessment, management concluded that as of December 31, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting was effective based on those criteria.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of our general partner, we assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]
Based on our assessment, management concluded that as of December 31, [removed: 2018,] [added: 2019,] the Operating Partnership’s internal control over financial reporting was effective based on those criteria.
[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries (the Company) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated income statements and consolidated statements of comprehensive income, equity, and cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule III, properties and accumulated [removed: depreciation,] [added: depreciation] (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the criteria established in [removed: Internal] [added: _Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated [removed: February 25, 2019] [added: March 2, 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[removed: Basis] [added: _Basis] for [removed: Opinion][added: Opinion_]
These consolidated financial statements are the responsibility of the [removed: Company’s] [added: Operating Partnership’s] management.
| [added: ] | | /s/ KPMG LLP |
| We have served as the Company’s auditor since 2004. | [added: ] | [added: ] |
| San Francisco, California | [added: ] | [added: ] |
| February [removed: 25,] [added: 21,] 2019 | [added: ] | [added: 23] | [added: % | 2.48 | % |]
We have audited Digital Realty Trust, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: _Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: _Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)] [added: (2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated income statements and [added: consolidated] statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement [removed: schedules] [added: schedule] III, properties and accumulated [removed: depreciation,] [added: depreciation] (collectively, the consolidated financial statements), and our report dated [removed: February 25, 2019] [added: March 2, 2020] expressed an unqualified opinion on those consolidated financial statements.
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: _Management’s] Report [removed: on] [added: of] Internal Control over Financial [removed: Reporting.][added: Reporting_.]
| | | | |
| [Notes to Consolidated Financial Statements](#a1OrganizationandDescriptionofBusiness_4) | | 127 | |
This report appears on page 102.
Management’s Report on Internal Control over Financial Reporting
In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in _Internal Control—Integrated Framework (2013)_.
[Index to Financial Statements](#INDEX_423931)
_Change in Accounting Principle_
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of ASU No. 2016-02 _Leases_ and related accounting standards updates (collectively Topic 842).
[Index to Financial Statements](#INDEX_423931)
_Critical Audit Matter_
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment.
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
_Evaluation of lease revenue_
As discussed in Note 2 to the consolidated financial statements, the Company records rental revenue on a straight-line basis if the Company determines it is probable substantially all lease payments over the term of the lease on a lease-by-lease basis will be collected.
Whenever the results of that assessment, events, or changes in circumstances indicate that it is not probable that the Company will be able to collect substantially all lease payments over the remaining term of the lease, the Company records a reduction to rental and other services revenue equal to the then-current combined balance of the deferred rent and amounts contractually due but unpaid for the lease (rent receivable), and ceases recognizing rental revenue on a straight-line basis and commences recognizing rental revenue on a cash basis.
Rental and other services revenue was $3.2 billion for the year ended December 31, 2019 and deferred rent and rent receivable, net was $478.7 million and $171.9 million, respectively, as of December 31, 2019.
We identified the evaluation of the probability of collection of lease payments as a critical audit matter.
Evaluating the Company’s probability assessment of collection of substantially all the lease payments for its leases required significant auditor judgment because of the subjective nature of the evidence obtained.
The key assumption used in the assessment includes the creditworthiness of the customer and any guarantors.
The primary procedures we performed to address this critical audit matter included the following.
We tested certain internal controls over the Company’s probability assessment of lease payment collection process, including the assessment of the key assumption above.
For a selection of the Company’s leases, we evaluated the Company’s determination of the collectability of substantially all of the lease payments.
To do this, we: (i) compared legal name of customer and any guarantor, to the underlying lease agreements and third-party credit rating report, (ii) evaluated the creditworthiness of the customer by assessing their credit rating, (iii) read publicly available information, including the customer’s financial statements, analyst reports, recent public filings and news articles to evaluate the Company’s collection probability assessment, and (iv) inquired of Company employees to obtain evidence regarding creditworthiness of the customers.
| . | | |
| | | |
| | | |
| March 2, 2020 | | |
[Index to Financial Statements](#INDEX_423931)
Report of Independent Registered Public Accounting Firm
_Basis for Opinion_
| | | |
| | | /s/ KPMG LLP |
| San Francisco, California | | |
| March 2, 2020 | | |
[Index to Financial Statements](#INDEX_423931)
Report of Independent Registered Public Accounting Firm
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
_Change in Accounting Principle_
| | | |
We acquired Ascenty on December 20, 2018.
