Digital Realty Trust (DLR) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A71 rewritten43 added56 removed807 unchanged
All filing items1,229 rewritten968 added578 removed3,258 unchanged
Summary
counted, not written
- Item 1A lists 56 risk factor headings: 1 new, 2 reworded and 53 unchanged since FY2022. 3 headings from FY2022 no longer appear.
- Sentence by sentence, 968 added, 578 removed, 1,229 rewritten and 3,258 unchanged across 20 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (1)
- We and our third-party providers may be vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.Cybersecurity
Removed Item 1A headings (3)
- We may be vulnerable to breaches, or unauthorized access to, or disruption of our physical and information technology and operational technology infrastructure and systems.
- We may be unable to identify, including sourcing off-market deal flow, and complete acquisitions on favorable terms or at all.
- Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem.
Reworded Item 1A headings (2)
- [added: The interests of] Digital Realty Trust, Inc.’s
[removed: duty to its]stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. - Digital Realty Trust,
[removed: Inc.][added: Inc.’s Board of Directors] could [added: amend Digital Realty Trust, Inc.’s charter to] increase or decrease the number of authorized shares of stock and [added: Digital Realty Trust, Inc. could] issue stock without stockholder approval.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
71 rewritten, 43 added, 56 removed, 807 unchanged
Please refer to the section entitled “Forward-Looking Statements” starting on page [removed: 48.][added: 47.]
| | ● | [added: The interests of] Digital Realty Trust, Inc.’s [removed: duty to its] stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders. |
Our business depends on providing customers with highly reliable services, including with respect to power supply, physical [removed: security] [added: security, cybersecurity,] and maintenance of environmental conditions.
We may fail to provide such [removed: service as a result of numerous factors, including] [added: services because our operations are vulnerable to, among other things,] mechanical [added: or telecommunications] failure, power outage, human error, physical or electronic security breaches, [added: cyberattacks,] war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism.
Substantially all of our customer agreements include terms requiring us to meet certain service level [removed: commitments to our customers.][added: commitments.]
Any failure to meet these or other commitments or any equipment damage in our data [removed: centers, including as a result of mechanical failure, power outage, human error or other reasons,] [added: centers due to any reason] could subject us to [removed: liability under the terms of our customer agreements,] [added: contractual liability,] including service level credits against customer rent payments, [added: legal liability and] monetary damages, [added: regulatory sanctions,] or, in certain cases of repeated failures, the right by the customer to terminate the agreement.
[removed: Security breaches,] [added: Attacks, breaches] or [removed: disruption, of our] [added: disruptions to our,] or [removed: our customers’ physical] [added: any providers’] or [removed: information technology] [added: customers’, Information Systems] or [removed: operational technology infrastructure, networks and related management systems and] controls could result in, among other things, unauthorized access to our [removed: facilities, a breach of our and our] [added: or] customers’ [removed: networks and information technology infrastructure, the] [added: physical assets or Information Systems,] misappropriation of our or [removed: our] customers’ [added: sensitive] or [removed: their customers’] proprietary [removed: or confidential] information, [removed: interruptions or malfunctions in] [added: disruptions to] our or [removed: our] customers’ operations, [removed: delays or interruptions to our ability to meet customer needs, breach] [added: breaches] of [removed: our legal,] [added: legal and] regulatory [added: (e.g., privacy laws such as GDPR)] or contractual obligations, [removed: inability to access or rely upon critical business records or] [added: and/or] other [removed: disruptions in our operations.][added: operational and business impacts.]
[removed: Any breaches that may occur] [added: The foregoing] could expose us to [removed: increased risk of lawsuits,] material [removed: monetary damages, potential violations of applicable privacy and other laws,] [added: lawsuits, regulatory actions,] penalties [removed: and] [added: or] fines, [added: monetary damages,] loss of existing or potential customers, harm to our reputation and [added: significant] increases in our security and insurance costs, [removed: which could have a material] [added: and other] adverse [removed: effect] [added: effects] on our [removed: business, financial condition] [added: business] and [removed: results of operations.][added: results.]
Although our [removed: customers’] [added: customers maintain] computing equipment [removed: resides] in our [removed: buildings,] [added: facilities,] we generally do not have access to, nor [removed: do we have] knowledge of, what applications [removed: and] [added: or] data are [removed: being housed and] [added: stored or] processed on [removed: their] [added: such] equipment.
[removed: In certain instances,] [added: For some customers,] we provide digital infrastructure and [removed: platforms as a service to our customers,] [added: platforms-as-a-service,] which increases the risk of [removed: loss of] [added: compromise to customer] data, and [added: we] have [removed: recently expanded] [added: been expanding] these aspects of our business.
