Digital Realty Trust (DLR) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A65 rewritten50 added66 removed824 unchanged
All filing items1,412 rewritten1,014 added906 removed2,912 unchanged
Summary
counted, not written
- Item 1A lists 58 risk factor headings: 1 new, 0 reworded and 57 unchanged since FY2021. 3 headings from FY2021 no longer appear.
- Sentence by sentence, 1,014 added, 906 removed, 1,412 rewritten and 2,912 unchanged across 20 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (1)
- Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation.
Removed Item 1A headings (3)
- The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.
- Brazilian political and economic conditions could adversely affect our investment in the Ascenty joint venture.
- To maintain Digital Realty Trust, Inc.’s REIT status, we may be forced to borrow funds during unfavorable market conditions.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
65 rewritten, 50 added, 66 removed, 824 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
Please refer to the section entitled “Forward-Looking Statements” starting on page [removed: 45.][added: 48.]
In particular, the global spread of COVID-19 and the various attempts to contain it have created significant volatility, uncertainty and economic [removed: disruption.][added: disruption, including in construction activity.]
We have [removed: also] experienced delays in construction activity in [removed: a few of] our markets due to government restrictions in specific locations and as a result of [added: the] availability of [removed: labor] [added: labor,] and these delays [added: have impacted and] are [removed: impacting] [added: continuing to impact] some of our anticipated deliveries to our customers.
We may continue to experience delays in construction activity, even after [removed: these] [added: government] restrictions are eased [removed: or lifted,] [added: and construction labor becomes more readily available,] due to increased safety protocols implemented in response to the COVID-19 pandemic.
[removed: In addition, we] [added: We] cannot predict the [added: full extent of the] impact that [added: the] COVID-19 [added: pandemic] will have on our customers, suppliers and other business partners; however, any material effect on these parties could adversely impact [removed: us.][added: us, our future financial condition, results of operations and cash flows.]
[added: If] any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing.
We compete with numerous data center providers globally, many of whom own or operate properties similar to ours in some of the same metropolitan areas where our data centers are located, including Equinix, Inc. and NTT; [removed: Switch, Inc. and] various private operators in the U.S.; as well as Global Switch Holdings Limited and various regional operators in Europe, Asia, Latin [removed: America] [added: America, Africa] and Australia.
In addition, [removed: recently] many of our competitors have developed and continue to develop additional data center space.
Security breaches, or disruption, of our or our customers’ physical or information technology or operational technology infrastructure, networks and related management systems and controls could result in, among other things, unauthorized [added: access to our facilities, a breach of our and our customers’ networks and information technology infrastructure, the misappropriation of our or our customers’ or their customers’ proprietary or confidential information, interruptions or malfunctions in our or our customers’ operations, delays or interruptions to our ability to meet customer needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records or other disruptions in our operations.]
In certain instances, we provide digital infrastructure and platforms as a service to our customers, which increases the risk of loss of data, and [removed: we may expand] [added: have recently expanded] these aspects of our business.
As of December 31, [removed: 2021,] [added: 2022,] the 20 largest customers in our portfolio represented approximately [removed: 49.2%] [added: 50%] of the total annualized recurring revenue generated by our properties.
Our top three customers represented approximately [removed: 17.5%] [added: 17%] of the total annualized recurring revenue generated by our properties as of December 31, [removed: 2021.][added: 2022.]
In addition, [removed: 45] [added: 33] of our [removed: 287] [added: 316] data centers are occupied by single customers, including data centers occupied solely by our top three customers.
As of February [removed: 25, 2022,] [added: 21, 2023,] we had no material customers in bankruptcy.
At December 31, [removed: 2021,] [added: 2022,] we owned approximately [removed: 7.2] [added: 9.2] million square feet of space under active development and approximately [removed: 2.7] [added: 3.4] million square feet of space held for future development.
In addition, as of December 31, [removed: 2021,] [added: 2022,] customer agreements representing [removed: 23.8%] [added: 23.4%] 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: 2023,] [added: 2024,] and an additional [removed: 17.2%] [added: 16.0%] of the net rentable square footage, excluding space held for development, was available to be leased.
[added: Any such] material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations.
Our portfolio is located in [removed: 50] [added: 54] metropolitan areas.
As of December 31, [removed: 2021,] [added: 2022,] our portfolio, including the [removed: 50] [added: 59] data centers held as investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas:
| Metropolitan Area | | Total annualized [removed: rent (1)] [added: rent (1)] | |
| Northern Virginia | | [removed: 19.5] [added: 18.3] | % |
| New York | | [removed: 6.2] [added: 5.8] | % |
| Silicon Valley | [added: ] | [removed: 6.1] [added: 5.4] | % |
| Sao Paulo | | [removed: 4.1] [added: 4.2] | % |
| San Francisco | | [removed: 1.9] [added: 1.7] | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2021] [added: 2022] multiplied by 12. Includes consolidated portfolio and unconsolidated entities at the entities’ 100% ownership level. The aggregate amount of abatements for the year ended December 31, [removed: 2021] [added: 2022] was approximately [removed: $108.7] [added: $117.3] million. |
These leased buildings accounted for approximately [removed: 15%] [added: 16%] of our total revenue for the year ended December 31, [removed: 2021.][added: 2022.]
If renewal rates are less favorable than those we currently have, we may be required to increase revenues [added: within existing data centers to offset such increase in lease payments.]
Changes in the [added: timing or] costs of procuring materials and equipment used in our construction and development programs, including vendor costs, or changes in our relationships with vendors, could have an adverse effect on our results of operations.
We have proactively managed our supply chain, and we believe the equipment needed will be delivered to complete our [removed: 2022] [added: ongoing] development activities.
[added: Additionally, some of our customers have begun to operate their data centers] using a wider range of humidity levels and at temperatures that are higher than servers customarily have operated at in the past, all of which may result in energy cost savings for these customers.
We have also entered into power purchase agreements with contract terms ranging from [removed: 10-15] [added: 5-15] years.
We have obtained the right to use network resources owned by other companies, including rights to use dark fiber, in order to attract telecommunications [added: carriers and customers to our portfolio.]
Our portfolio included [removed: 160] [added: 184] data centers, including [removed: 35] [added: 44] held in unconsolidated entities, located outside of the United States as of December 31, [removed: 2021.][added: 2022.]
| | ● | [added: geographic,] political and economic instability, including sovereign credit [removed: risk,] [added: risk and rapid and unpredictable changes] in [added: economic policy and regulatory environments, in] certain geographic [removed: regions;] [added: regions] and [added: emerging markets; and] |
[removed: Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between] [added: With respect to] the United [removed: Kingdom and] [added: Kingdom’s withdrawal from] the European [removed: Union as both parties continue to work on the rules for implementation,] [added: Union,] significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.
Our ability to realize the anticipated benefits of [removed: the] [added: our combination with] Interxion [removed: Combination] in March 2020 and other acquisitions depends, to a large extent, on our ability to integrate each of them with our business.
At December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 7.2] [added: 9.2] million square feet of space under active development and approximately [removed: 2.7] [added: 3.4] million square feet of space held for future development.
Our total consolidated indebtedness at December 31, [removed: 2021] [added: 2022] was approximately [removed: $13.4] [added: $16.7] billion, and we may incur significant additional debt to finance future acquisition, investment and development activities.
As of December 31, [removed: 2021,] [added: 2022,] we have a [removed: $3.0] [added: $3.75] billion global revolving credit facility.
| | ● | Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. |
| | ● | The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty Trust, Inc.’s common stock. |
| | | December 31, 2022 | |
| Chicago | | 8.4 | % |
| London | | 5.9 | % |
| Frankfurt | | 5.4 | % |
| Dallas | | 5.4 | % |
| Singapore | | 5.2 | % |
| Amsterdam | | 3.8 | % |
| Johannesburg | | 2.5 | % |
| Phoenix | | 1.8 | % |
| Portland | | 1.7 | % |
| Other | | 22.3 | % |
In addition, the ongoing military conflict between Russia and Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cyber security incidents as well as supply chain disruptions.
In particular, disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business.
Additional potential sanctions and penalties have also been proposed and/or threatened.
Some of our data centers in Europe partially rely on energy produced in-part from fossil fuels originating from Russia, which Russia has reduced.
If Russia further reduces or turns off energy supplies to Europe, our European operations could be affected adversely.
| | ● | unexpected changes in political environments, such as the United Kingdom’s withdrawal from the European Union; |
The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable.
Certain regions, including Latin America, Asia, Eastern Europe, the Middle East and Africa, have in the past and may continue to be more economically and politically volatile and, as a result, operations in these regions could be subject to heightened risk of disruption, which could have a material adverse effect on our overall results of operations.
Many of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation.
Over the past year, the consumer price index has increased substantially year over year.
Federal policies to stimulate the economy during the pandemic and more recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index.
A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs and maintenance, utilities, security and insurance.
With regard to utilities expense, which is our largest expense category, the vast majority of the expense is passed directly through to our customers which significantly mitigates our exposure to increases in power costs.
For our other operating expenses, we expect to recover some increases from our customers through our existing lease structures, annual rent escalations or from the resetting of rents from our renewal and re-leasing activities.
As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash flows at the property level.
However, there can be no assurance that the impact of inflation will be adequately offset by some of our annual rent escalations contained in our leases, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of higher operating expenses resulting from inflationary pressure.
As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our customer contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.
Our general and administrative expenses consist primarily of compensation costs and professional service fees.
Rising inflation rates may require us to provide compensation increases beyond historical annual increases, which may unexpectedly or significantly increase our compensation costs.
Similarly, professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services.
Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development projects, including, but not limited to, costs of construction equipment and materials, labor and services from third-party contractors and suppliers.
We rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor and services for our construction projects.
Certain increases in the costs of construction equipment and materials can often be managed in our development projects through either general budget contingencies built into our overall construction cost estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors.
However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all.
Higher construction costs could adversely impact our investments in real estate assets and expected yields on our development projects, which may adversely impact our returns on our investments.
As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
| | ● | The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business. |
| | ● | Brazilian political and economic conditions could adversely affect our investment in the Ascenty joint venture. |
| | ● | Discontinuation, reform or replacement of the London Interbank Offered Rate (LIBOR) and other benchmark rates, or uncertainty related to the potential for any of the foregoing, may adversely affect our business. |
| | ● | To maintain Digital Realty Trust, Inc.’s REIT status, we may be forced to borrow funds during unfavorable market conditions. |
As with COVID-19, we may institute policies requiring employees to work remotely in certain cases and such policies may remain in place for an indeterminate amount of time or may be made mandatory by relevant government authorities.
There can be no assurance that remote working arrangements will be as effective as an office environment.
Moreover, pandemics or outbreaks of an illness, disease or virus could disrupt our supply chain and development activities, which could impact our ability to meet delivery timelines, including delivery timelines to our customers, and lead to delays, potential penalties that we may be required to pay and potential terminations of agreements by our customers.
If any such delay or disruption were to occur, it could have a material adverse effect on our liquidity and financial condition.
In
addition, risks related to epidemics, pandemics or other outbreaks of an illness, disease or virus may adversely affect the economies in impacted countries, including in locations where we operate, and the global financial markets, including the global debt and equity capital markets, may experience significant volatility, potentially leading to an economic downturn that could adversely affect our and our customers’, suppliers’ and business partners’ respective businesses, financial condition, liquidity, results of operations and prospects.
We have in the past and expect in the future to rely on the availability of debt and equity capital to grow our business; however, there can be no assurance that such capital will be available to us going forward on acceptable terms or at all.
The ultimate extent of the impact of any epidemic, pandemic or other outbreak of an illness, disease or virus on our business, financial condition, liquidity, results of operations and prospects will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemics, pandemics or other outbreaks of an illness, disease or virus and actions taken to contain or prevent their further spread, among others.
These and other potential impacts of epidemics, pandemics or other outbreaks of an illness, disease or virus could therefore materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.
The global impact of the outbreak has been rapidly evolving and federal and local governments, including in locations where we operate, have responded by instituting quarantines, restrictions on travel, restrictions on the types of business that may continue to operate, and restrictions on various construction projects.
In response to government mandates, health care advisories and otherwise responding to employee and vendor concerns, we have altered certain aspects of our operations.
Our workforce, excluding our critical data center employees, is working from home, which may impact their productivity.
While we did not have any material adjustments to amounts as of and during the year ended December 31, 2021, circumstances related to the COVID-19 pandemic could potentially result in recording impairments, lease modifications and credit losses in future periods.