We have excluded from our overall assessment of the Company's internal control over financial reporting as of December 31, 2018, internal control over financial reporting associated with Ascenty's total assets of $2.0 billion and total revenues of $3 million.
This report appears on pages 91 and 92.
We have excluded from our overall assessment of the Operating Partnership's internal control over financial reporting as of December 31, 2018, internal control over financial reporting associated with Ascenty's total assets of $2.0 billion and total revenues of $3 million.
The Company acquired Ascenty on December 20, 2018, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, Ascenty's internal control over financial reporting associated with total assets of approximately $2 billion and total revenues of $3 million included in the consolidated financial statements of the Company as of and for the year-ended December 31, 2018.
Our audit of internal control over financial reporting of the Company also excluded an evaluation of Ascenty's internal control over financial reporting.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Land | $ | 1,509,764 | | | $ | 1,136,341 | |
| Buildings and improvements | 16,745,210 | | | | 15,215,405 | | |
| Total investments in properties | 18,839,885 | | | | 16,915,936 | | |
| Restricted cash | 8,522 | | | | 13,130 | | |
| Other assets | 176,717 | | | | 131,291 | | |
| Unsecured term loan | 1,178,904 | | | | 1,420,333 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Property taxes | 129,516 | | | | 124,014 | | | | 102,497 | | |
| Insurance | 11,402 | | | | 10,981 | | | | 9,492 | | |
| Gain on sale of properties | 80,049 | | | | 40,354 | | | | 169,902 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Redeemable Noncontrolling Interests — Operating Partnership | | | | Preferred Stock | | | | Number of Common Shares | | | Common Stock | | | | Additional Paid-in Capital | | | | Accumulated Dividends in Excess of Earnings | | | | Accumulated Other Comprehensive Income (Loss), net | | | | Total Stockholders’ Equity | | | | Noncontrolling Interests in Operating Partnership | | | | Noncontrolling Interests in Consolidated Joint Ventures | | | | Total Noncontrolling Interests | | | | Total Equity | | |
| Balance as of December 31, 2015 | $ | — | | | $ | 1,290,135 | | | 146,384,247 | | | $ | 1,456 | | | $ | 4,655,220 | | | $ | (1,350,089 | ) | | $ | (96,590 | ) | | $ | 4,500,132 | | | $ | 29,612 | | | $ | 6,758 | | | $ | 36,370 | | | $ | 4,536,502 | |
| Conversion of common units to common stock | — | | | | — | | | | 430,493 | | | 5 | | | | 5,237 | | | | — | | | | — | | | | 5,242 | | | | (5,242 | | ) | | — | | | | (5,242 | | ) | | — | | |
| Issuance of common stock in exchange for cash, net of offering costs | — | | | | — | | | | 12,000,000 | | | 120 | | | | 1,085,324 | | | | — | | | | — | | | | 1,085,444 | | | | — | | | | — | | | | — | | | | 1,085,444 | | |
| Redemption of series E preferred stock | — | | | | (277,172 | | ) | | — | | | — | | | | — | | | | (10,328 | | ) | | — | | | | (287,500 | | ) | | — | | | | — | | | | — | | | | (287,500 | | ) |
| Net income | — | | | | — | | | | — | | | — | | | | — | | | | 426,187 | | | | — | | | | 426,187 | | | | 5,298 | | | | 367 | | | | 5,665 | | | | 431,852 | | |
| Dividends and distributions on common stock and common and incentive units | — | | | | — | | | | — | | | — | | | | — | | | | (681,280 | | ) | | — | | | | (681,280 | | ) | | (20,694 | | ) | | — | | | | (20,694 | | ) | | (701,974 | | ) |
| Gain on sale of properties | (80,049 | | ) | | (40,354 | | ) | | (169,902 | | ) |
| Gain on lease termination | — | | | | — | | | | (29,205 | | ) |
| Earnout payments related to acquisitions | — | | | | — | | | | (23,213 | | ) |
| Accrual of dividends and distributions | 217,241 | | | | 199,761 | | | | 144,194 | | |
| Accounts receivable | — | | | | — | | | | 8,537 | | |
| Goodwill | — | | | | — | | | | 448,123 | | |
| Capital lease obligations | — | | | | — | | | | (118,923 | | ) |
| Mortgage loans, including premiums | 685,714 | | | | 106,582 | | |