Difficulties in implementing [removed: new or upgraded information or operational technology systems] [added: new, upgraded, and/or acquired Information Systems] or significant [removed: system failures or delays] [added: failures, delays,] or [removed: the failure] [added: other inability] to [removed: successfully] modify [removed: our systems] and respond to changes in our [added: or our customers’] business [added: and cybersecurity] needs could adversely affect our [removed: business and results of operations.][added: results.]
As of December 31, [removed: 2022,] [added: 2023,] the 20 largest customers in our portfolio represented approximately 50% of the total annualized recurring revenue generated by our properties.
Our top three customers represented approximately [removed: 17%] [added: 21%] of the total annualized recurring revenue generated by our properties as of December 31, [removed: 2022.][added: 2023.]
In addition, [removed: 33] [added: 32] of our [removed: 316] [added: 309] data centers are occupied by single customers, including data centers occupied solely by our top three customers.
As of February [removed: 21, 2023,] [added: 23, 2024,] we had no material customers in bankruptcy.
At December 31, [removed: 2022,] [added: 2023,] we owned approximately [removed: 9.2] [added: 8.5] million square feet of space under active development and approximately [removed: 3.4] [added: 4.1] million square feet of space held for future development.
In addition, as of December 31, [removed: 2022,] [added: 2023,] customer agreements representing [removed: 23.4%] [added: 22.8%] 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: 2024,] [added: 2025,] and an additional [removed: 16.0%] [added: 19.7%] of the net rentable square footage, excluding space held for development, was available to be leased.
As of December 31, [removed: 2022,] [added: 2023,] our portfolio, including the [removed: 59] [added: 67] data centers held as investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas:
| Northern Virginia | | [removed: 18.3] [added: 17.3] | % |
| New York | [added: ] | [removed: 5.8] [added: 4.8] | % |
| Silicon Valley | [removed: ] | [removed: 5.4] [added: 4.6] | % |
| Phoenix | [added: ] | 1.8 | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] was approximately [removed: $117.3] [added: $105.3] million. |
We have experienced delays in construction activity in [removed: our] [added: certain] markets [removed: due to government restrictions in specific locations and] as a result of the availability of labor, and these delays have impacted and are continuing to impact some of our anticipated deliveries to our customers.
We may continue to experience delays in construction [removed: activity, even after government restrictions are eased and construction labor becomes more readily available,] [added: activity] due to increased safety protocols implemented in response to the COVID-19 pandemic.
We cannot predict the full extent of the impact that the [removed: COVID-19 pandemic] [added: epidemics, pandemics and other global events] will have on our customers, suppliers and other business partners; however, any material effect on these parties could adversely impact us, our future financial condition, results of operations and cash flows.
The full extent to which [removed: the COVID-19 pandemic] [added: epidemics, pandemics] and the various responses to [removed: it impacts] [added: such events impact] our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of [removed: the pandemic;] [added: such event;] governmental, business and individuals’ actions that have been and continue to be taken in response to [removed: the pandemic;] [added: such event;] the availability of and cost to access the capital markets; the effect on our customers and customer demand for and ability to pay for our services; the impact on our development projects; and disruptions or restrictions on our employees’ ability to work and travel.
These leased buildings accounted for approximately [removed: 16%] [added: 15%] of our total revenue for the year ended December 31, [removed: 2022.][added: 2023.]
We rely on third parties to provide the [removed: equipment and] [added: equipment,] materials [added: and services] needed for our construction and development needs.
Our global supply chain and development activities could be impacted by disruptions, such as political events, international trade disputes, war, terrorism, natural disasters, public health issues, industrial accidents, pandemics and other business interruptions, which could impact our ability to meet delivery timelines, including delivery timelines to our [removed: customers, and lead to delays, reputational damage, potential penalties that we may be required to pay and potential terminations of agreements by our] customers.
Changes in the timing or [removed: costs] [added: cost] of procuring [removed: materials and] [added: materials,] equipment [added: and services] used in our construction and development [removed: programs, including vendor costs, or changes in our relationships with vendors,] [added: programs] could have an adverse effect on our results of operations.
During the [removed: COVID-19 pandemic,] [added: pandemic and its related and other ongoing global supply chain issues,] we have actively monitored our vendors and suppliers and remain in frequent communication with customers, contractors and suppliers.
We have proactively managed our supply chain, and we believe the [added: required] equipment [removed: needed] will [added: continue to] be delivered to complete our ongoing development activities.
Although to date, we have been able to manage through disruptions in our supply chain and procurement process due to the [removed: COVID-19 pandemic,] [added: pandemic and other global events,] continuing disruptions could have a material adverse impact on our business and financial condition.
However, the full extent and impact of [removed: the ongoing COVID-19 pandemic] [added: global supply chain constraints] on our future supply chain and procurement process cannot be reasonably estimated at this time and it could have a material adverse impact on our business and financial condition.