While we did not experience significant disruptions from the COVID-19 pandemic during the year ended December 31, 2021 nor as of the date of this report, we cannot predict what impact the COVID-19 pandemic may have on our future financial condition, results of operations and cash flows due to numerous uncertainties.
Furthermore, we cannot predict whether additional restrictions will be implemented or how long they will be in effect.
Although some governments have begun to ease or lift these restrictions, the impacts from the severe disruptions caused by the effective shutdown of large segments of the global economy remain unknown.
If
access to our facilities, a breach of our and our customers’ networks and information technology infrastructure, the misappropriation of our or our customers’ or their customers’ proprietary or confidential information, interruptions or malfunctions in our or our customers’ operations, delays or interruptions to our ability to meet customer needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records or other disruptions in our operations.
Any such
| | | December 31, 2021 | |
| Chicago | | 9.0 | % |
| London | | 6.6 | % |
| Frankfurt | | 5.7 | % |
| Dallas | | 5.5 | % |
| Amsterdam | | 4.2 | % |
| Singapore | | 4.0 | % |
| Phoenix | | 2.0 | % |
| Osaka | | 1.6 | % |
| Atlanta | | 1.5 | % |
| Other | | 19.9 | % |
within existing data centers to offset such increase in lease payments.
Additionally, some of our customers have begun to operate their data centers
carriers and customers to our portfolio.
The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.
We are a global company with worldwide operations, including material business operations in Europe.
Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union, and, on May 1, 2021, the European Union and United Kingdom entered into a new trade and cooperation agreement to govern certain aspects of their relationship following the United Kingdom’s withdrawal from the European Union.
An excerpt. Shown here: 40 of 65 rewritten, 40 of 50 added and 40 of 66 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
176 rewritten, 157 added, 122 removed, 317 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item [removed: 8 of this report and the matters described under Item 1A.][added: 8.]
A discussion regarding our financial condition and results of operations for [removed: 2021] [added: 2022] as compared to [removed: 2020] [added: 2021] is presented herein.
Information on [removed: 2019] [added: 2020] is presented in graphs and other tables only to show year-over-year trends in our results of operations and operating metrics.
Our financial condition for [removed: 2019] [added: 2020] and results of operations for [removed: 2019] [added: 2020] – and also [removed: 2019] [added: 2020] as compared to [removed: 2020] [added: 2021] – can be found under Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on form 10-K for the fiscal year ended [removed: 2020,] [added: 2021,] filed with the SEC on [removed: March 1, 2021.][added: February 25, 2022.]
| | (ii) | cash flow and returns to our stockholders and [removed: our Operating Partnership’s] [added: Digital Realty Trust, L.P.’s] unitholders through the payment of distributions; and |
[added: Our goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted EBITDA ratio of] 5.5x, [added: 2) a] fixed charge coverage of greater than three times, and [added: 3)] floating rate debt at less than 20% of total outstanding debt.
Summary of [removed: 2021] [added: 2022] Significant Activities
_We completed the following significant activities in [removed: 2021] [added: 2022] as described in the Notes to the Consolidated Financial Statements:_
| | ● | In January, we issued and sold [removed: €1.0 billion] [added: €750.0 million] aggregate principal amount of [removed: 0.625%] [added: 1.375%] Guaranteed Notes due [removed: 2031] [added: 2032] (the [removed: “2031] [added: “2032] Notes”). The [removed: 2031] [added: 2032] Notes are senior unsecured obligations of Digital Intrepid Holding B.V. [removed: (a wholly-owned subsidiary of the OP)] and are fully and unconditionally guaranteed by [removed: the Parent] [added: Digital Realty Trust, Inc.] and [removed: the OP.] [added: Digital Realty Trust, L.P.] Net proceeds from the offering were approximately [removed: €988.3] [added: €737.5] million (approximately [removed: $1,206.4] [added: $835.3] million based on the exchange rate on [removed: the issuance date of] January [removed: 12, 2021)] [added: 18, 2022)] after deducting managers’ discounts and estimated offering expenses. |
| | ● | In February, we redeemed [removed: €350] [added: $450.0] million of [removed: 2.750% notes] [added: 4.750% Notes] due [removed: in 2023.] [added: 2025.] As part of this redemption, we recorded a [removed: $17.5] [added: $51.1] million loss on extinguishment of debt. |
| [added: ] | [removed: ●] [added: ] | [removed: In December, we:] [added: December 31, 2022] | [added: |]
[removed: The majority] [added: Most] of our revenue consists of rental income generated by the data centers in our portfolio.
| | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | As of December 31, [removed: 2020] [added: 2021] | | | | | |
| Region | | Data Center Buildings | Net Rentable Square Feet (1) | Space Under Active Development (2) | Space Held for Development (3) | Occupancy | [removed: ] | | Data Center Buildings | Net Rentable Square Feet (1) | Space Under Active Development (2) | Space Held for Development (3) | Occupancy | [removed: ] |
| (2) | Space under active development includes current base building and data center projects in progress, and excludes space held for development. For additional information on the current and future investment for space under active development, see [removed: “—Liquidity] [added: “Liquidity] and Capital [removed: Resources of the Operating Partnership—Construction”.] [added: Resources—Operating Partnership—Development Projects”.] |
| (3) | Space held for development includes space held for future data center development, and excludes space under active development. For additional information on the current investment for space held for development, see [removed: “—Liquidity] [added: “Liquidity] and Capital [removed: Resources of the Operating Partnership—Construction”.] [added: Resources—Operating Partnership—Development Projects”.] |
As of December 31, [removed: 2021,] [added: 2022,] our average remaining lease term was approximately five years.
The subsequent table summarizes our leasing activity in the year ended December 31, [removed: 2021:][added: 2022 (square feet amount in thousands):]
| | | | | | | | | | | | | [added: |] TI’s/Lease | | | Weighted |
| | | | | | | | | | | | | [added: |] Commissions | | | Average Lease |
| | | Rentable | | Expiring | | | New | | | Rental Rate | [added: |] | Per Square | | | Terms |
| | | Square Feet (1) | | Rates (2) | | | Rates (2) | | | Changes | [added: |] | Foot | | | (years) |
| Leasing Activity (3)(4) | | | | | | | | | | | | | [added: ] | | | [added: |]
| Renewals Signed | | | | | | | | | | | | | [added: ] | | | [added: |]
| New Leases Signed (5) | | | | | | | | | | | | [added: ] | | | | [added: |]
| Leasing Activity Summary | | | | | | | | | | | | [added: ] | | | | [added: |]
| (2) | Rental rates represent average annual estimated base cash rent per rentable square foot – calculated for each contract based on total cash base rent divided by the total number of years in the contract (including any tenant concessions). All rates were calculated in the local currency of each contract and then converted to USD based on average exchange rates for the [removed: year] [added: period] presented. |
| (4) | Commencement dates for the leases signed range from [removed: 2021] [added: 2022] to [removed: 2022.] [added: 2023.] |
We continue to see strong demand in most of our key metropolitan areas for data center space and, subject to the supply of available data center space in these metropolitan areas, we expect average aggregate rental rates on [removed: re-leased or] renewed data center leases for [removed: 2022] [added: 2023] expirations to [removed: generally] be [removed: consistent] [added: positive as compared] with the rates currently being paid for the same space on a GAAP basis and on a cash basis.
Further, re-leased/renewed rental rates in a particular metropolitan area may not be consistent with rental rates across our portfolio as a whole and may fluctuate from one period to another due to a number of factors, including local economic conditions, local supply and demand for data center space, competition [added: from other data center developers or operators, the condition of the property and whether the property, or space within the property, has been developed.]
| [removed: ] [added: As of December 31, 2021] | [removed: ] [added: ] | [removed: December 31, 2021] [added: 17,095] | [added: ] | [added: 13,587 | | 30,682 |]
| Metropolitan Area | | [removed: total] [added: Total] annualized [removed: rent (1)] [added: rent (1)] | |
| Northern Virginia | | [removed: 19.5] [added: 18.3] | % |
| New York | | [removed: 6.2] [added: 5.8] | % |
| Silicon Valley | [added: ] | [removed: 6.1] [added: 5.4] | % |
| Sao Paulo | | [removed: 4.1] [added: 4.2] | % |
| San Francisco | | [removed: 1.9] [added: 1.7] | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of [removed: the end of the period presented,] [added: December 31, 2022] multiplied by 12. Includes consolidated portfolio and unconsolidated entities at the entities’ 100% ownership level. The aggregate amount of abatements for the year ended December 31, [removed: 2021] [added: 2022] was approximately [removed: $108.7] [added: $117.3] million. |
Equity in earnings of unconsolidated entities, [added: gain on disposition of properties,] interest expense, and income tax expense make up the majority of other income/(expense).
of this report and the matters described under Item 1A.
Fundamentally, we bring together foundational real estate and innovative technology expertise around the world to deliver a comprehensive, dedicated product suite to meet customers’ data and connectivity needs.
We represent an important part of the digital economy that we believe will benefit from powerful, long-term growth drivers.
| | ● | In March, we issued and sold CHF 100 million aggregate principal amount of 0.600% Guaranteed Notes due 2023 (the “2023 Notes”) and CHF 150 million aggregate principal amount of 1.700% Guaranteed Notes due 2027 (the “2027 Notes” and, together with the 2023 Notes, the “Swiss Franc Notes”). The Swiss Franc Notes are senior unsecured obligations of Digital Intrepid Holding B.V. and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. Net proceeds from the offering of the Swiss Franc Notes were approximately CHF 248.6 million (approximately $269.2 million based on the exchange rate on March 30, 2022) after deducting the managers’ commissions and certain offering expenses. |
| | ● | In June, we announced the formation of a joint venture with Mivne Real Estate (K.D.). The joint venture will operate under the brand name Digital Realty Mivne and will develop a multi-tenant data center campus in Israel. |
| | ● | In July, we partially settled the September 2021 forward sale agreements by issuing approximately 2.7 million shares, resulting in proceeds of approximately $400.0 million. |
| | ● | In August, we closed the acquisition of 61.1% indirect controlling interest in Teraco, a leading carrier-neutral colocation provider in South Africa, for total cash consideration of $1.7 billion in a transaction valuing Teraco at approximately $3.3 billion. |
| | ● | In August, we sold a non-core building in Dallas for net proceeds of $203 million resulting in a net gain on sale of $174 million. |
| | ● | In August, we entered into a term loan agreement, comprised of a €375.0 million three-year senior unsecured term loan facility and a €375.0 million five-year senior unsecured term loan facility. The term loans were funded in August (€500.0 million) and in September (€250.0 million). The interest rate for borrowings under the term loans is based on EURIBO, plus a margin based on the corporate credit rating of our long-term senior unsecured debt. |
| | ● | In September, we completed an underwritten public offering of $550.0 million aggregate principal amount of our Operating Partnership’s 5.550% Notes due 2028 (the “2028 Notes”). Our Operating Partnership’s obligations under the 2028 Notes are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Net proceeds from the offering of the 2028 Notes were approximately $544.5 million, after deducting the managers’ commissions and certain offering expenses. |
| | ● | In November, we physically settled the remaining portion of the September 2021 forward sale agreements in full by issuing an aggregate of approximately 3.6 million shares of our common stock, resulting in proceeds of approximately $539 million. |
| | ● | In December, we completed an underwritten public offering of an additional $350.0 million aggregate principal amount of the 2028 Notes. Net proceeds from the offering of the additional 2028 Notes were approximately $343.9 million, after deducting the managers’ commissions and certain offering expenses. |
| North America | | 119 | 21,894 | 3,165 | 1,110 | 86.28 | % | | 114 | 21,752 | 2,327 | 900 | 85.4 | % |
| Europe | | 114 | 7,936 | 4,265 | 226 | 79.28 | % | | 107 | 7,549 | 3,125 | 191 | 74.6 | % |
| Asia Pacific | | 12 | 1,653 | 421 | 88 | 75.94 | % | | 12 | 1,355 | 806 | — | 76.2 | % |
| Africa | | 12 | 1,184 | 495 | — | 70.19 | % | | 4 | 26 | 41 | — | 58.5 | % |
| Consolidated Portfolio | | 257 | 32,667 | 8,346 | 1,424 | 83.50 | % | | 237 | 30,682 | 6,299 | 1,091 | 82.5 | % |
| Managed Unconsolidated Portfolio | | 18 | 2,389 | — | — | 98.44 | % | | 16 | 2,384 | — | — | 95.2 | % |
| Non-Managed Unconsolidated Portfolio | | 41 | 3,100 | 526 | 1,915 | 87.05 | % | | 34 | 2,565 | 931 | 1,591 | 86.0 | % |
| Total Portfolio | | 316 | 38,156 | 8,872 | 3,339 | 84.72 | % | | 287 | 35,631 | 7,230 | 2,682 | 83.6 | % |
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 0 — 1 MW | | 1,714 | | $ | 272.49 | | $ | 282.19 | | 3.6 | % | | $ | — | | 1.7 |
| \> 1 MW | | 1,204 | | $ | 147.57 | | $ | 148.29 | | 0.5 | % | | $ | 17.68 | | 4.6 |
| Other (6) | | 811 | | $ | 38.03 | | $ | 45.54 | | 19.7 | % | | $ | 14.28 | | 10.6 |
| 0 — 1 MW | | 487 | | | — | | $ | 275.73 | | — | | | $ | 18.64 | | 3.7 |
| \> 1 MW | | 2,884 | | | — | | $ | 128.94 | | — | | | $ | 0.87 | | 8.7 |
| Other (6) | | 366 | | | — | | $ | 49.93 | | — | | | $ | 1.97 | | 8.5 |
| 0 — 1 MW | | 2,201 | | | | | $ | 280.76 | | | | | | | | |
| \> 1 MW | | 4,088 | | | | | $ | 134.64 | | | | | | | | |
| Other (6) | | 1,177 | | | | | $ | 46.90 | | | | | | | | |
| Chicago | | 8.4 | % |
| London | | 5.9 | % |
| Frankfurt | | 5.4 | % |
| Dallas | | 5.4 | % |
| Singapore | | 5.2 | % |
| Amsterdam | | 3.8 | % |
| Johannesburg | | 2.5 | % |
| Phoenix | | 1.8 | % |
| Portland | | 1.7 | % |
We focus exclusively on owning, acquiring, developing and operating data centers because we believe that the growth in data center demand and the technology-related real estate industry generally will continue to outpace the overall economy.