| Redeemable limited partner common units | 15,832 | | | | 53,902 | | |
| Gain on sale of property | 80,049 | | | | 40,354 | | | | 169,902 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 1,182 rewritten, 40 of 1,539 added and 40 of 466 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2019 filing and the FY2018 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 1 added, 1 removed, 14 unchanged
Our Management’s Reports on Internal Control over Financial Reporting for Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are included in Part II, Item 8, Financial Statements and Supplementary Data on [removed: pages 88 and 89.][added: page 99.]
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the Company carried out an evaluation, under the supervision and with participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of December 31, [removed: 2018.][added: 2019.]
There has not been any change in our internal control over financial reporting during the three months ended December 31, [removed: 2018,] [added: 2019,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the Operating Partnership carried out an evaluation, under the supervision and with participation of the chief executive officer and chief financial officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and [added: procedures that were in effect as of December 31, 2019.]
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
There has not been any change in our internal control over financial reporting during the three months ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
procedures that were in effect as of December 31, 2018.
Item 9B. OTHER INFORMATION
1 rewritten, 1 added, 7 removed, 1 unchanged
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
None.
Amendment to Bylaws - Proxy Access
On and effective as of February 22, 2019, the board of directors of Digital Realty Trust, Inc. adopted the Eighth Amended and Restated Bylaws (the “Amended Bylaws”) to, among other things, update Article II “Meetings of Stockholders” to implement proxy access.
Article II, Section 15 has been added to permit a stockholder or group of up to 20 stockholders owning at least 3% of the outstanding shares of the Company’s common stock for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to 20% of the board of directors elected by the holders of the Company’s common stock, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Amended Bylaws.
The foregoing summary is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.2 hereto and incorporated herein by reference.
Amendment to Corporate Governance Guidelines
Also on February 22, 2019, the Nominating and Corporate Governance Committee and the Board of Directors of Digital Realty Trust, Inc. amended the Company’s Corporate Governance Guidelines to clarify that the Nominating and Corporate Governance Committee shall ensure that it includes, and request that any search firm that it engages include, candidates with diversity of race, ethnicity and gender in the pool from which the Nominating and Corporate Governance Committee selects director candidates.
The Company’s Corporate Governance Guidelines are available on our website.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 2 unchanged
The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to our [removed: 2019] [added: 2020] Annual Meeting of Stockholders and is incorporated herein by reference.
We have furnished to the Securities and Exchange Commission as exhibits to this Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes Oxley Act.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our [removed: 2019] [added: 2020] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning the security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our [removed: 2019] [added: 2020] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our [removed: 2019] [added: 2020] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our [removed: 2019] [added: 2020] Annual Meeting of Stockholders and is incorporated herein by reference.
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
Item 15. EXHIBITS.