In addition, the ongoing military conflict between Russia and [removed: Ukraine has led] [added: Ukraine, as well as the conflict in the Middle East and other potential global conflicts, could lead] 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.
Additional potential sanctions and penalties have also been [removed: proposed] [added: implemented] and/or [removed: threatened.][added: threatened against Russia.]
Some of our data centers in Europe [removed: partially] [added: indirectly] rely on energy produced in-part from fossil [added: fuels, including fossil] fuels [removed: originating] [added: that may originate] from Russia, which Russia has reduced.
[added: We are also reliant on third parties to deliver additional power capacity to support the growth of our business] If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business.
Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as [removed: coal, oil or] natural [removed: gas.][added: gas, coal or nuclear.]
| | ● | We and our third-party providers may be vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results. |
Service interruptions, equipment failures or security breaches could also materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract customers in the future.
We and our third-party providers may be vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.
We rely on computer systems, hardware, software, online sites and networks, as well as physical, digital and operational technology infrastructure to support our internal and external operations (collectively, “Information Systems”).
We own, operate, and manage complex, global Information Systems and also rely on third-party providers for a range of Information Systems and other products and services, such as cloud computing.
We face evolving risks that threaten the confidentiality, integrity, and availability of Information Systems and data, including from state-sponsored espionage actors, financially motivated hackers, hacktivists and insiders, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), human or technological error, or due to “bugs,” misconfigurations and known and unknown vulnerabilities in hardware, software, systems and processes that support our business.
We regularly experience cyberattacks and security incidents, and we expect such attacks and incidents to continue in the future.
For example, we frequently face sophisticated phishing campaigns designed to install malicious software on our network.
While to date no attacks or incidents have materially impacted us, we cannot guarantee that material incidents will not occur in the future.
There can also be no assurance that our cybersecurity risk management processes will be fully implemented as currently anticipated, complied with or effective in protecting our or our customers’ Information Systems and data, particularly because threat actors are increasingly sophisticated and using tools such as artificial intelligence that circumvent controls and evade detection, making mitigation and recovery challenging and uncertain.
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters.
For example, as we disclosed in our Quarterly Report on Form 10-Q filed on November 9, 2023, the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) is conducting an investigation into the adequacy of our disclosures of cybersecurity risks and our related disclosure controls and procedures.
We are cooperating with the SEC and are not aware of any cybersecurity issue or event that caused the Staff to open this matter.
Responding to an investigation of this type can be costly and time-consuming.
While we are unable to predict the likely outcome of this matter or the potential cost or exposure or duration of the process, based on the information we currently possess, we do not expect the total potential cost to be material to our financial condition.
If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil monetary penalties and injunctive relief, and/or file litigation against the Company.
We have made, and expect to continue to make, investments to update and modernize both existing and newly acquired Information Systems.
We have ongoing acquisitions and investment activity, including through the formation of joint ventures.
For example, we have acquired and invested in, and continue to acquire and invest in, businesses and operations (including joint ventures) around the world, including in new regions with complex and evolving regulatory frameworks and differing risk profiles, and including in and with companies that have cybersecurity vulnerabilities and security measures which may be less robust than our existing Information Systems, which increases our cybersecurity risks.
In addition, transitioning to new or upgraded Information Systems, and integrating acquired Information Systems and data, creates challenges, causes disruption to current processes, governance and structures, and can increase our cybersecurity vulnerabilities and costs to mitigate and remediate such vulnerabilities.
Further, cybersecurity governance with respect to our joint ventures may be more complex due to the necessary interactions and oversight of multiple joint venture partners and their respective governing bodies.
| | | December 31, 2023 | |
| Chicago | | 8.1 | % |
| Frankfurt | | 6.4 | % |
| London | | 5.2 | % |
| Singapore | | 5.0 | % |
| Dallas | | 4.9 | % |
| Amsterdam | | 4.3 | % |
| Johannesburg | | 2.7 | % |
| Paris | | 2.7 | % |
| Portland | | 2.6 | % |
| Tokyo | | 2.0 | % |
| Other | | 23.4 | % |
These disruptions could also lead to delays, reputational damage, potential penalties that we may be required to pay and potential terminations of agreements by our customers.
Over the past few years, and particularly during the last 12 months, we have completed a number of new joint ventures, including our first development joint ventures, and such investments may increase the risks described herein.
We have a Global Revolving Credit Facility and the Yen Revolving Credit Facility, which provide for borrowings of up to $3.9 billion (including approximately $0.2 billion available to be drawn on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2023.
Our derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract.
Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of their derivative contract and we may not be able to realize the benefit of the derivative contract.
Furthermore, we own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code, or a subsidiary REIT.
| --- | --- | --- |
| | ● | We may be vulnerable to breaches, or unauthorized access to, or disruption of our physical and information technology and operational technology infrastructure and systems. |
| | ● | We may be unable to identify, including sourcing off-market deal flow, and complete acquisitions on favorable terms or at all. |
| | ● | Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem. |
Our systems may be susceptible to damage, interference, or interruption from modifications or upgrades, power loss, telecommunications failures, computer viruses, ransomware attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems.
Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or equipment damage.
Service interruptions, equipment failures or security breaches may also expose us to additional legal liability and monetary damages and damage our brand and reputation, and could cause our customers to terminate or not renew their agreements.
In addition, we may be unable to attract new customers if we have a reputation for service disruptions, equipment failures or physical or electronic security breaches in our data centers.
Any such failures could materially adversely affect our business, financial condition and results of operations.
We may be vulnerable to breaches, or unauthorized access to, or disruption of our physical and information technology and operational technology infrastructure and systems.
We may be required to expend significant financial resources to protect against or to remediate such security breaches.
We may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented.
In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data.
Further, the regulatory framework around data custody, data privacy and breaches varies by jurisdiction and is an evolving area of law.
For example, the EU General Data Protection Regulation (GDPR), and any subsequent amended versions of it, and similar regulations that apply to our business globally may have significant impact on our compliance frameworks and operations.
If we fail to comply with these various regulations, we may have to pay fines or damages.
We may not be able to limit our liability or damages in the event of such a loss.
We have made, and continue to make, investments to update and modernize our information technology systems and expect such investments to continue in order to meet our business needs, including for ongoing improvements for our customer experience.
Additionally, as part of our global platform strategy, we have acquired and invested in, and continue to acquire and invest in, businesses and operations globally, including in new regions with complex and evolving regulatory frameworks and different risk profiles.
Transitioning to new or upgraded systems, and integrating acquired networks and data, can create difficulties, including potential disruptions to current processes and cybersecurity complexities.
In addition, our information technology systems may require further modification as we grow and as our business needs change, which could prolong difficulties we experience with such transitions and integrations.
Such significant investments in our systems may take longer to deploy and cost more than originally planned.
In addition, we may not realize the full benefits we hoped to achieve, and we may need to expend significant attention, time and resources to correct problems or find alternative sources for performing various functions.
| | | December 31, 2022 | |
| Chicago | | 8.4 | % |
| London | | 5.9 | % |
| Frankfurt | | 5.4 | % |
| Dallas | | 5.4 | % |
| Singapore | | 5.2 | % |
| Amsterdam | | 3.8 | % |
| Johannesburg | | 2.5 | % |
| Paris | | 2.2 | % |
| San Francisco | | 1.7 | % |
| Portland | | 1.7 | % |
| Other | | 22.3 | % |
We may be unable to identify, including sourcing off-market deal flow, and complete acquisitions on favorable terms or at all.
A component of our growth strategy is to continue to acquire additional data centers, and we continually evaluate the market of available properties and businesses and may acquire additional properties or businesses when opportunities exist.
To date, a substantial portion of our acquisitions were completed before they were widely marketed by real estate brokers, or “off-market.” Properties that are acquired off-market are typically more attractive to us as a purchaser because of the absence of competitive bidding, which could potentially lead to higher prices.
We obtain access to off-market deal flow from numerous sources.
If we cannot obtain off-market deal flow in the future, our ability to identify and acquire additional properties at attractive prices could be adversely affected.
An excerpt. Shown here: 40 of 71 rewritten, 40 of 43 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
184 rewritten, 158 added, 106 removed, 351 unchanged
A discussion regarding our financial condition and results of operations for [removed: 2022] [added: 2023] as compared to [removed: 2021] [added: 2022] is presented herein.
Information on [removed: 2020] [added: 2021] 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: 2020] [added: 2021] and results of operations for [removed: 2020] [added: 2021] – and also [removed: 2020] [added: 2021] as compared to [removed: 2021] [added: 2022] – can be found under Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on [removed: form] [added: Form] 10-K for the fiscal year ended [removed: 2021,] [added: December 31, 2022,] filed with the SEC on February [removed: 25, 2022.][added: 27, 2023.]
Our goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted EBITDA ratio [removed: of] [added: around] 5.5x, 2) a fixed charge coverage of greater than three times, and 3) floating rate debt at less than 20% of total outstanding debt.