We target a debt-to-Adjusted EBITDA ratio at or less than
| | ● | In March, we sold a portfolio of 11 data centers in Europe to Ascendas Reit, a CapitaLand sponsored REIT, for total consideration of approximately $680.0 million. The total gain recorded as a result of this sale was approximately $332.0 million. |
| | ● | In May, we redeemed all of the Parent’s outstanding Series C cumulative redeemable perpetual preferred stock for $25.21 per share, or a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but not including the redemption date (the “Series C Preferred Share Redemption”). The transaction resulted in a gain on redemption of $18.0 million. This amount is reflected as gain on redemption of preferred stock which increased net income available to common stockholders. |
| | ● | In July, we issued and sold CHF 275 million aggregate principal amount of 0.20% guaranteed notes due 2026 and CHF 270 million aggregate principal amount of 0.55% guaranteed notes due 2029 (collectively referred to as, “the Swiss Franc Notes”). Net proceeds from the offering were approximately CHF 542.3 million (approximately $591 million based on the exchange rate on the issuance date of July 15, 2021). The net proceeds are intended to finance or refinance, in whole or in part, recently completed or future green building, energy and resource efficiency and renewable energy projects. |
| | ● | In August, an existing unconsolidated joint venture between the Company and PGIM Real Estate (the “PGIM Joint Venture”) completed the sale of a portfolio consisting of 10 data centers in North America for $581 million – which resulted in a gain on sale of assets for the joint venture. Our portion of the gain was $64 million and included as a component of Equity in Unconsolidated Entities in our consolidated income statements. In connection with completion of the sale, we also received a $19 million promote fee related to the partnership exceeding certain investor return thresholds over the life of the partnership. The amount received is included in fee income and other in our consolidated income statements. |
| | ● | In September, we completed an underwritten public offering of 6,250,000 shares of the Parent’s common stock, all of which were offered in connection with forward sale agreements we entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares of common stock in the public offering. We did not receive any proceeds from the sale of our common stock by the forward purchaser. We expect to receive net proceeds of approximately $1.0 billion (net of fees and estimated expenses) upon full physical settlement of the forward sale agreements (for which the timing is fully determined at our option and is expected to be no later than March 13, 2023). |
| | ● | In November, we refinanced our global revolving credit facility and Yen revolving credit facility (collectively referred to as the “global revolving credit facilities”). The global revolving credit facilities provide for borrowings of up to $3.3 billion (including approximately $0.3 billion available to be drawn on the Yen revolving credit facility). The global revolving credit facility provides for borrowings in a variety of currencies and can be increased by an additional $1.5 billion, subject to receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2026, with two six-month extension options available. These facilities also feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual performance targets, further demonstrating the Company's continued leadership and commitment to sustainable business practices. |
| | o | completed the listing of Digital Core REIT as a standalone Singapore real estate investment trust publicly traded on the Singapore Exchange. Digital Core REIT and its subsidiaries are hereafter referred to as the “SREIT”. In connection with the listing, we contributed a portfolio of 10 operating data center properties valued at $1.4 billion to the SREIT in exchange for $919 million cash and an initial retained investment of approximately 39.4% in Digital Core REIT as well as a 10% direct interest in the underlying operating properties of the SREIT. As part of this transaction, we recognized a gain on sale of assets of approximately $1.0 billion; and |
| | o | entered into a definitive agreement to acquire approximately 55% of the total equity interests in Teraco, Africa’s leading carrier-neutral colocation provider. The remaining 45% will be held by a consortium of existing investors. The transaction values Teraco at approximately $3.5 billion. Close of the transaction is dependent upon customary closing conditions. |
| | | | | | | | | | | | | | | |
| North America | | 114 | 21,751,638 | 2,327,121 | 900,357 | 85.4 | % | | 125 | 22,767,431 | 2,021,891 | 960,161 | 87.0 | % |
| Europe | | 107 | 7,549,209 | 3,125,451 | 191,094 | 74.6 | % | | 107 | 7,654,259 | 1,516,192 | 256,398 | 78.7 | % |
| Asia Pacific | | 12 | 1,355,243 | 806,252 | — | 76.2 | % | | 13 | 913,905 | 1,330,123 | 284,751 | 89.0 | % |
| Africa | | 4 | 25,825 | 40,965 | — | 58.5 | % | | 3 | 25,300 | 37,025 | — | 48.3 | % |
| Consolidated Portfolio | | 237 | 30,681,914 | 6,299,789 | 1,091,451 | 82.5 | % | | 248 | 31,360,895 | 4,905,231 | 1,501,310 | 85.2 | % |
| Managed Unconsolidated Portfolio | | 16 | 2,383,729 | — | — | 95.2 | % | | 16 | 2,191,236 | — | — | 96.4 | % |
| Non-Managed Unconsolidated Portfolio | | 34 | 2,565,185 | 930,670 | 1,591,004 | 86.0 | % | | 27 | 2,324,185 | 486,738 | 789,500 | 92.1 | % |
| Total Portfolio | | 287 | 35,630,828 | 7,230,460 | 2,682,456 | 83.6 | % | | 291 | 35,876,316 | 5,391,969 | 2,290,810 | 86.3 | % |
| 0 — 1 MW | | 1,776,184 | | $ | 267.61 | | $ | 272.39 | | 1.8 | % | $ | 0.70 | | 1.7 |
| \> 1 MW | | 1,509,389 | | $ | 156.71 | | $ | 146.39 | | (6.6) | % | $ | 1.30 | | 4.3 |
| Other (6) | | 1,536,720 | | $ | 21.20 | | $ | 23.79 | | 12.3 | % | $ | 1.12 | | 3.9 |
| 0 — 1 MW | | 549,391 | | | — | | $ | 269.94 | | — | | $ | 15.38 | | 3.6 |
| \> 1 MW | | 2,180,268 | | | — | | $ | 134.79 | | — | | $ | 1.68 | | 8.1 |
| Other (6) | | 351,853 | | | — | | $ | 27.44 | | — | | $ | 0.27 | | 13.0 |
| 0 — 1 MW | | 2,325,575 | | | | | $ | 271.81 | | | | | | | |
| \> 1 MW | | 3,689,657 | | | | | $ | 139.54 | | | | | | | |
| Other (6) | | 1,888,573 | | | | | $ | 24.47 | | | | | | | |
from other data center developers or operators, the condition of the property and whether the property, or space within the property, has been developed.
| Chicago | | 9.0 | % |
| London | | 6.6 | % |
| Frankfurt | | 5.7 | % |
| Dallas | | 5.5 | % |
| Amsterdam | | 4.2 | % |
| Singapore | | 4.0 | % |
| Phoenix | | 2.0 | % |
| Osaka | | 1.6 | % |
| Atlanta | | 1.5 | % |
| Other | | 19.9 | % |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 176 rewritten, 40 of 157 added and 40 of 122 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
15 rewritten, 0 added, 19 removed, 24 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
As of December 31, [removed: 2021,] [added: 2022,] our consolidated debt was as follows (in millions):
| Fixed rate debt | | $ | [removed: 12,797.8] [added: 13,363.8] | | $ | [removed: 13,383.5] [added: 9,292.0] |
| Variable rate debt subject to interest rate swaps | | | [removed: —] [added: 157.3] | | | [removed: —] [added: 157.3] |
| Total fixed rate debt (including interest rate swaps) | | | [removed: 12,797.8] [added: 13,521.1] | | | [removed: 13,383.5] [added: 9,449.3] |
| Variable rate debt | | | [removed: 764.4] [added: 3,202.8] | | | [removed: 764.4] [added: 3,202.8] |
| Total outstanding debt | | $ | [removed: 13,562.2] [added: 16,723.9] | | $ | [removed: 14,147.9] [added: 12,652.1] |
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: 2021:][added: 2022:]
| Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates | | $ | [removed: 0.0] [added: (0.2)] |
| Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates | | | [removed: (0.0)] [added: 0.2] |
| 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: 0.2] [added: 11.9] |
| 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: (0.2)] [added: (11.9)] |
| Increase in fair value of fixed rate debt following a 10% decrease in interest rates | | | [removed: 17.6] [added: 210.9] |
| Decrease in fair value of fixed rate debt following a 10% increase in interest rates | | | [removed: (24.5)] [added: (201.0)] |
Our primary currency exposures are to the Euro, Japanese yen, British pound [removed: sterling and] [added: sterling,] Singapore [removed: dollar.][added: dollar and South African rand.]
[removed: As a result of the Ascenty entity and deconsolidation of Ascenty, our] [added: 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 entity’s operations and financial position.
[Index to Financial Statements](#INDEX_423931)
[Index to Financial Statements](#INDEX_423931)
Interest rate derivatives and their fair values as of December 31, 2021 and December 31, 2020 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | Fair Value at Significant Other | | | | |
| Notional Amount | | | | | | | | | | | | | | Observable Inputs (Level 2) | | | | |
| As of | | | As of | | | | | | | | | | | As of | | | As of | |
| December 31, | | | December 31, | | | Type of | | Strike | | Effective | | Expiration | | December 31, | | | December 31, | |
| 2021 | | | 2020 | | | Derivative | | Rate | | Date | | Date | | 2021 | | | 2020 | |
| Currently-paying contracts | | | | | | | | | | | | | | | | | | |
| $ | — | | $ | 104,000 | (1) | Swap | | 1.435 | | Jan 15, 2016 | | Jan 15, 2023 | | $ | — | | $ | (2,773) |
| | — | | | 77,352 | (2) | Swap | | 0.779 | | Jan 15, 2016 | | Jan 15, 2021 | | | — | | | (9) |
| $ | — | | $ | 181,352 | | | | | | | | | | $ | — | | $ | (2,782) |
(1)Represents debt which bears interest based on one-month U.S. LIBOR.
(2)Represents debt which bears interest based on one-month CDOR.
Translation to U.S. dollars is based on exchange rates of $0.79 to 1.00 CAD as of December 31, 2020.
[Index to Financial Statements](#INDEX_423931)
Item 1. BUSINESS
88 rewritten, 56 added, 56 removed, 300 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
The Parent operates as a REIT for [added: U.S.] federal income tax purposes.
As of December 31, [removed: 2021,] [added: 2022,] our portfolio consisted of [removed: 287] [added: 316] data centers (including [removed: 50] [added: 59] data centers held as investments in unconsolidated entities), of which [removed: 127] [added: 132] are located in the United States, [removed: 107] [added: 114] are located in Europe, [removed: 27] [added: 34] are located in Latin America, [removed: 13] [added: 14] are located in [removed: Asia, six] [added: Africa, 13] are located in [removed: Australia, four] [added: Asia, six] are located in [removed: Africa] [added: Australia] and three are located in Canada.