96 rewritten, 121 added, 10 removed, 12 unchanged
| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Description] [added: Description] |
| [removed: 3.1] [added: 10.24†] | [added: ] | [removed: [Articles of] [added: [Second] Amendment [removed: and Restatement of] [added: to] Digital Realty [removed: Trust, Inc., as amended] [added: Deferred Compensation Plan] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.3] to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November [removed: 9, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000155/ex31-articlesofamendmentan.htm)] [added: 6, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000129799615000092/ex10309302015.htm)] |
| 3.2 | [added: ] | [Eighth Amended and Restated Bylaws of Digital Realty Trust, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex302.htm)] [added: Inc. (incorporated by reference to Exhibit 3.2 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 25, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex302.htm)] |
| 3.3 | [added: ] | [Certificate of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 3.1 to Digital Realty Trust, L.P.’s General Form for Registration of Securities on Form 10 filed on June 25, 2010 (File No. 000-54023)).](http://www.sec.gov/Archives/edgar/data/1494877/000119312510147441/dex31.htm) |
| 3.4 | [added: ] | [removed: [Seventeenth] [added: [Nineteenth] Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 3.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: September 24, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518280457/d625056dex31.htm)] [added: October 10, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265840/d816342dex31.htm)] |
| 4.1 | [added: ] | [Specimen Certificate for Common Stock for Digital Realty Trust, Inc. (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) (File No. 001-32336) filed on October 26, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504177708/dex41.htm) |
| [removed: 4.2] [added: 4.25] | [added: ] | [removed: [Specimen] [added: [Form of Specimen] Certificate for Digital Realty Trust, Inc.’s [removed: 6.625%] [added: 5.850%] Series [removed: F] [added: K] Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to [removed: Digital Realty Trust Inc.’s] [added: the] Registration Statement on Form 8-A [added: of Digital Realty Trust, Inc.] (File No. 001-32336) filed on March [removed: 30, 2012).](http://www.sec.gov/Archives/edgar/data/1297996/000119312512143934/d327918dex41.htm)] [added: 12, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519072090/d721065dex41.htm)] |
| [removed: 4.3] [added: 4.2] | [added: ] | [Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on December 13, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504211864/dex102.htm) |
| [removed: 4.4] [added: 4.3] | [added: ] | [Indenture, dated as of [removed: January 28, 2010,] [added: March 8, 2011,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and [removed: Wilmington] [added: Deutsche Bank] Trust [removed: FSB,] [added: Company Americas,] as [removed: trustee, including the form of 5.875% Notes due 2020] [added: trustee] (incorporated by reference to Exhibit 4.1 to [removed: Digital Realty Trust, Inc.’s] [added: the Combined] Current Report on Form 8-K [added: of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.] (File [removed: No. 001-32336)] [added: Nos. 001-32336 and 000-54023)] filed on [removed: January 29, 2010).](http://www.sec.gov/Archives/edgar/data/1297996/000119312510017198/dex41.htm)] [added: March 8, 2011).](http://www.sec.gov/Archives/edgar/data/1297996/000119312511059367/dex41.htm)] |
| [removed: 4.5] [added: 4.4] | [added: ] | [Indenture, dated as of [removed: March 8, 2011,] [added: September 24, 2012,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and [removed: Deutsche Bank Trust Company Americas,] [added: Wells Fargo Bank, National Association,] as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: March 8, 2011).](http://www.sec.gov/Archives/edgar/data/1297996/000119312511059367/dex41.htm)] [added: September 24, 2012).](http://www.sec.gov/Archives/edgar/data/1297996/000119312512401715/d415285dex41.htm)] |
| [removed: 4.6] [added: 4.5] | [added: ] | [Supplemental Indenture No. 1, dated as of [removed: March 8, 2011,] [added: September 24, 2012,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and [removed: Deutsche Bank Trust Company Americas,] [added: Wells Fargo Bank, National Association,] as trustee, including the form of [removed: 5.250%] [added: 3.625%] Notes due [removed: 2021] [added: 2022] and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: March 8, 2011).](http://www.sec.gov/Archives/edgar/data/1297996/000119312511059367/dex42.htm)] [added: September 24, 2012).](http://www.sec.gov/Archives/edgar/data/1297996/000119312512401715/d415285dex42.htm)] |