Summary of [removed: 2022] [added: 2023] Significant Activities
_We completed the following significant activities in [removed: 2022] [added: 2023] as described in the Notes to the Consolidated Financial Statements:_
[removed: | | ● | In July,] [added: On July 26, 2023,] we [removed: partially] [added: fully] settled the [removed: September 2021] forward sale agreements by issuing approximately [removed: 2.7] [added: 3.5] million shares, resulting in proceeds of approximately [removed: $400.0] [added: $336] million. [removed: |]
[removed: | | ● |] In [removed: August,] [added: August 2022,] we sold a non-core building in Dallas for net proceeds of [added: approximately] $203 million resulting in a net gain on sale of [added: approximately] $174 million. [removed: |]
A summary of our data center portfolio and related square feet [added: (in thousands)] occupied (excluding space under development or held for development) is shown below.
| | | As of December 31, [removed: 2022] [added: 2023] | | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | |
| Non-Managed Unconsolidated Portfolio | | [removed: 41] [added: 45] | [removed: 3,100] [added: 3,641] | [removed: 526] [added: 571] | [removed: 1,915] [added: 2,246] | [removed: 87.05] [added: 85.3] | % | | [removed: 34] [added: 41] | [removed: 2,565] [added: 3,100] | [removed: 931] [added: 526] | [removed: 1,591] [added: 1,915] | [removed: 86.0] [added: 87.1] | % |
| (2) | Space under active development includes current base building and data center projects in [removed: progress,] [added: progress] and excludes space held for development. For additional information on the current and future investment for space under active development, see “Liquidity and Capital [removed: Resources—Operating Partnership—Development] [added: Resources—Development] Projects”. |
| (3) | Space held for development includes space held for future data center [removed: development,] [added: development] and excludes space under active development. For additional information on the current investment for space held for development, see “Liquidity and Capital [removed: Resources—Operating Partnership—Development] [added: Resources—Development] Projects”. |
As of December 31, [removed: 2022,] [added: 2023,] our average remaining lease term was approximately five years.
The subsequent table summarizes our leasing activity in the year ended December 31, [removed: 2022] [added: 2023] (square feet [removed: amount] in thousands):
| (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 period [removed: presented.] [added: December 31, 2023.] |
| (4) | Commencement dates for the leases signed range from [removed: 2022] [added: 2023] to [removed: 2023.] [added: 2024.] |
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 renewed data center leases for [removed: 2023] [added: 2024] expirations to be positive as compared with the rates currently being paid for the same space on a GAAP basis and on a cash basis.
The following table shows the geographic concentration [removed: of] [added: based on] annualized rent from our portfolio, including data centers held as investments in unconsolidated entities.
| [added: Development Lifecycle |] | [added: As of December 31, 2023 | | | | | | | | | |] | [removed: December] [added: As of December] 31, 2022 | | [added: | | | | | | | |]
| Northern Virginia | | [removed: 18.3] [added: 17.3] | % |
| New York | [added: ] | [removed: 5.8] [added: 4.8] | % |
| Silicon Valley | [removed: ] | [removed: 5.4] [added: 4.6] | % |
| Phoenix | [added: ] | 1.8 | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of [removed: December 31, 2022] [added: the end of the period presented] 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: 2022] [added: 2023] was approximately [removed: $117.3] [added: $105.3] million. |
Equity in earnings of unconsolidated entities, gain on disposition of properties, interest expense, and income tax expense make up the majority of [removed: other income/(expense).][added: Other income/(expenses).]
Our second-largest equity-method investment is Digital Core REIT, which is publicly traded on the Singapore Exchange (“SGX”) and which owns a portfolio of [removed: 11] [added: 12] properties operating in the United States, [removed: Canada] [added: Canada, Germany] and [removed: Germany.][added: Japan.]
A roll forward showing changes in the stabilized and non-stabilized portfolios for the year ended December 31, [removed: 2022] [added: 2023] as compared to December 31, [removed: 2021] [added: 2022] is shown below (in thousands).