We believe that enterprise decisionmakers will need to increasingly consider the impact of how Data Gravity impacts their enterprise IT architectures and, accordingly, we have developed the Data Gravity [removed: Index™:] [added: Index:] a global forecast that measures the intensity and gravitational force of enterprise data growth.
New technologies need a fast, reliable and flexible foundation to operate, and the importance of offering a full spectrum of power, space and connectivity solutions [added: on a global platform] continues to grow.
PlatformDIGITAL® combines our global presence with our Pervasive Data Center Architecture [removed: (PDx™)] [added: (PDx®)] solution methodology for scaling digital business and efficiently managing data gravity challenges.
Our global data center footprint gives customers access to the connected data communities that matter to them with [removed: 287] [added: over 300] facilities in [removed: nearly 50 metros] [added: 54 metropolitan areas] across [removed: 25] [added: 28] countries on six continents.
At December 31, [removed: 2021,] [added: 2022,] we owned or had investments in properties, on a wholly-owned basis or through unconsolidated entities, in the following geographies:
[removed: ][added: ]
Our portfolio [removed: contains] [added: contained] a total of approximately [removed: 45.5] [added: 50.8] million [added: rentable] square [removed: feet,] [added: feet] including approximately [removed: 7.2] [added: 9.2] million square feet of space under active development and [removed: approximately 2.7] [added: 3.4] million square feet of space held for [removed: future] development.
The [removed: 50] [added: 59] data centers held as investments in unconsolidated entities [removed: have] [added: had] an aggregate of approximately [removed: 35.6] [added: 38.2] million rentable square feet.
The [removed: 27] [added: 30] parcels of developable land we [removed: own comprise] [added: owned comprised] approximately [removed: 849] [added: 842] acres.
A significant component of our current and future growth is expected to be generated through the development of our existing space held for [added: future] development and acquisition of new properties.
As of December 31, [removed: 2021,] [added: 2022,] our portfolio, including the [removed: 50] [added: 59] data centers held as investments in unconsolidated [removed: entities and excluding space under active development and space held for future development,] [added: entities,] was approximately [removed: 83.6%] [added: 84.7%] leased.
From time to [removed: time] [added: time,] we may look to sell individual assets or portfolios [removed: of assets] that we do not consider to be core to our business and growth strategy.
Further, the network density, interconnection infrastructure and connectivity-centric customers in certain of our data centers [removed: has] [added: have] led to the organic formation of densely connected data communities that are difficult for competitors to replicate and deliver added value to our customers.
PlatformDIGITAL® Solution Model. The PlatformDIGITAL® solution model is based on our Pervasive Data Center Architecture [removed: (PDx™)] [added: (PDx®)] 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.
| [removed: Product] [added: Product Types] | | Description |
| [removed: Colocation (0] [added: 0] to 1 [removed: MW)] [added: MW (Colocation) ] | | Small (one cabinet) to medium (75 cabinets) deployments Provides agility to quickly deploy in days Contract length generally 2-5 years Consistent designs, operational environment, power expenses |
| [removed: Scale] [added: \> 1 MW (Scale] & Hyperscale Powered Base Building® Turn-Key [removed: Flex® (> 1 MW)] [added: Flex®)] | | Scale from medium to very large deployments Solution can be executed in weeks Contract length generally 5-10+ years Customized data center environment for specific deployment needs |
We believe our colocation and Turn-Key Flex® facilities are effective solutions for customers who may lack the bandwidth, capital budget, [removed: expertise,] [added: expertise] or desire to provide their own extensive data center infrastructure, [removed: management,] [added: management] and security.
We believe our offerings are also well-suited for those customers who seek to efficiently exchange data with others in our connected data [removed: communities,] [added: communities] lowering their costs and creating value for their business.
For customers who possess the ability to build and operate their own facility, our Powered Base Building® solution provides the physical location, requisite [removed: power,] [added: power] and network access necessary to support a state-of-the-art data center.
| Pathway | | [removed: Point-of-entry] [added: Conduit based] access [removed: for carriers,] [added: to support bulk fiber interconnection, typically] terminating into the POP or Meet Me Room within a given facility |
[removed: Furthermore, through] [added: Through] product offerings such as our [removed: Service Exchange] [added: ServiceFabric™] and Interxion Cloud Connect and partnerships with cloud service providers, we can support our customers’ hybrid cloud architecture requirements.
We have more than 4,000 customers, and no single customer represented more than approximately [removed: 10.0%] [added: 10.2%] of the aggregate annualized recurring revenue of our [added: portfolio as of December 31, 2022.]
Our largest customer, accounted for approximately [removed: 10.0%] [added: 10.2%] of our aggregate annualized recurring revenue as of December 31, [removed: 2021.][added: 2022.]
No other single customer accounted for more than approximately [removed: 4.1%] [added: 3.6%] of the aggregate annualized recurring revenue of our portfolio.
| Cloud and IT Services | | Digital Content Providers [removed: andFinancial] [added: and Financial] Companies | | Network and Mobile Services |
| Fortune 50 Software Company | | Fortune 25 Investment Grade-Rated Company | | [removed: Comcast Corporation] [added: AT&T] |
| IBM | | [removed: JPMorgan Chase & Co.] [added: LinkedIn Corporation] | | Lumen Technologies, Inc. |
[removed: Our Design] [added: Our Design, Engineering] and Construction [removed: Program][added: Program]
Utilizing our innovative modular data center design, we deliver what we believe to be a technically superior data center environment at significant cost [removed: savings.][added: savings and reduced timeframes.]
[removed: Finally, our] [added: Our] access to capital and investment-grade ratings allow us to provide data center solutions for customers who do not want to invest their own capital.
[removed: We target] [added: Our goal is to average through business cycles the following financial ratios: 1)] a [removed: debt-to-adjusted] [added: debt-to-Adjusted] EBITDA ratio [removed: at or less than] [added: of] 5.5x, [added: 2) a] fixed charge coverage of greater than three times, and [added: 3)] floating rate debt at less than 20% of total outstanding debt.
In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize the menu of our available sources of capital, while minimizing the [removed: related] cost.
Since Digital Realty Trust, Inc.’s initial public offering in 2004, we have raised approximately [removed: $53.1] [added: $59] billion of capital through common (excluding forward contracts), preferred and convertible preferred equity offerings, exchangeable debt offerings, non-exchangeable bond offerings, our global revolving credit facilities, our term loan [removed: facility,] [added: facilities,] a senior notes shelf facility, secured mortgage financings and re-financings, joint venture partnerships and the sale of non-core assets.
With our recent acquisitions, which [removed: extend] [added: extended] our footprint further across Latin America, Europe and Africa, enhanced our portfolio of scale and hyper-scale data centers in the U.S. and [removed: furthers] [added: furthered] our position as a leading provider of colocation, interconnection and cloud-enablement services globally, we are able to offer one of the industry’s broadest range of data center solutions to meet our customers’ needs, from a single rack or cabinet to multi-megawatt deployments.
We believe our products like [removed: Service Exchange] [added: ServiceFabric™] and our partnerships with managed services and cloud service providers further enhance the attractiveness of our data centers.
Furthermore, we believe our colocation and interconnection offerings, as well as the densely connected [added: data] communities [removed: of interest] that have developed within our facilities, and the availability and scalability of our comprehensive suite of products are valuable and critical to our customers and partners.
In [removed: 2021,] [added: 2022,] for the [removed: fifth] [added: sixth] consecutive year, we received the Nareit “Leader in the Light” award for data centers, recognizing our sustainability and energy-efficiency achievements.
On August 1, 2022, we completed the acquisition of 61.1% indirect controlling interest in Teraco Data Environments (Pty) Ltd., (“Teraco”), a leading carrier-neutral data center and interconnection services provider in South Africa.
The total purchase price was $1.7 billion cash, funded by our global revolving credit facility and partial settlement of our forward equity sale agreements.
Teraco’s financial information is included in our consolidated financial statements and associated notes to those financial statements.
In addition, on August 1, 2022, we completed our acquisition of a majority interest in Teraco, the largest and most densely interconnected data center platform in South Africa, with an in-service portfolio of seven state-of-the-art data centers strategically located in the key South African metro areas of Johannesburg, Cape Town and Durban.
In addition, we are investing in our portfolio to organically expand our capacity.
As of December 31, 2022, we had 49 projects underway in 26 metropolitan areas around the world, and 58.5% percent of this data center activity is pre-leased.
| ServiceFabric™ | | A global open orchestration platform enabling customers to easily provision global connectivity and orchestrate connected services across Digital Realty’s worldwide data center footprint and in third party locations |
| Global Cloud Provider | | JPMorgan Chase & Co. | | Comcast Corporation |
| Oracle Corporation | | Meta Platforms, Inc. | | Verizon |
| 93% | 9,185,057 | 97% | 57% | 6% |
We may also certify certain properties in accordance with recognized sustainable operations standards.
| 2323 Bryan Street (Office) | Dallas | LEED (1) | Gold |
| 29A International Business Park | Singapore | BCA Green Mark (3) | Platinum |
| Digital Seoul No. 1 | Seoul | G-SEED (2) | Level 3 |
| | (2) | G-SEED: Green Standard for Energy and Environmental Design |
| | (3) | BCA Green Mark: Building and Construction Authority Green Mark |
We may also certify certain properties outside the U.S. in accordance with regionally-recognized energy performance rating standards, such as the NABERS rating scheme in Australia.
We set annual power usage effectiveness (“PUE”) targets for assets.
In 2021, we showed a 42% reduction in Scope 1 and 2 emissions and 11% reduction in Scope 3 emissions against our baseline.
| 86% | 39% | 5,718 | 48% | 5% |
| 23% | | 327,536 | 46% | 78% |
On October 29, 2019, Digital Realty Trust, Inc., Digital Intrepid Holding B.V., an indirect subsidiary of Digital Realty Trust, Inc. (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 commenced an exchange offer to purchase all of the outstanding ordinary shares of Interxion in exchange for shares of common stock of Digital Realty Trust, Inc. We refer to the transactions contemplated by the Purchase Agreement as the Interxion Combination.
We obtained control of Interxion on March 9, 2020 and completed the Interxion Combination on March 12, 2020 for total equity consideration of approximately $7.0 billion, including cash assumed.
The Interxion Combination expanded the combined company’s presence across Europe and Africa.
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.
On December 20, 2018, the Operating Partnership and Stellar Participações 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, for cash and equity consideration of approximately $2.0 billion, including cash assumed.
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 entities due to shared control with Brookfield.
| | | |
| | | |
| 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 |
| | | |
| Service Exchange | | SDN Global interconnection solution enabling customers to establish direct, private connections to multiple Cloud Service Providers, Network Providers and other participants of the platform from a single interface |
portfolio as of December 31, 2021.
| Equinix | | Facebook, Inc. | | AT&T |
| Oracle America, Inc. | | LinkedIn | | Verizon |
In addition, by utilizing our modular design architecture to develop new distributed redundant solutions in our existing Powered Base Building® facilities, on average we can deliver a fully commissioned standard design facility in under 30 weeks.
| 87% | 8,443,670 | 97% | 38% | 1% |
**
| | | | |
| | | | |
| 22125 Broderick Dr | Ashburn | LEED (1) | Silver |
| 6675 NE 62nd St | Hillsboro | LEED | Silver |
| 11 Hanbury St (LON3) | London | BREEAM (2) | Excellent |
| 11 Hanbury St (LON3) | London | BREEAM | Excellent |
| | (2) | BREEAM: Building Research Establishment Environmental Assessment Method |
feet.
We have a target to reduce global colocation power usage effectiveness (PUE) 10% by 2022 from a 2017 baseline and we surpassed this goal in 2020 by achieving an 11% reduction.
We also had a target to reduce PUE for our Interxion portfolio 5% by 2020 from a 2017 baseline and we surpassed this goal by achieving a 6% reduction in 2020.
These goals reflect targets established prior to the Digital Realty and Interxion combination.
| 80% | 32% | 5,385 | 50% | \-6% |
| 25% | | 6,394 | 41% | 84% |
No other non-U.S. sites are in 100-year flood zones or similar high hazard locations.
In fall 2021, the EPA announced plans to propose in summer 2022 a new rule regulating GHG emissions from existing power plants.