| [removed: 4.7] [added: 4.9] | [added: ] | [Indenture, dated as of [removed: September 24, 2012,] [added: June 23, 2015,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: September 24, 2012).](http://www.sec.gov/Archives/edgar/data/1297996/000119312512401715/d415285dex41.htm)] [added: June 23, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515232004/d946856dex41.htm)] |
| [removed: 4.8] [added: 4.10] | [added: ] | [Supplemental Indenture No. 1, dated as of [removed: September 24, 2012,] [added: June 23, 2015,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 3.625%] [added: 3.950%] Notes due 2022 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: September 24, 2012).](http://www.sec.gov/Archives/edgar/data/1297996/000119312512401715/d415285dex42.htm)] [added: June 23, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515232004/d946856dex42.htm)] |
| [removed: 4.9] [added: 4.6] | [added: ] | [Indenture, dated as of January 18, 2013, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.250% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on January 25, 2013).](http://www.sec.gov/Archives/edgar/data/1297996/000119312513024223/d470403dex41.htm) |
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
| [removed: 4.10] [added: 4.7] | [added: ] | [Specimen Certificate for Digital Realty Trust, Inc.’s 5.875% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A (File No. 001-32336) filed on April 4, 2013).](http://www.sec.gov/Archives/edgar/data/1297996/000119312513141301/d518592dex41.htm) |
| 4.11 | [added: ] | [Specimen Certificate for Digital Realty Trust, Inc.’s [removed: 7.375%] [added: 6.350%] Series [removed: H] [added: I] Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A (File No. 001-32336) filed on [removed: March] [added: August] 21, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514110579/d698100dex41.htm)] [added: 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515299081/d81584dex41.htm)] |
| [removed: 4.12] [added: 4.8] | [added: ] | [Indenture, dated as of April 1, 2014, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.750% Guaranteed Notes due 2023 (incorporated by reference to Exhibit 4.1 to the Combined Current Report of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. on Form 8-K (File Nos. 001-32336 and 000-54023) filed on April 1, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514126283/d704944dex41.htm) |
| [removed: 4.13] [added: 4.12] | [added: ] | [Indenture, dated as of [removed: June 23,] [added: October 1,] 2015, among Digital [removed: Realty Trust, L.P.,] [added: Delta Holdings, LLC] as issuer, Digital Realty Trust, [removed: Inc.,] [added: Inc. and Digital Realty Trust, L.P.,] as [removed: guarantor,] [added: guarantors,] and Wells Fargo Bank, National Association, as [removed: trustee] [added: trustee, including the form of the Notes and the guarantees] (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: June 23, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515232004/d946856dex41.htm)] [added: October 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515335656/d13464dex41.htm)] |
| [removed: 4.14] [added: 4.26] | [added: ] | [Supplemental Indenture No. [removed: 1,] [added: 4,] dated as of June [removed: 23, 2015,] [added: 14, 2019,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of [removed: 3.950%] [added: 3.600%] Notes due [removed: 2022] [added: 2029] and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on June [removed: 23, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515232004/d946856dex42.htm)] [added: 14, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519173689/d764945dex42.htm)] |
| [removed: 4.15] [added: 4.21] | [added: ] | [Specimen Certificate for Digital Realty Trust, Inc.’s [removed: 6.350%] [added: 5.250%] Series [removed: I] [added: J] Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to [removed: Digital Realty Trust, Inc.’s] [added: the] Registration Statement on Form 8-A [added: of Digital Realty Trust, Inc.] (File No. 001-32336) filed on August [removed: 21, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515299081/d81584dex41.htm)] [added: 4, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517248824/d425847dex41.htm)] |
| [removed: 4.16] [added: 4.22] | [added: ] | [removed: [Indenture,] [added: [Supplemental Indenture No. 3,] dated as of [removed: October 1, 2015,] [added: June 21, 2018,] among Digital [removed: Delta Holdings, LLC as issuer, Digital] Realty Trust, [removed: Inc. and] [added: L.P., as issuer,] Digital Realty Trust, [removed: L.P.,] [added: Inc.,] as [removed: guarantors,] [added: guarantor,] and Wells Fargo Bank, National Association, as trustee, including the form of [removed: the] [added: 4.450%] Notes [added: due 2028] and the guarantees (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Combined Current Report on Form 8-K of Digital Realty Trust, [removed: Inc. and Digital Realty Trust,] L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: October 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515335656/d13464dex41.htm)] [added: June 21, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518199589/d603959dex42.htm)] |