| New development and space reconfigurations | | [removed: 35] [added: (17)] | | [removed: 1,357] [added: 2,399] | | [removed: 1,393] [added: 2,382] |
Comparison of the Year Ended December 31, [removed: 2022] [added: 2023] to the Year Ended December 31, [removed: 2021][added: 2022]
| | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | $ Change | | [added: ] | % Change | |
| Fee income and other | | | [removed: 29,151] [added: 46,888] | | | [removed: 32,843] [added: 29,151] | | [added: ] | [removed: (3,692)] [added: 17,737] | [added: ] | [removed: (11.2)] [added: 60.8] | % |
[removed: Total operating revenues] [added: Non-stabilized rental and other services revenue] increased [removed: by approximately $264.0] [added: $254.3] million for the year ended December 31, [removed: 2022] [added: 2023,] compared to the same period in [removed: 2021] [added: 2022,] driven primarily [removed: by growth in non-stabilized rental and other services revenue.][added: by:]
[removed: Non-stabilized] [added: Stabilized] rental and other services revenue increased [removed: $313.1] [added: by $513.2] million for the year ended December 31, [removed: 2022,] [added: 2023] compared to the same period in [removed: 2021, driven] [added: 2022] primarily [removed: by:][added: due to an increase of:]
| | (ii) | [removed: $71.4] [added: $140.5] million generated as a result of [added: the] Teraco acquisition in August 2022; [added: and] |
| | (iii) | offset by a [removed: $126.7 million] decrease [removed: from the impact] of [added: $129.8 million related to] properties sold [removed: in 2021] and [added: contributed after December 31,] 2022. |
| | | Year Ended December 31, | | | | | | | | | | | [added: |]
| | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | $ Change | | | % Change | | [added: |]
| Total Rental property operating and maintenance (excluding utilities) | | | [removed: 820,746] [added: 909,830] | | | [removed: 785,931] [added: 820,747] | | | [removed: 34,815] [added: 89,083] | | [removed: 4.4] [added: 10.9] | % | [added: |]
| | ● | In 2023, we closed on the sale of three non-core assets for gross proceeds of approximately $341 million resulting in a net gain on sale in the aggregate of approximately $87 million. The assets and liabilities sold were not representative of a significant component of our portfolio nor did the sale represent a significant shift in our strategy. |
| | ● | In 2023, we generated net proceeds of approximately $2.2 billion from the issuance of approximately 20.0 million shares of common stock under our ATM program. |
| | ● | In July 2023, we formed a joint venture with GI Partners, and GI Partners acquired a 65% interest in two stabilized hyperscale data center buildings in the Chicago metro area that we contributed. We received approximately $0.7 billion of gross proceeds from the contribution of our data centers to the joint venture and the associated financing and retained a 35% interest in the joint venture. As a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $238 million. We also granted GI Partners an option to purchase an interest in the third facility on the same hyperscale data center campus in Chicago. In addition, GI Partners has a call option to increase their ownership interest in the joint venture from 65% to 80%. The call option top-up election notice was delivered to the Company on December 21, 2023. On January 12, 2024, GI Partners made an additional cash capital contribution in the amount of $68 million, resulting in an additional 15% ownership in the joint venture. Currently, GI Partners has an 80% interest in the joint venture, and we have retained a 20% interest. We perform the day-to-day accounting and property management functions for the joint venture and, as such, will earn a management fee. |
| | ● | In July 2023, we formed a joint venture with TPG Real Estate, and TPG Real Estate acquired an 80% interest in three stabilized hyperscale data center buildings in Northern Virginia that we contributed. We received approximately $1.4 billion of gross proceeds from the contribution of our data centers to the joint venture and the associated financing and retained a 20% interest in the joint venture. As a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $576 million. We perform the day-to-day accounting and property management functions for the joint venture and, as such, will earn a management fee. |
| | ● | In November 2023, we formed a joint venture with Realty Income to support the development of two data centers in Northern Virginia. The facilities were 100% pre-leased prior to construction. We contributed the two data center buildings at a purchase price of $185 million, which represented costs spent through November 10, 2023, to the new joint venture. We received approximately $148 million of gross proceeds from the contribution of our data centers to the joint venture and retained a 20% interest in the joint venture. Realty Income contributed such cash to the joint venture in exchange for an 80% interest in the joint venture. Each partner will fund its pro rata share of the remaining $150 million estimated development cost for the first phase of the project, which is slated for completion in mid-2024. We perform the day-to-day accounting and property management functions for the joint venture and, as such, will earn a management fee. |