It is not
An excerpt. Shown here: 40 of 88 rewritten, 40 of 56 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
As of December 31, [removed: 2021,] [added: 2022,] 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
33 rewritten, 1 added, 5 removed, 140 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
| | For the fiscal year ended December 31, [removed: 2021] [added: 2022] |
The aggregate market value of the common equity held by non-affiliates of Digital Realty Trust, Inc. as of June 30, [removed: 2021] [added: 2022] totaled approximately [removed: $42] [added: $37] billion based on the closing price for Digital Realty Trust, Inc.’s common stock on that day as reported by the New York Stock Exchange.
Such value excludes common stock held by executive officers, directors and 10% or greater stockholders as of June 30, [removed: 2021.][added: 2022.]
The identification of 10% or greater stockholders as of June 30, [removed: 2021] [added: 2022] is based on Schedule 13G and amended Schedule 13G reports publicly filed before June 30, [removed: 2021.][added: 2022.]
| Class | | Outstanding at February [removed: 22, 2022] [added: 21, 2023] | |
| Common Stock, $.01 par value per share | | [removed: 284,469,103] [added: 291,157,152] | |
Part III incorporates by reference portions of Digital Realty Trust, Inc.’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders which the registrants anticipate will be filed no later than 120 days after the end of their fiscal year pursuant to Regulation 14A.
This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] of Digital Realty Trust, Inc., a Maryland corporation, and Digital Realty Trust, L.P., a Maryland limited partnership, of which Digital Realty Trust, Inc. is the sole general partner.
Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our Company”, or “the Company” refer to Digital Realty Trust, Inc. together with its consolidated subsidiaries, including Digital Realty Trust, L.P. [added: In statements regarding qualification as a REIT, such terms refer solely to Digital Realty Trust, Inc.] Unless otherwise, all references to the “Parent” refer to Digital Realty Trust, Inc., and all references to “our Operating Partnership,” “the Operating Partnership” or “the OP” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries.
[removed: In statements regarding qualification as a REIT, such terms refer solely to Digital Realty Trust, Inc.] As of December 31, [removed: 2021,] [added: 2022,] the Parent owned an approximate [removed: 98.0%] [added: 97.9%] common general partnership interest in Digital Realty Trust, L.P. The remaining approximate [removed: 2.0%] [added: 2.1%] of the common limited partnership interests of Digital Realty Trust, L.P. are owned by non-affiliated third parties and certain directors and officers of the Parent.
As of December 31, [removed: 2021,] [added: 2022,] the Parent owned all of the preferred limited partnership interests of Digital Realty Trust, L.P. As the sole general partner of Digital Realty Trust, L.P., the Parent has the full, exclusive and complete responsibility for the OP’s day-to-day management and control.
FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]
| [ITEM 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | | [removed: 47] [added: 49] |
| [ITEM 2.](#ITEM2PROPERTIES_147193) | [Properties](#ITEM2PROPERTIES_147193) | | [removed: 47] [added: 49] |
| [ITEM 3.](#ITEM3LEGALPROCEEDINGS_800924) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_800924) | | [removed: 51] [added: 53] |
| [ITEM 4.](#ITEM4MINESAFETYDISCLOSURES_613413) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_613413) | | [removed: 51] [added: 53] |
| [PART II.](#PARTII_509762) | | | [removed: 52] [added: 53] |
| [ITEM 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | | [removed: 52] [added: 53] |
| [ITEM 7A](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU). | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | | [removed: 75] [added: 77] |
| [ITEM 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | | [removed: 79] [added: 78] |
| [ITEM 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 149] [added: 154] |
| [ITEM 9A.](#ITEM9ACONTROLSANDPROCEDURES_158705) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_158705) | | [removed: 149] [added: 154] |
| [ITEM 9B.](#ITEM9BOTHERINFORMATION_255234) | [Other Information](#ITEM9BOTHERINFORMATION_255234) | | [removed: 150] [added: 155] |
| [PART III.](#PARTIII_621743) | | | [removed: 151] [added: 156] |
| [ITEM 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 151] [added: 156] |
| [ITEM 11.](#ITEM11EXECUTIVECOMPENSATION_752022) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_752022) | | [removed: 151] [added: 156] |
| [ITEM 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 151] [added: 156] |
| [ITEM 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 151] [added: 156] |
| [ITEM 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 151] [added: 156] |
| [PART IV.](#PARTIV_827704) | | | [removed: 152] [added: 157] |
| [ITEM 15.](#ITEM15EXHIBITS_118949) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITS_118949) | | [removed: 152] [added: 157] |
| [ITEM 16.](#ITEM16FORM10KSUMMARY_242253) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_242253) | | [removed: 161] [added: 167] |
| [SIGNATURES](#SIGNATURES_181453) | | | [removed: 162] [added: 168] |
| [ITEM 9C.](#ITEM9BOTHERINFORMATION_255234) | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | | 155 |
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Item 2. PROPERTIES
45 rewritten, 98 added, 99 removed, 49 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
In addition to the information in this Item 2, certain information regarding our portfolio is contained in Schedule III (Financial Statement Schedule) under Part IV, Item [removed: 15(a) (2)] [added: 15(a)(2)] and which is included in Part II, Item 8.
The following table presents an overview of our portfolio of properties, including the [removed: 50] [added: 59] data centers held as investments in unconsolidated entities and developable land, based on information as of December 31, [removed: 2021 (dollar amounts] [added: 2022 (amounts] in thousands).
[removed: Please refer to Note 11] [added: “Debt of the Operating Partnership”] 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: 2021.][added: 2022.]
| | | | [added: ] | | [added: ] | Space Under | [added: ] | | [added: ] | | |
| Metropolitan Area | | Buildings | | Square Feet (1) | | [removed: Development] [added: Development (Sq Ft)] (2) | | [removed: Development] [added: Development (Sq Ft)] (3) | | Percentage (4) | |
| San Francisco | | 4 | [added: ] | [removed: 843,339] [added: 843] | [added: ] | — | [added: ] | — | | [removed: 66.1] [added: 65.5] | % |
| Miami | | 2 | [added: ] | [removed: 226,314] [added: 226] | [added: ] | — | [added: ] | — | | [removed: 89.9] [added: 84.2] | % |
| Europe | | | [added: ] | | [added: ] | | [added: ] | | | | |
| Asia Pacific | | | [added: ] | | [added: ] | | [added: ] | | | | |
| Seoul | | 1 | [added: ] | [removed: —] [added: 162] | [added: ] | [removed: 162,260] [added: —] | [added: ] | — | | [removed: —] [added: 4.3] | % |
| Maputo | | 1 | [added: ] | [removed: —] [added: 7] | [added: ] | [removed: 3,940] [added: —] | [added: ] | — | | — | % |
| Non-Data Center Properties | | — | [added: ] | [removed: 263,668] [added: 51] | [added: ] | — | [added: ] | [removed: —] [added: 212] | [removed: ] [added: ] | 100.0 | % |
| Managed Unconsolidated Entities | | | [added: ] | | [added: ] | | [added: ] | | | | |
| Northern Virginia | | 8 | [added: ] | [removed: 1,482,337] [added: 1,482] | [added: ] | — | [added: ] | — | | [removed: 93.8] [added: 100.0] | % |
| Silicon Valley | | 4 | [added: ] | [removed: 414,267] [added: 414] | [added: ] | — | [added: ] | — | | 100.0 | % |
| Hong Kong | | 1 | [added: ] | [removed: 186,300] [added: 99] | [added: ] | [removed: —] [added: 186] | [added: ] | — | | [removed: 87.3] [added: 0.6] | % |
| Toronto | | 1 | [added: ] | [removed: 104,308] [added: 104] | [added: ] | — | [added: ] | — | | [removed: 100.0] [added: 87.1] | % |
| Los Angeles | | 2 | [added: ] | [removed: 196,517] [added: 197] | [added: ] | — | [added: ] | — | | 100.0 | % |
| Non-Managed Unconsolidated Entities | | | [added: ] | | [added: ] | | [added: ] | | | | |
| Fortaleza | | 1 | [added: ] | [removed: 94,205] [added: 94] | [added: ] | — | [added: ] | — | | 100.0 | % |
| Rio De Janeiro | | 2 | [added: ] | [removed: 72,442] [added: 99] | [added: ] | [removed: 26,781] [added: —] | [added: ] | — | | 100.0 | % |
| Seattle | | 1 | [added: ] | [removed: 51,000] [added: 51] | [added: ] | — | [added: ] | — | | 100.0 | % |
| (1) | Net rentable square feet at a building represents the current square feet at that building under lease as specified in the lease agreements plus management’s estimate of space available for lease. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including [added: available power, required support space and common area. Net rentable square feet includes tenants’ proportional share of common areas but excludes space held for development.] |
| (3) | Space held for development includes space held for future data center development, and excludes space under active [added: development and land held for] development. |
The following table sets forth information regarding the 20 largest customers in our portfolio based on annualized recurring revenue as of December 31, [removed: 2021] [added: 2022] (dollar amounts in thousands).
| [removed: ] [added: ] | [removed: ] [added: ] | | | Number | | Annualized | | | % of Annualized | [added: |] | [removed: Lease] [added: Weighted Average] |
| | | Tenant | | Locations | | Revenue (1) | | | Revenue | [added: |] | [removed: Years] [added: Term in Years] |
| 6 | | Fortune 25 Investment Grade-Rated Company | | [removed: 25] [added: 29] | | | [removed: 94,292] [added: 111,130] | | [removed: 2.8] [added: 3.0] | % | [removed: 4.5] | [added: 3.9 |]
| 8 | | LinkedIn Corporation | | [removed: 8] [added: 9] | | | [removed: 78,298] [added: 85,374] | | 2.3 | % | [removed: 2.9] | [added: 2.1 |]
| [removed: 10] [added: 11] | | Fortune 500 SaaS Provider | | 15 | | | [removed: 66,522] [added: 63,389] | | [removed: 2.0] [added: 1.7] | % | [removed: 4.3] | [added: 3.7 |]
| 16 | | JPMorgan Chase & Co. | | 17 | | | [removed: 40,898] [added: 43,223] | | 1.2 | % | [removed: 2.5] | [added: 1.8 |]
| (1) | Annualized recurring revenue represents the monthly contractual base rent (defined as cash base rent before abatements), and interconnection revenue under existing leases as of December 31, [removed: 2021] [added: 2022] multiplied by 12. |
The following table sets forth information relating to the distribution of leases in the properties in our portfolio, based on size (in megawatts), excluding approximately [removed: 7.2] [added: 8.9] million square feet of space under active development and approximately [removed: 2.7] [added: 3.3] million square feet of space held for development at December 31, [removed: 2021,] [added: 2022,] under lease as of December 31, [removed: 2021] [added: 2022] (dollar [added: and square feet] amounts in thousands).
| | | Total Net | | [removed: of] [added: Percentage of] Net | [removed: ] | | | [added: |] | [removed: Percentage] [added: ] | |
| | | [removed: Square] [added: Rentable Square] | | [removed: Square] [added: Rentable Square] | [added: |] | Annualized | | | [removed: Annualized] [added: Percentage of] | |
| Size | | Feet(1) | | Feet(1) | [added: |] | Rent(2) | | | [removed: Rent] [added: Annualized Rent] | |
| (2) | Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2021] [added: 2022] multiplied by 12. |
The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, [removed: 2021] [added: 2022] plus available space for ten calendar years at the properties in our portfolio.