| [removed: 4.17] [added: 4.13] | [added: ] | [Registration Rights Agreement, dated October 1, 2015, among Digital Delta Holdings, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on October 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515335656/d13464dex42.htm) |
| [removed: 4.18] [added: 4.14] | [added: ] | [Indenture, dated as of April 15, 2016, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 2.625% Guaranteed Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on April 19, 2016).](http://www.sec.gov/Archives/edgar/data/1297996/000129799616000160/exhibit41indenture.htm) |
| [removed: 4.19] [added: 4.27] | [added: ] | [Indenture, dated as of [removed: May 22, 2017,] [added: October 9, 2019,] among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the [removed: Floating Rate] [added: 1.125%] Guaranteed Notes due [removed: 2019] [added: 2028] (incorporated by reference to [added: Exhibit 4.1 to] the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: May 23, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000081/exhibit41dlr2017indenture.htm)] [added: October 9, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265150/d810248dex41.htm)] |
| [removed: 4.20] [added: 4.15] | [added: ] | [Supplemental Indenture No. 2, dated as of August 7, 2017, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 2.750% Notes due 2023, the form of 3.700% Notes due 2027 and the guarantees (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 9, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517251664/d437810dex42.htm) |
| [removed: 4.21] [added: 4.16] | [added: ] | [First Supplemental Indenture, dated as of September 14, 2017, among Digital Realty Trust, Inc., DuPont Fabros Technology, L.P., the guarantor parties thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on September 14, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1297996/000119312517285083/d399230dex41.htm).] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517285083/d399230dex41.htm)] |
| [removed: 4.22] [added: 4.17] | [added: ] | [Third Supplemental Indenture, dated as of September 14, 2017, among Digital Realty Trust, Inc., DuPont Fabros Technology, L.P., the guarantor parties thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on September 14, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517285083/d399230dex42.htm) |
| [removed: 4.23] [added: 4.18] | [added: ] | [Indenture, dated as of July 21, 2017, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 2.750% Guaranteed Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 21, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000093/ex4x1indenture2024notes.htm) |
| [removed: 4.24] [added: 4.19] | [added: ] | [Indenture, dated as of July 21, 2017, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 3.300% Guaranteed Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 21, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000093/ex4x2indenture2029notes.htm) |
| [removed: 4.25] [added: 4.20] | [added: ] | [Specimen Certificate for Digital Realty Trust, Inc.’s 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Digital Realty Trust, Inc. (File No. 001-32336) filed on September 13, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517283791/d458138dex41.htm) |
| [removed: 4.26] [added: 4.28] | [added: ] | [Specimen Certificate for Digital Realty Trust, Inc.’s [removed: 5.250%] [added: 5.200%] Series [removed: J] [added: L] Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Digital Realty Trust, Inc. (File No. 001-32336) filed on [removed: August 4, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517248824/d425847dex41.htm)] [added: October 9, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265151/d810964dex41.htm)] |
| [removed: 4.27] [added: 4.23] | [added: ] | [removed: [Supplemental Indenture No. 3,] [added: [Indenture,] dated as of [removed: June 21,] [added: October 17,] 2018, among Digital [added: Stout Holding, LLC, Digital] Realty Trust, [removed: L.P., as issuer,] [added: Inc.,] Digital Realty Trust, [removed: Inc.,] [added: L.P., Deutsche Trustee Company Limited,] as [removed: guarantor,] [added: trustee, Deutsche Bank AG, London Branch, as paying agent] and [removed: Wells Fargo Bank, National Association,] [added: a transfer agent, and Deutsche Bank Luxembourg S.A.,] as [removed: trustee,] [added: registrar and a transfer agent,] including the form of [removed: 4.450%] [added: the 3.750% Guaranteed] Notes due [removed: 2028 and the guarantees] [added: 2030] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Combined Current Report on Form 8-K of Digital Realty Trust, [added: Inc. and Digital Realty Trust,] L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: June 21, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518199589/d603959dex42.htm)] [added: October 18, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518302051/d635287dex41.htm)] |