| North America | | 107 | 20,150 | 2,590 | 1,335 | 83.8 | % | | 119 | 21,894 | 3,165 | 1,110 | 86.3 | % |
| Europe | | 112 | 8,873 | 3,291 | 319 | 75.8 | % | | 114 | 7,936 | 4,261 | 226 | 79.3 | % |
| Asia Pacific | | 11 | 1,652 | 73 | 207 | 76.7 | % | | 12 | 1,653 | 421 | 88 | 75.9 | % |
| Africa | | 12 | 1,528 | 1,581 | 23 | 71.0 | % | | 12 | 1,184 | 873 | 12 | 70.2 | % |
| Consolidated Portfolio | | 242 | 32,203 | 7,535 | 1,884 | 79.8 | % | | 257 | 32,667 | 8,720 | 1,436 | 83.5 | % |
| Managed Unconsolidated Portfolio | | 22 | 3,843 | 364 | — | 93.7 | % | | 18 | 2,389 | — | — | 98.4 | % |
| Total Portfolio | | 309 | 39,688 | 8,470 | 4,130 | 81.7 | % | | 316 | 38,156 | 9,246 | 3,351 | 84.7 | % |
| 0 — 1 MW | | 2,017 | | $ | 242 | | $ | 256 | | 5.7 | % | | $ | 1 | | 1.6 |
| \> 1 MW | | 1,299 | | $ | 126 | | $ | 152 | | 21.0 | % | | $ | 2 | | 4.5 |
| Other (6) | | 459 | | $ | 31 | | $ | 48 | | 55.5 | % | | $ | 6 | | 5.1 |
| 0 — 1 MW | | 616 | | | — | | $ | 246 | | — | | | $ | 9 | | 4.3 |
| \> 1 MW | | 1,614 | | | — | | $ | 155 | | — | | | $ | 1 | | 13.0 |
| Other (6) | | 90 | | | — | | $ | 61 | | — | | | $ | 15 | | 6.0 |
| 0 — 1 MW | | 2,633 | | | | | $ | 254 | | | | | | | | |
| \> 1 MW | | 2,913 | | | | | $ | 154 | | | | | | | | |
| Other (6) | | 549 | | | | | $ | 50 | | | | | | | | |
| | | December 31, 2023 | |
| Chicago | | 8.1 | % |
| Frankfurt | | 6.4 | % |
| London | | 5.2 | % |
| Singapore | | 5.0 | % |
| Dallas | | 4.9 | % |
| Amsterdam | | 4.3 | % |
| Johannesburg | | 2.7 | % |
| Paris | | 2.7 | % |
| Portland | | 2.6 | % |
| Tokyo | | 2.0 | % |
| Other | | 23.4 | % |
| Transfers to stabilized from non-stabilized | | 2,368 | | (2,368) | | — |
| Transfers to non-stabilized from stabilized | | (661) | | 591 | | (70) |
| Dispositions / Sales | | (2,250) | | (526) | | (2,776) |
| As of December 31, 2023 | | 22,600 | | 9,603 | | 32,203 |
| Stabilized | | $ | 4,072,793 | | $ | 3,559,571 | | $ | 513,222 | | 14.4 | % |
| Non-Stabilized | | | 1,357,380 | | | 1,103,112 | | | 254,268 | | 23.1 | % |
| Rental and other services | | | 5,430,173 | | | 4,662,683 | | | 767,490 | | 16.5 | % |
| | ● | In January, we issued and sold €750.0 million aggregate principal amount of 1.375% Guaranteed Notes due 2032 (the “2032 Notes”). The 2032 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 were approximately €737.5 million (approximately $835.3 million based on the exchange rate on January 18, 2022) after deducting managers’ discounts and estimated offering expenses. |
| | ● | In February, we redeemed $450.0 million of 4.750% Notes due 2025. As part of this redemption, we recorded a $51.1 million loss on extinguishment of debt. |
| | ● | 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 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 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 | % |
| 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 | % |
| Paris | | 2.2 | % |
| San Francisco | | 1.7 | % |
| Portland | | 1.7 | % |
| Other | | 22.3 | % |
| As of December 31, 2021 | | 17,095 | | 13,587 | | 30,682 |
| Transfers to stabilized from nonstabilized | | 6,719 | | (6,724) | | (5) |
| Transfers to nonstabilized from stabilized | | (302) | | 90 | | (212) |
An excerpt. Shown here: 40 of 184 rewritten, 40 of 158 added and 40 of 106 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14 rewritten, 1 added, 0 removed, 25 unchanged
As of December 31, [removed: 2022,] [added: 2023,] our consolidated debt was as follows (in millions):
| Fixed rate debt | | $ | [removed: 13,363.8] [added: 12,102.3] | | $ | [removed: 9,292.0] [added: 11,000.8] |
| Variable rate debt subject to interest rate swaps | | | [removed: 157.3] [added: 2,855.6] | | | [removed: 157.3] [added: 2,855.6] |
| Total fixed rate debt (including interest rate swaps) | | | [removed: 13,521.1] [added: 14,957.9] | | | [removed: 9,449.3] [added: 13,856.5] |
| Variable rate debt | | | [removed: 3,202.8] [added: 2,579.7] | | | [removed: 3,202.8] [added: 2,579.7] |
| Total outstanding debt | | $ | [removed: 16,723.9] [added: 17,537.7] | | $ | [removed: 12,652.1] [added: 16,436.2] |
The following table shows the [removed: effects] [added: effect] if assumed changes in interest rates occurred, based on fair values and interest expense as of December 31, [removed: 2022:][added: 2023:]
| Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates | | $ | [removed: (0.2)] [added: 4.1] |
| Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates | | | [removed: 0.2] [added: (4.2)] |
| 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: 11.9] [added: 11.1] |
| Decrease in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% decrease in interest rates | | | [removed: (11.9)] [added: (11.1)] |
| Increase in fair value of fixed rate debt following a 10% decrease in interest rates | | | [removed: 210.9] [added: 2,386.7] |
| Decrease in fair value of fixed rate debt following a 10% increase in interest rates | | | [removed: (201.0)] [added: (2,839.3)] |
Our primary currency exposures are to the Euro, Japanese yen, British pound sterling, Singapore [removed: dollar and] [added: dollar,] South African [removed: rand.][added: rand and Brazilian real.]
We also utilize cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries.