Unless otherwise stated in the footnotes to the table below, the information set forth in the table assumes that tenants exercise no renewal options and all early termination rights [removed: (dollar amounts] [added: (amounts] in [removed: thousands).][added: thousands, except per square foot amounts).]
| | | | | | | | | [added: |] | | | [removed: ] [added: ] | [added: |] | | Annualized | | | | [removed: ] [added: ] |
Please refer to Note 11.
| Northern Virginia | | 25 | | 5,577 | | 1,774 | | 124 | | 93.8 | % |
| Chicago | | 10 | | 3,428 | | 35 | | 113 | | 91.7 | % |
| New York | | 13 | | 2,209 | | 73 | | 74 | | 80.6 | % |
| Dallas | | 22 | | 3,334 | | 327 | | 77 | | 83.0 | % |
| Silicon Valley | | 15 | | 1,590 | | — | | 131 | | 95.2 | % |
| Phoenix | | 2 | | 796 | | — | | — | | 70.0 | % |
| Portland | | 3 | | 598 | | 553 | | — | | 97.4 | % |
| Atlanta | | 4 | | 526 | | 31 | | 314 | | 96.4 | % |
| Los Angeles | | 2 | | 611 | | 11 | | — | | 80.1 | % |
| Seattle | | 1 | | 399 | | — | | — | | 79.0 | % |
| Toronto | | 2 | | 367 | | 361 | | — | | 84.5 | % |
| Boston | | 3 | | 437 | | — | | 51 | | 45.9 | % |
| Houston | | 6 | | 393 | | — | | 14 | | 61.6 | % |
| Austin | | 1 | | 86 | | — | | — | | 58.6 | % |
| Minneapolis/St. Paul | | 1 | | 329 | | — | | — | | 100.0 | % |
| Charlotte | | 3 | | 95 | | — | | — | | 90.0 | % |
| North America Total | | 119 | | 21,844 | | 3,165 | | 898 | | 86.3 | % |
| London | | 16 | | 1,432 | | 64 | | 96 | | 65.8 | % |
| Frankfurt | | 29 | | 1,981 | | 1,759 | | — | | 87.9 | % |
| Amsterdam | | 13 | | 1,270 | | — | | 92 | | 79.5 | % |
| Paris | | 13 | | 760 | | 937 | | — | | 81.2 | % |
| Marseille | | 4 | | 436 | | 83 | | 38 | | 81.6 | % |
| Dublin | | 9 | | 475 | | 78 | | — | | 80.8 | % |
| Vienna | | 3 | | 355 | | 133 | | — | | 81.3 | % |
| Zurich | | 3 | | 285 | | 314 | | — | | 81.0 | % |
| Madrid | | 4 | | 220 | | 188 | | — | | 86.4 | % |
| Brussels | | 3 | | 163 | | 175 | | — | | 76.4 | % |
| Stockholm | | 6 | | 190 | | 116 | | — | | 71.0 | % |
| Copenhagen | | 3 | | 176 | | 149 | | — | | 77.6 | % |
| Dusseldorf | | 3 | | 116 | | 98 | | — | | 61.6 | % |
| Athens | | 4 | | 55 | | 159 | | — | | 87.1 | % |
| Zagreb | | 1 | | 22 | | 8 | | — | | 80.8 | % |
| Europe Total | | 114 | | 7,936 | | 4,261 | | 226 | | 79.3 | % |
| Singapore | | 3 | | 883 | | — | | — | | 94.0 | % |
| Sydney | | 4 | | 362 | | — | | 88 | | 90.1 | % |
| Melbourne | | 2 | | 147 | | — | | — | | 62.3 | % |
| Osaka | | 1 | | — | | 236 | | — | | — | % |
| Asia Pacific Total | | 12 | | 1,653 | | 422 | | 88 | | 75.9 | % |
| Johannesburg | | 5 | | 877 | | 742 | | — | | 71.7 | % |
| Northern Virginia | | 22 | | 5,404,662 | | 780,016 | | 128,694 | | 91.1 | % |
| Chicago | | 10 | | 3,428,169 | | — | | 148,101 | | 89.1 | % |
| New York | | 13 | | 2,103,114 | | 147,753 | | 106,407 | | 82.4 | % |
| Dallas | | 21 | | 3,550,639 | | 136,445 | | 8,204 | | 79.8 | % |
| Silicon Valley | | 15 | | 1,591,835 | | — | | 130,752 | | 97.4 | % |
| Phoenix | | 2 | | 795,697 | | — | | — | | 72.1 | % |
| Atlanta | | 4 | | 525,414 | | 41,661 | | 313,581 | | 95.1 | % |
| Seattle | | 1 | | 398,735 | | — | | — | | 85.3 | % |
| Los Angeles | | 2 | | 580,764 | | 37,713 | | — | | 83.3 | % |
| Portland | | 2 | | 399,095 | | 756,483 | | — | | 98.4 | % |
| Toronto | | 2 | | 300,307 | | 427,050 | | — | | 85.6 | % |
| Boston | | 3 | | 437,119 | | — | | 50,649 | | 49.9 | % |
| Houston | | 6 | | 392,816 | | — | | 13,969 | | 70.4 | % |
| Minneapolis | | 1 | | 328,765 | | — | | — | | 100.0 | % |
| Austin | | 1 | | 85,688 | | — | | — | | 52.5 | % |
| Charlotte | | 3 | | 95,499 | | — | | — | | 89.5 | % |
| North America Total | | 114 | | 21,487,970 | | 2,327,121 | | 900,357 | | 85.4 | % |
| London | | 16 | | 1,433,240 | | 64,274 | | 95,832 | | 68.0 | % |
| Frankfurt | | 27 | | 1,893,266 | | 1,327,522 | | — | | 80.1 | % |
| Amsterdam | | 13 | | 1,220,639 | | 46,240 | | 95,262 | | 70.2 | % |
| Paris | | 10 | | 598,536 | | 314,876 | | — | | 82.7 | % |
| Marseille | | 4 | | 389,484 | | 165,435 | | — | | 74.0 | % |
| Vienna | | 2 | | 351,418 | | — | | — | | 79.5 | % |
| Dublin | | 8 | | 440,917 | | 112,135 | | — | | 77.3 | % |
| Zurich | | 3 | | 284,671 | | 258,240 | | — | | 82.5 | % |
| Madrid | | 4 | | 218,282 | | 225,140 | | — | | 76.1 | % |
| Brussels | | 4 | | 171,470 | | 186,464 | | — | | 62.6 | % |
| Stockholm | | 6 | | 205,304 | | 48,492 | | — | | 63.7 | % |
| Copenhagen | | 3 | | 162,182 | | 163,696 | | — | | 78.7 | % |
| Dusseldorf | | 3 | | 105,523 | | 107,600 | | — | | 59.7 | % |
| Athens | | 3 | | 55,170 | | 92,536 | | — | | 74.4 | % |
| Zagreb | | 1 | | 19,105 | | 12,801 | | — | | 55.3 | % |
| Europe Total | | 107 | | 7,549,209 | | 3,125,451 | | 191,094 | | 74.6 | % |
| Singapore | | 3 | | 882,847 | | — | | — | | 84.3 | % |
| Sydney | | 4 | | 226,697 | | 222,838 | | — | | 86.4 | % |
| Melbourne | | 2 | | 146,570 | | — | | — | | 62.8 | % |
| Hong Kong | | 1 | | 99,129 | | 185,622 | | — | | — | % |
| Osaka | | 1 | | — | | 235,532 | | — | | — | % |
| Asia Pacific Total | | 12 | | 1,355,243 | | 806,252 | | — | | 76.2 | % |
| Nairobi | | 1 | | 15,710 | | — | | — | | 61.9 | % |
An excerpt. Shown here: 40 of 45 rewritten, 40 of 98 added and 40 of 99 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2022 filing and the FY2021 filing.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 0 added, 1 removed, 2 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
[Index to Financial Statements](#INDEX_423931)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 rewritten, 6 added, 6 removed, 33 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
As of February [removed: 22, 2022,] [added: 21, 2023,] there were approximately [removed: 59] [added: 68] holders of record of Digital Realty Trust, Inc.’s common stock.
As of February [removed: 22, 2022,] [added: 21, 2023,] there were 73 holders of record of common units, including Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc.
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: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] in Digital Realty Trust, Inc.’s common stock and in each of these indices and assumes reinvestment of dividends, if any.
Assumes $100 invested on December 31, [removed: 2016] [added: 2017] and
To fiscal year ending December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
| December 31, [removed: 2016] [added: 2017] | | 100.0 | | 100.0 | | 100.0 |
| ● | 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: 2016.] [added: 2017.] |
During the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] Digital Realty Trust, Inc. issued an aggregate of [removed: 265,576] [added: 373,953] 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: 2021,] [added: 2022,] our Operating Partnership issued an aggregate of [removed: 265,576] [added: 373,953] common units to Digital Realty Trust, Inc., as required by our Operating Partnership’s partnership agreement.
During the year ended December 31, [removed: 2021,] [added: 2022,] an aggregate of [removed: 63,724] [added: 65,854] shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock awards for a net issuance of [removed: 201,852] [added: 308,099] shares of common stock.
All other issuances of unregistered equity securities of our Operating Partnership during the year ended December 31, [removed: 2021] [added: 2022] have been disclosed previously 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: $36] [added: $41] 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, 2018 | | 97.0 | | 95.6 | | 95.4 |
| December 31, 2019 | | 113.0 | | 125.7 | | 120.1 |
| December 31, 2020 | | 136.1 | | 148.9 | | 111.0 |
| December 31, 2021 | | 177.8 | | 191.6 | | 158.8 |
| December 31, 2022 | | 105.0 | | 156.9 | | 119.9 |
[Index to Financial Statements](#INDEX_423931)
| December 31, 2017 | | 119.8 | | 121.8 | | 105.1 |
| December 31, 2018 | | 116.1 | | 116.5 | | 100.3 |
| December 31, 2019 | | 135.3 | | 153.2 | | 126.2 |
| December 31, 2020 | | 163.0 | | 181.3 | | 116.6 |
| December 31, 2021 | | 213.0 | | 233.4 | | 166.8 |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
802 rewritten, 452 added, 378 removed, 1,159 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
| [Management’s Reports on Internal Control over Financial Reporting](#ManagementsReportonInternalControloverFi) | | [removed: 80] [added: 79] | |
| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (Auditor Firm ID: 185) | | [removed: 81] [added: 80] | |
| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#CONSOLIDATEDBALANCESHEETS_384428)] [added: 2021](#CONSOLIDATEDBALANCESHEETS_384428)] | | 86 | |
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDINCOMESTATEMENTS_453902)1] [added: 2022](#CONSOLIDATEDINCOMESTATEMENTS_453902)] | | 87 | |
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2021](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 2022](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | | 88 | |
| [Consolidated Statements of Equity for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDSTATEMENTSOFEQUITY_499706)1] [added: 2022](#CONSOLIDATEDSTATEMENTSOFEQUITY_499706)] | | 91 | |
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_395773)1] [added: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_395773)] | | 92 | |
| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#CONSOLIDATEDBALANCESHEETS_541482)] [added: 2021](#CONSOLIDATEDBALANCESHEETS_541482)] | | 93 | |
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDINCOMESTATEMENTS_567443)1] [added: 2022](#CONSOLIDATEDINCOMESTATEMENTS_567443)] | | 94 | |
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2021](#STATEMENTSOFCOMPREHENSIVEINCOME_895031)] [added: 2022](#STATEMENTSOFCOMPREHENSIVEINCOME_895031)] | | 95 | |
| [Consolidated Statements of Capital for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDSTATEMENTSOFCAPITAL_786500)1] [added: 2022](#CONSOLIDATEDSTATEMENTSOFCAPITAL_681678)] | | 96 | |
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 202](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_542655)1] [added: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_542655)] | | 99 | |
| [Supplemental Schedule—Schedule III—Properties and Accumulated [removed: Depreciation](#SCHDULE)] [added: Depreciation](#SCH3)] | | [removed: 146] [added: 151] | |
| [Notes to Schedule III—Properties and Accumulated Depreciation](#a1TaxCost_702541) | | [removed: 148] [added: 153] | |
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: 2021.][added: 2022.]
We acquired [removed: Interxion and subsidiaries] [added: a majority interest in Teraco] during the year ended December 31, [removed: 2021.][added: 2022.]
Based on our assessment, management concluded that as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]
We acquired [removed: Interxion and subsidiaries] [added: a majority interest in Teraco] during the year ended December 31, [removed: 2021.][added: 2022.]
Based on our assessment, management concluded that as of December 31, [removed: 2021,] [added: 2022,] the Operating Partnership’s internal control over financial reporting was effective based on those criteria.
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated income statements, and statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III, properties and accumulated 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in _Internal Control – Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
As discussed in Note 2 to the consolidated financial statements, the Company records rental revenue on a straight-line basis if the Company determines on a [removed: lease-by-lease] [added: lease-by lease] basis it is probable substantially all lease payments over the term of the lease will be collected.
Rental and other services revenue was [removed: $4.4] [added: $4.7] billion for the year ended December 31, [removed: 2021] [added: 2022] and deferred rent and rent receivable, net was [removed: $547.4] [added: $601.6] million and [removed: $370.5] [added: $560.6] million, respectively, as of December 31, [removed: 2021.][added: 2022.]
Evaluating the Company’s probability assessment of collection of substantially all the lease payments for its leases required significant auditor [removed: judgment] [added: judgement] because of the subjective nature of the evidence obtained.