| [removed: 4.28] [added: 4.24] | [added: ] | [Indenture, dated as of [removed: October 17, 2018,] [added: January 16, 2019,] among Digital [removed: Stout Holding,] [added: Euro Finco,] LLC, [added: as issuer,] Digital Realty Trust, [removed: Inc.,] [added: L.P. and] Digital Realty Trust, [removed: L.P.,] [added: Inc., as guarantors,] Deutsche Trustee Company Limited, as [added: the] trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer [removed: agent, including the form of the 3.750% Guaranteed Notes due 2030] [added: agent] (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: October 18, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518302051/d635287dex41.htm)] [added: January 16, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519010596/d667184dex41.htm)] |
| 10.1† | [added: ] | [Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 13, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504170454/dex104.htm) |
| 10.2 | [added: ] | [Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on September 17, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504157799/dex1012.htm) |
| 10.3† | [added: ] | [Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on December 13, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504211864/dex1044.htm) |
| 10.4† | [added: ] | [Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on December 13, 2004).](http://www.sec.gov/Archives/edgar/data/1297996/000119312504211864/dex1045.htm) |
| 10.5† | [added: ] | [Form of Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on August 9, 2007).](http://www.sec.gov/Archives/edgar/data/1297996/000119312507176068/dex101.htm) |
| 10.6† | [added: ] | [First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-32336) filed on March 30, 2007).](http://www.sec.gov/Archives/edgar/data/1297996/000119312507070523/ddef14a.htm) |
| | | |
| | | |
| 2.1 | | [Purchase Agreement, dated as of October 29, 2019, as it may be amended from time to time, by and among Digital Realty Trust, Inc., InterXion Holding N.V. and Digital Intrepid Holding B.V. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Digital Realty Trust, Inc. (File No. 001-32336) filed October 29, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519277934/d820178dex21.htm) |
| | | |
| 3.1 | | [Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended.](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/ex-3d1.htm) |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
[Index to Financial Statements](#INDEX_423931)
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
[Index to Financial Statements](#INDEX_423931)
| | | |
| | | |
| | | |
| | | |
| | | |
| 4.29 | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/ex-4d29.htm) |
| | | |
| 10.20† | | [Director Compensation Program.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1020.htm) |
| 10.21† | | [Profits Interest Unit Agreement - Directors.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1021.htm) |
| 10.31† | | [Executive Time-Based Profits Interest Unit Agreement.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1031.htm) |
| 10.32† | | [Management Election Program.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1032.htm) |
| 10.55# | | [Amended and Restated Term Loan Agreement, dated as of October 24, 2018, among Digital Realty Trust, L.P., and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, and Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the initial lenders named therein, as the initial lenders, Citibank, N.A., as administrative agent, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, Citibank, N.A., as administrative agent, with Bank of America, N.A. and JPMorgan Chase Bank, N.A. as syndication agents, (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, U.S. Bank National Association and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners for the 2023 Term Loan and (ii) Merrill Lynch, Pierce Fenner & Smith Incorporated, Citibank, N.A., JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC as joint lead arrangers and joint bookrunners for the 2024 Term Loan.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1055.htm) |
| 10.56# | | [Credit Agreement, dated as of October 24, 2018, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and additional guarantors named therein, the initial lenders and issuing banks named therein, Sumitomo Mutsui Banking Corporation, as administrative agent, with Sumitomo Mutsui Banking Corporation, MUFG Bank, LTD. and Mizuho Bank, LTD. , as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein.](https://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1056.htm) |
| | |
| --- | --- |
| # | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission |
An excerpt. Shown here: 40 of 96 rewritten, 40 of 121 added and all 10 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS. in the FY2019 filing and the FY2018 filing.
Item 16. FORM 10-K SUMMARY
29 rewritten, 80 added, 5 removed, 23 unchanged
[Index to Financial [removed: Statements](#s2B500944376E5624A4F2B8DC0C10B1C2)][added: Statements](#INDEX_423931)]
| [added: | |] DIGITAL REALTY TRUST, INC. | [removed: | |]
| [removed: By:] [added: ] | [added: By:] | /s/ A. WILLIAM STEIN |
| [added: ] | [added: ] | [removed: A.] [added: A.] William [removed: Stein Chief] [added: Stein Chief] Executive [removed: Officer] [added: Officer] |
| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |
| /S/ LAURENCE A. CHAPMAN | [added: ] | Chairman of the Board | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Laurence] [added: Laurence] A. [removed: Chapman] [added: Chapman] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ A. WILLIAM STEIN | [added: ] | Chief Executive Officer and Director (Principal Executive Officer) | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: A.] [added: A.] William [removed: Stein] [added: Stein] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ ANDREW P. POWER | [added: ] | Chief Financial Officer (Principal Financial Officer) | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Andrew] [added: Andrew] P. [removed: Power] [added: Power] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ EDWARD F. SHAM | [added: ] | Chief Accounting Officer (Principal Accounting Officer) | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Edward] [added: Edward] F. [removed: Sham] [added: Sham] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ MICHAEL A. COKE | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Michael] [added: Michael] A. [removed: Coke] [added: Coke] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ KEVIN J. KENNEDY | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Kevin] [added: Kevin] J. [removed: Kennedy] [added: Kennedy] | [added: ] | [added: ] | [added: ] | [added: ] |
| /S/ WILLIAM G. LAPERCH | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: William] [added: William] G. [removed: LaPerch] [added: LaPerch] | [added: ] | [added: ] | [added: ] | [added: ] |
| /s/ AFSHIN MOHEBBI | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Afshin Mohebbi] [added: Afshin Mohebbi] | [added: ] | [added: ] | [added: ] | [added: ] |
| /s/ MARK R. PATTERSON | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Mark] [added: Mark] R. [removed: Patterson] [added: Patterson] | [added: ] | [added: ] | [added: ] | [added: ] |
| /s/ MARY HOGAN PREUSSE | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Mary] [added: Mary] Hogan [removed: Preusse] [added: Preusse] | [added: ] | [added: ] | [added: ] | [added: ] |
| /s/ DENNIS E. SINGLETON | [added: ] | Director | [added: ] | [removed: February 25, 2019] [added: March 2, 2020] |
| [removed: Dennis] [added: Dennis] E. [removed: Singleton] [added: Singleton] | [added: ] | [added: ] | [added: ] | [added: ] |
| [added: |] DIGITAL REALTY TRUST, L.P. | | [removed: |]
| [removed: By:] [added: ] | [added: By:] | Digital Realty Trust, Inc., [removed: Its General Partner] |
| | | |
| | | |
| | | |
| | Date: | March 2, 2020 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| /S/ ALEXIS BLACK BJORLIN | | Director | | March 2, 2020 |
| Alexis Black Bjorlin | | | | |
| | | | | |
| | | | | |
| /S/ VeraLinn Jamieson | | Director | | March 2, 2020 |
| VeraLinn Jamieson | | | | |
[Index to Financial Statements](#INDEX_423931)
| | | | | |
| Signature | | Title | | Date |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
[Index to Financial Statements](#INDEX_423931)
| | | |
| | | |
| | Its | General Partner |
| | | |
| | By: | /s/ A. WILLIAM STEIN |
| | | A. William Stein Chief Executive Officer |
| | | |
| | Date: | March 2, 2020 |
| | | | | |
| Signature | | Title | | Date |
| | | | | |
| /S/ LAURENCE A. CHAPMAN | | Chairman of the Board | | March 2, 2020 |
| | | |
| Date: February 25, 2019 | | |
| | | | | |
| /s/ JOHN T. ROBERTS, JR. | | Director | | February 25, 2019 |
| John T. Roberts, Jr. | | | | |
An excerpt. Shown here: all 29 rewritten, 40 of 80 added and all 5 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2019 filing and the FY2018 filing.