Specifically, evaluating the creditworthiness of the customer and any guarantors required significant auditor [removed: judgment.][added: judgement.]
For a selection of the Company’s leases, we evaluated the Company’s determination of the [removed: collectibility] [added: collectability] of substantially all of the lease payments by: (i) comparing the legal name of customer and any guarantor to the underlying lease agreements and third-party credit rating report, (ii) evaluating the creditworthiness of the customer by assessing their credit rating, (iii) reading publicly available information, including the customer’s financial statements, [removed: analyst reports,] recent public filings, and news articles, and (iv) inquiring of Company employees to obtain evidence regarding creditworthiness of the customers.
| We have served as the Company’s auditor since [removed: 2004.] [added: 2004] | | |
[removed: _Opinion] [added: Opinion] on Internal Control Over Financial [removed: Reporting_][added: Reporting]
We have audited Digital Realty Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in _Internal Control – Integrated Framework (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: 2021,] [added: 2022,] based on criteria established in _Internal Control – Integrated Framework (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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated income [removed: statements] [added: statements,] and consolidated statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III, properties and accumulated depreciation (collectively, the consolidated financial statements), and our report dated February [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion on those consolidated financial statements.
We believe that our audit provides a reasonable basis for our [removed: opinion.][added: opinion..]
[removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance] with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, L.P. and subsidiaries (the Operating Partnership) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated income statements, and consolidated statements of comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule III, properties and accumulated depreciation (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
Whenever the results of that assessment indicate that it is not probable that the Operating Partnership will be able to collect substantially all lease payments over the remaining term of the lease, the Operating Partnership records a reduction to rental 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 [removed: collected] [added: consolidated] basis.
Rental and other services revenue was [removed: $4.4] [added: $4.7] billion for the year ended December 31, [removed: 2021] [added: 2022] and deferred rent and rent receivable, net was [removed: $547.4] [added: $601.6] million and [removed: $370.5] [added: $560.6] million, respectively, as of December 31, [removed: 2021.][added: 2022.]
For a selection of the Operating Partnership’s leases, we evaluated the Operating Partnership’s determination of the collectibility of substantially all of the lease payments by: (i) comparing the legal name of customer and any guarantor to the underlying lease agreements and third-party credit rating report, (ii) evaluating the creditworthiness of the customer by assessing their credit rating, (iii) reading publicly available information, including the customer’s financial statements, [removed: analyst reports,] recent public filings, and news articles, and (iv) inquiring of Operating Partnership employees to obtain evidence regarding creditworthiness of the customers.
We have excluded from our overall assessment of the Company's internal control over financial reporting as of December 31, 2022, internal control over financial reporting associated with Teraco and its total assets of $4.1 billion and total revenues of $71.4 million.
We have excluded from our overall assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2022, internal control over financial reporting associated with Teraco and its total assets of $4.1 billion and total revenues of $71.4 million.
| Dallas, Texas | | |
| February 24, 2023 | | |
The Company acquired TDE Investments Pty Ltd. during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, TDE Investments Pty Ltd.’s internal control over financial reporting associated with total assets of $4,100,000,000 and total revenues of $71,400,000 included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022.
Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TDE Investments Pty Ltd.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
| Dallas, Texas | | |
| February 24, 2023 | | |
To the Partners of Digital Realty Trust, L.P. and the Board of Directors of Digital Realty Trust, Inc.
| Dallas, Texas | | |
| February 24, 2023 | | |
| | | 2022 | | | 2021 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic | | 286,334 | | | 282,475 | | | 260,099 |
| Diluted | | 297,919 | | | 283,222 | | | 262,523 |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Comprehensive (loss) income attributable to Digital Realty Trust, Inc. | $ | (44,234) | | $ | 1,432,114 | | $ | 592,107 |
| Balance as of December 31, 2021 | | $ | 46,995 | | $ | 731,690 | | 284,415,013 | | $ | 2,824 | | $ | 21,075,863 | | $ | (3,631,929) | | $ | (173,880) | | $ | 472,219 | | $ | 18,476,787 |
| Conversion of common units to common stock | | | — | | | — | | 36,284 | | | — | | | 2,942 | | | — | | | — | | | (2,942) | | | — |
| Vesting of restricted stock, net | | | — | | | — | | 340,874 | | | — | | | — | | | — | | | — | | | — | | | — |
| Partial settlement of forward sale agreements, net of costs | | | — | | | — | | 6,250,000 | | | 63 | | | 923,400 | | | — | | | — | | | — | | | 923,463 |
| Shares issued under equity plans, net of share settlement to satisfy tax withholding upon vesting | | | — | | | — | | 106,051 | | | — | | | 1,496 | | | — | | | — | | | — | | | 1,496 |
| Dividends and distributions on common stock and common and incentive units | | | (760) | | | — | | — | | | — | | | — | | | (1,403,344) | | | — | | | (30,796) | | | (1,434,140) |
| Redeemable noncontrolling interests associated with acquisition of Teraco | | | 1,530,090 | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Contributions from (distributions to) noncontrolling interests | | | 1,703 | | | — | | — | | | — | | | — | | | — | | | — | | | 46,277 | | | 46,277 |
| Sale of noncontrolling interest in property to DCRU | | | — | | | — | | — | | | — | | | 64,616 | | | — | | | — | | | 12,275 | | | 76,891 |
| Net income | | | (4,653) | | | — | | — | | | — | | | — | | | 377,684 | | | — | | | 7,294 | | | 384,978 |
| Balance as of December 31, 2022 | | $ | 1,514,679 | | $ | 731,690 | | 291,148,222 | | $ | 2,887 | | $ | 22,142,868 | | $ | (4,698,313) | | $ | (595,798) | | $ | 524,131 | | $ | 18,107,465 |
| Straight-lined rents and amortization of above and below market leases | | | (64,954) | | | (30,793) | | | (17,744) |
| Other items, net | | | (45,141) | | | 81,038 | | | 6,102 |
| Increase in accounts receivable and other assets | | | (272,452) | | | (389,116) | | | (72,897) |
| | | 2022 | | | 2021 | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic | | 292,123 | | | 289,165 | | | 268,073 |
| Diluted | | 303,708 | | | 289,912 | | | 270,497 |
| | | | | | | | | |
| | | | |
| --- | --- | --- | --- |
| San Francisco, California | | |
| February 25, 2022 | | |
| San Francisco, California | | |
| February 25, 2022 | | |
To the Stockholders and Board of Directors of the General Partner and Partners
| San Francisco, California | | |
| February 25, 2022 | | |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gain on deconsolidation, net | | | — | | | — | | | 67,497 |
| Basic | | | 282,474,927 | | | 260,098,978 | | | 208,325,823 |
| Diluted | | | 283,221,968 | | | 262,522,508 | | | 209,462,247 |
(in thousands)
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reclassification of foreign currency translation adjustment due to deconsolidation of Ascenty | | | — | | | — | | | 21,687 |
| Comprehensive income attributable to noncontrolling interests | | | (30,796) | | | (9,610) | | | (20,719) |
| Comprehensive income attributable to Digital Realty Trust, Inc. | | $ | 1,400,371 | | $ | 579,329 | | $ | 607,486 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of December 31, 2018 | | $ | 15,832 | | $ | 1,249,560 | | 206,425,656 | | $ | 2,051 | | $ | 11,355,751 | | $ | (2,633,071) | | $ | (115,647) | | $ | 999,566 | | $ | 10,858,210 |
| Conversion of common units to common stock | | | — | | | — | | 2,154,460 | | | 22 | | | 190,492 | | | — | | | — | | | (190,514) | | | — |
| Issuance of unvested restricted stock, net of forfeitures | | | — | | | — | | 256,868 | | | — | | | — | | | — | | | — | | | — | | | — |
| Common stock offering costs | | | — | | | — | | — | | | — | | | (2,530) | | | — | | | — | | | — | | | (2,530) |
| Issuance of series K preferred stock, net of offering costs | | | — | | | 203,264 | | — | | | — | | | — | | | — | | | — | | | — | | | 203,264 |
| Issuance of series L preferred stock, net of offering costs | | | — | | | 334,886 | | — | | | — | | | — | | | — | | | — | | | — | | | 334,886 |
| Redemption of series H preferred stock | | | — | | | (353,290) | | — | | | — | | | — | | | (11,760) | | | — | | | — | | | (365,050) |
| Dividends and distributions on common stock and common and incentive units | | | (676) | | | — | | — | | | — | | | — | | | (900,201) | | | — | | | (38,278) | | | (938,479) |
| Deconsolidation of consolidated entity | | | — | | | — | | — | | | — | | | — | | | — | | | — | | | (110,086) | | | (110,086) |
| Cumulative effect adjustment from adoption of new accounting standard | | | — | | | — | | — | | | — | | | — | | | (6,318) | | | — | | | — | | | (6,318) |
| Net income | | | 372 | | | — | | — | | | — | | | — | | | 579,761 | | | — | | | 19,088 | | | 598,849 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of December 31, 2019 | | $ | 41,465 | | $ | 1,434,420 | | 208,900,758 | | $ | 2,073 | | $ | 11,577,320 | | $ | (3,046,579) | | $ | (87,922) | | $ | 728,788 | | $ | 10,608,100 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 802 rewritten, 40 of 452 added and 40 of 378 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 0 removed, 15 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
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 page [removed: 80.][added: 79.]
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: 2021.][added: 2022.]
There has not been any change in our internal control over financial reporting during the three months ended December 31, [removed: 2021,] [added: 2022,] 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 procedures that were in effect as of December 31, [removed: 2021.][added: 2022.]
There has not been any change in our internal control over financial reporting during the three months ended December 31, [removed: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 1 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
[Index to Financial Statements](#INDEX_423931)
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
Read the full itemFY2022 item · filed February 27, 2023
None.
[Index to Financial Statements](#INDEX_423931)
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 1 unchanged
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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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We have filed, as exhibits to this Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes Oxley Act to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure.
We have furnished to the Securities and Exchange Commission as exhibits to this Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes Oxley Act.
Item 11. EXECUTIVE COMPENSATION
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The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our [removed: 2022] [added: 2023] 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
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
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: 2022] [added: 2023] 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
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 2 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 15. EXHIBITS.
103 rewritten, 138 added, 101 removed, 13 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
| ExhibitNumber | | [removed: | |] Description | [removed: |]
| 2.1 | [removed: |] | [removed: |] [Amendment No. 1 to Purchase Agreement dated as of January 23, 2020, by and among Digital Realty Trust, Inc., Digital Intrepid Holding B.V. and Interxion Holding N.V. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Digital Realty Trust, Inc. (File No. 001-32336) filed on January 27, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520014883/d869197dex21.htm) | [removed: |]
| 3.1 | [removed: |] | [removed: |] [Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended (incorporated by reference to Exhibit 3.1 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 May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex3d1.htm) | [removed: |]
| 3.2 | [removed: |] | [removed: |] [Eighth Amended and Restated Bylaws of Digital Realty Trust, 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) | [removed: |]
| 3.3 | [removed: |] | [removed: |] [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) | [removed: |]
| 3.4 | [removed: |] | [removed: |] [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 October 10, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265840/d816342dex31.htm) | [removed: |]
| 4.1 | [removed: |] | [removed: |] [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 | [removed: |] | [removed: |] [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: |]
| 4.3 | [removed: |] | [removed: |] [Indenture, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 8, 2011).](http://www.sec.gov/Archives/edgar/data/1297996/000119312511059367/dex41.htm) | [removed: |]
| 4.4 | [removed: |] | [removed: |] [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) | [removed: |]
| 4.5 | [removed: |] | [removed: |] [Indenture, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on June 23, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515232004/d946856dex41.htm) | [removed: |]
| [removed: 4.6 |] [added: 4.11] | | [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: 4.7 |] [added: 10.33†] | | [removed: | [Registration Rights] [added: [Amended and Restated Employment] Agreement, dated [removed: October 1, 2015,] [added: as of June 18, 2019, by and] among Digital [removed: Delta Holdings, LLC, Digital] Realty Trust, Inc., [removed: Digital Realty Trust, L.P. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated] [added: DLR, LLC] and [removed: Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein] [added: Andrew P. Power] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.1] 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 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515335656/d13464dex42.htm) |] [added: June 24, 2019)](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000105/exhibit10106182019.htm)] |
| [removed: 4.8 |] [added: 4.6] | | [removed: |] [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 4.1 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 April 19, 2016).](https://www.sec.gov/Archives/edgar/data/1297996/000129799616000160/exhibit41indenture.htm) | [removed: |]
| [removed: 4.9 |] [added: 4.7] | | [removed: |] [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: |]
| [removed: 4.10 |] [added: 4.8] | | [removed: |] [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: |]
| [removed: 4.11 |] [added: 4.9] | | [removed: |] [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: |]
| [removed: 4.12 |] [added: 4.10] | | [removed: |] [Specimen Certificate for Digital Realty Trust, Inc.’s 5.250% Series J 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 August 4, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517248824/d425847dex41.htm) | [removed: |]
| [removed: 4.13 |] [added: 4.15] | | [removed: |] [Supplemental Indenture No. [removed: 3,] [added: 4,] dated as of June [removed: 21, 2018,] [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: 4.450%] [added: 3.600%] Notes due [removed: 2028] [added: 2029] and the [removed: guarantees] [added: guarantee] (incorporated by reference to Exhibit 4.2 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 June [removed: 21, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518199589/d603959dex42.htm) |] [added: 14, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519173689/d764945dex42.htm)] |
| [removed: 4.14 |] [added: 4.12] | | [removed: |] [Indenture, dated as of October 17, 2018, 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 3.750% Guaranteed Notes due 2030 (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 October 18, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000119312518302051/d635287dex41.htm) | [removed: |]
| [removed: 4.15 |] [added: 4.13] | | [removed: |] [Indenture, dated as of January 16, 2019, among Digital Euro Finco, LLC, as issuer, Digital Realty Trust, L.P. and Digital Realty Trust, Inc., as guarantors, Deutsche Trustee Company Limited, as 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 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 January 16, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519010596/d667184dex41.htm) | [removed: |]
| [removed: 4.16 |] [added: 4.14] | | [removed: |] [Form of Specimen Certificate for Digital Realty Trust, Inc.’s 5.850% Series K 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 March 12, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519072090/d721065dex41.htm) | [removed: |]
| [removed: 4.17 |] [added: 4.31] | | [removed: |] [Supplemental Indenture No. [removed: 4,] [added: 5,] dated as of [removed: June 14, 2019,] [added: September 27, 2022,] among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and [added: Computershare Trust Company, N.A., as successor to] Wells Fargo Bank, National Association, as trustee, including the form of [removed: 3.600%] [added: 5.550%] Notes due [removed: 2029] [added: 2028] 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: June 14, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519173689/d764945dex42.htm) |] [added: September 27, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000119312522252135/d514137dex42.htm)] |
| [removed: 4.18 |] [added: 4.16] | | [removed: |] [Indenture, dated as of 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 1.125% Guaranteed Notes due 2028 (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 October 9, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265150/d810248dex41.htm) | [removed: |]
| [removed: 4.19 |] [added: 4.17] | | [removed: |] [Specimen Certificate for Digital Realty Trust, Inc.’s 5.200% Series 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 October 9, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000119312519265151/d810964dex41.htm) | [removed: |]
| 4.21 | [removed: |] | [removed: |] [Indenture, dated as of [removed: January 17,] [added: June 26,] 2020, among Digital Dutch Finco B.V., 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: 0.125%] [added: 1.250%] Guaranteed Notes due [removed: 2022] [added: 2031] (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: January 17, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520010051/d849609dex41.htm) |] [added: June 26, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520180970/d947968dex41.htm)] |
| [removed: 4.22 |] [added: 4.19] | | [removed: |] [Indenture, dated as of January 17, 2020, among Digital Dutch Finco B.V., 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 0.625% Guaranteed Notes due 2025 (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 January 17, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520010051/d849609dex42.htm) [removed: ] | [removed: |]
| [removed: 4.23 |] [added: 4.20] | | [removed: |] [Indenture, dated as of January 17, 2020, among Digital Dutch Finco B.V., 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 1.500% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.3 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 17, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520010051/d849609dex43.htm) [removed: ] | [removed: |]
| [removed: 4.24 |] [added: 4.22] | | [removed: |] [Indenture, dated as of [removed: June 26,] [added: September 23,] 2020, among Digital Dutch Finco B.V., 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: 1.250%] [added: 1.000%] Guaranteed Notes due [removed: 2031] [added: 2032] (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 26, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520180970/d947968dex41.htm) |] [added: September 23, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520252362/d34521dex41.htm)] |
| [removed: 4.25 |] [added: 4.27] | | [removed: |] [Indenture, dated as of [removed: September 23, 2020,] [added: January 18, 2022,] among Digital [removed: Dutch Finco] [added: Intrepid Holding] B.V., 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: 1.000%] [added: 1.375%] Guaranteed Notes due 2032 (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 23, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520252362/d34521dex41.htm) |] [added: January 18, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000119312522011222/d241759dex41.htm)] |
| [removed: 4.26 |] [added: 4.23] | | [removed: | [Indenture,] [added: I[ndenture,] dated as of [removed: September 23, 2020,] [added: January 12, 2021,] among Digital [removed: Dutch Finco] [added: Intrepid Holding] B.V., Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as [removed: calculation agent,] 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: 0.625%] Guaranteed Notes due [removed: 2022] [added: 2031.] (incorporated by reference to Exhibit [removed: 4.2] [added: 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 23, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520252362/d34521dex42.htm) |] [added: January 12, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521007307/d62559dex41.htm)] |
| [removed: 4.27 |] [added: 4.24] | | [removed: | I[ndenture, dated as of January 12, 2021, among Digital Intrepid Holding B.V., 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] [added: [Terms] and [removed: a transfer agent, including the form] [added: Conditions] of the [removed: 0.625% Guaranteed Notes due 2031.] [added: Notes, dated as of July 13, 2021] (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: January 12, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521007307/d62559dex41.htm) |] [added: July 15, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521216455/d180872dex41.htm)] |
| 4.28 | [removed: |] | [removed: |] [Terms and Conditions of the [removed: Notes,] [added: Notes] dated [removed: as of July 13, 2021] [added: March 28, 2022] (incorporated by reference to Exhibit 4.1 [removed: to] [added: of] the [removed: 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: July 15, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521216455/d180872dex41.htm) |] [added: March 30, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000119312522090035/d330765dex41.htm)] |
| [removed: 4.29] [added: 4.25] | | [removed: |] [Form of the 2026 Notes (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 15, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521216455/d180872dex42.htm) [removed: ] | [removed: | |]
| [removed: 4.30] [added: 4.26] | | [removed: |] [Form of the 2029 Notes (incorporated by reference to Exhibit 4.3 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 15, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521216455/d180872dex43.htm) | [removed: | |]
| [removed: 4.31] [added: 4.29] | | [removed: | [Indenture, dated as of January 18, 2022, among Digital Intrepid Holding B.V., 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] [added: [Form] of the [removed: 1.375% Guaranteed] [added: 2023] Notes [removed: due 2032] (incorporated by reference to Exhibit [removed: 4.1] [added: 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: January 18, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000119312522011222/d241759dex41.htm) | |] [added: March 30, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000119312522090035/d330765dex42.htm)] |
| 10.1† | [removed: |] | [removed: |] [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) | [removed: |]
| 10.2 | [removed: |] | [removed: |] [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) | [removed: |]
| 10.3† | [removed: |] | [removed: |] [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) | [removed: |]
| 10.4† | [removed: |] | [removed: |] [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) | [removed: |]
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| 4.18 | | [Description of Securities (incorporated by reference to exhibit 4.20 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, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022002195/dlr-20211231xex4d20.htm) |
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| 4.20 | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1297996/000155837022002195/dlr-20211231xex4d20.htm) | |
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An excerpt. Shown here: 40 of 103 rewritten, 40 of 138 added and 40 of 101 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS. in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
57 rewritten, 53 added, 51 removed, 28 unchanged
Read the full itemFY2022 item · filed February 27, 2023FY2021 item · filed February 25, 2022
| | Date: | February [removed: 25, 2022] [added: 24, 2023] |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: A.][added: Andrew P.]
[removed: Power and Jeannie Lee,] [added: Mercier,] and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| NNIS | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| Signature | | [added: | |] Title | | [added: | | |] Date | [added: | |]
| Laurence A. Chapman | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ ANDREW P. POWER | [added: |] | [added: |] President & Chief [removed: Financial] [added: Executive] Officer (Principal [removed: Financial] [added: Executive] Officer) | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| [removed: Andrew P. Power |] | [removed: | ] [added: By:] | [removed: ] [added: /s/ ANDREW P. POWER] |
| /s/ CAMILLA A. HARRIS | [added: |] | [added: |] Chief Accounting Officer (Principal Accounting Officer) | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| Camilla A. Harris | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ ALEXIS BLACK BJORLIN | [added: |] | [added: |] Director | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| Alexis Black Bjorlin | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ VeraLinn Jamieson | [added: |] | [added: |] Director | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| VeraLinn Jamieson | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ KEVIN J. KENNEDY | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| Kevin J. Kennedy | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| NNIS | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| Signature | | [added: | |] Title | | [added: | | |] Date | [added: | |]
| /s/ WILLIAM G. LAPERCH | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| William G. LaPerch | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| /s/ JEAN F.H.P. MANDEVILLE | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| Jean F.H.P. Mandeville | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| /s/ AFSHIN MOHEBBI | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| Afshin Mohebbi | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| /s/ MARK R. PATTERSON | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| Mark R. Patterson | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| [removed: /s/ MARY HOGAN PREUSSE] [added: Mary Hogan Preusse] | [added: |] | [removed: Director] | | [removed: February 25, 2022] | [added: | | | | | |]
| Mary Hogan Preusse | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ DENNIS E. SINGLETON | [added: |] | [added: |] Director | [added: | |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: |]
| Dennis E. Singleton | [added: |] | [added: |] | [added: | |] | [added: | |] | [added: |]
| | Date: | February [removed: 25, 2022] [added: 24, 2023] |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: A.][added: Andrew P.]
[removed: Power and Jeannie Lee,] [added: Mercier,] and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | | [added: | |] Title | | [added: | | |] Date | [added: | |]
| Laurence A. Chapman | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ ANDREW P. POWER | [added: |] | [added: |] President & Chief [removed: Financial] [added: Executive] Officer (Principal [removed: Financial] [added: Executive] Officer) | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| Andrew P. Power | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ CAMILLA A. HARRIS | [added: |] | [added: |] Chief Accounting Officer (Principal Accounting Officer) | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| Camilla A. Harris | [added: |] | [added: |] | [added: |] | [added: | |] | [added: | |]
| /s/ ALEXIS BLACK BJORLIN | [added: |] | [added: |] Director | [added: |] | [added: | |] February [removed: 25, 2022] [added: 24, 2023] | [added: | |]
| | | Andrew P. Power President & Chief Executive Officer |
Power, Jeannie Lee and Matthew R.
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| /s/ MATTHEW R. MERCIER | | | | Chief Financial Officer (Principal Financial Officer) | | | | | February 24, 2023 | | |
| Matthew R. Mercier | | | | | | | | | | | |
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| /s/ LAURENCE A. CHAPMAN | | | | Director | | | | | February 24, 2023 | | |
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| | By: | /s/ ANDREW P. POWER |
| | | Andrew P. Power President & Chief Executive Officer |
Power, Jeannie Lee and Matthew R.
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| /s/ MARY HOGAN PREUSSE | | | | Chairman of the Board | | | | | February 24, 2023 | | |
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| Andrew P. Power | | | | | | | | | | | |
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| /s/ MATTHEW R. MERCIER | | | | Chief Financial Officer (Principal Financial Officer) | | | | | February 24, 2023 | | |
| Matthew R. Mercier | | | | | | | | | | | |
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| | By: | /s/ A. WILLIAM STEIN |
| | | A. William Stein Chief Executive Officer |
William Stein, Andrew P.
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| /s/ LAURENCE A. CHAPMAN | | Chairman of the Board | | February 25, 2022 |
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| /s/ A. WILLIAM STEIN | | Chief Executive Officer and Director (Principal Executive Officer) | | February 25, 2022 |
| A. William Stein | | | | |
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| | By: | /s/ A. WILLIAM STEIN |
| | | A. William Stein Chief Executive Officer |
William Stein, Andrew P.
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| /s/ LAURENCE A. CHAPMAN | | Chairman of the Board | | February 25, 2022 |
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| /s/ A. WILLIAM STEIN | | Chief Executive Officer and Director (Principal Executive Officer) | | February 25, 2022 |
| A. William Stein | | | | |
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An excerpt. Shown here: 40 of 57 rewritten, 40 of 53 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.