Item 1. BUSINESS
72 rewritten, 18 added, 35 removed, 312 unchanged
Digital Realty Trust, [removed: Inc. (the “Parent”),] [added: Inc.,] through its controlling interest in Digital Realty Trust, L.P. [removed: (the “Operating Partnership” or the “OP”)] and the subsidiaries of the Operating Partnership, [removed: (collectively, “we”, “our”, “us” or the “Company”)] is a leading global provider of data center, colocation and interconnection solutions for customers across a variety of industry verticals.
As of December 31, [removed: 2022,] [added: 2023,] our portfolio consisted of [removed: 316] [added: 309] data centers (including [removed: 59] [added: 67] data centers held as investments in unconsolidated entities), of which [removed: 132] [added: 124] are located in the United States, [removed: 114] [added: 112] are located in Europe, [removed: 34] [added: 36] are located in Latin America, 14 are located in Africa, [removed: 13] [added: 14] are located in Asia, six are located in Australia and three are located in Canada.
We believe that enterprise decisionmakers will need to increasingly consider [removed: the impact of] how Data Gravity impacts their enterprise IT architectures and, accordingly, we have developed the Data Gravity Index: a global forecast that measures the intensity and gravitational force of enterprise data growth.
At December 31, [removed: 2022,] [added: 2023,] we owned or had investments in properties, on a wholly-owned basis or through unconsolidated entities, in the following geographies:
[removed: ][added: ]
[removed: Our] [added: As of December 31, 2023, our] portfolio contained a total of approximately [removed: 50.8] [added: 52.3] million rentable square feet including approximately [removed: 9.2] [added: 8.5] million square feet of space under active development and [removed: 3.4] [added: 4.1] million square feet of space held for development.
[removed: The 59] [added: As of December 31, 2023, the 67] data centers held as investments in unconsolidated entities had an aggregate of approximately [removed: 38.2] [added: 10.7] million rentable square [removed: feet.][added: feet, and the 32 parcels of developable land we owned comprised approximately 743 acres.]
As of December 31, [removed: 2022,] [added: 2023,] our portfolio, including the [removed: 59] [added: 67] data centers held as investments in unconsolidated entities, was approximately [removed: 84.7%] [added: 81.7%] leased.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 49] [added: 40] projects underway in [removed: 26] [added: 25] metropolitan areas around the world, and [removed: 58.5%] [added: 53.5%] percent of this data center activity [removed: is] [added: was] pre-leased.
Our data centers and comprehensive suite of product offerings are scalable to meet our customers’ needs, from a single [removed: rack or] cabinet up to multi-megawatt deployments, along with connectivity, connected data communities and solutions to support their [removed: hybrid cloud] architecture requirements.
Our Critical Facilities Management® services and team of [removed: technical] engineers and data center operations experts provide 24/7 support for these mission-critical facilities.
PlatformDIGITAL® Solution Model. The PlatformDIGITAL® solution model is based on our [added: patented] Pervasive Data Center Architecture (PDx®) [removed: strategy,] [added: methodology,] 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.
| Data Hub | | Localizes data aggregation, staging, analytics, streaming and data management to optimize data exchange [added: and Private AI workloads] |
The PlatformDIGITAL® solution model is available in our colocation and [removed: Turn-Key Flex®] [added: scale] data centers, which are move-in ready, physically secure facilities with the [removed: power and] [added: power,] cooling [added: and interconnection] capabilities to support customers requiring a [removed: single rack] [added: cabinet, cage, suite] or [removed: cabinet up to multi-megawatt deployments.][added: entire hall.]
Through product offerings such as our ServiceFabric™ and [removed: Interxion Cloud Connect and] partnerships with cloud service providers, we can support our customers’ hybrid cloud architecture requirements.
We have more than [removed: 4,000] [added: 5,000] customers, and no single customer represented more than approximately [removed: 10.2%] [added: 10.9%] of the aggregate annualized recurring revenue of our portfolio as of December 31, [removed: 2022.][added: 2023.]
Global Customer Base across a Wide Variety of Industry Sectors. We use our in-depth knowledge of requirements for [removed: and] trends impacting cloud and information technology service providers, content providers, network and communications providers, and other data center users, including enterprise customers, to market our data centers to meet these customers’ specific technology needs.
Our largest [removed: customer,] [added: customer] accounted for approximately [removed: 10.2%] [added: 10.9%] of our aggregate annualized recurring revenue as of December 31, [removed: 2022.][added: 2023.]
No other single customer accounted for more than approximately [removed: 3.6%] [added: 5.5%] of the aggregate annualized recurring revenue of our portfolio.
Utilizing our innovative modular data center design, we deliver what we believe to be a technically superior data center environment at significant cost savings and reduced [removed: timeframes.][added: time frames.]
We also maintain minimum stock ownership requirements for our senior management team and directors, further aligning their interests with those of external stockholders, as well as an employee stock purchase plan, which encourages our employees to [removed: increase their] [added: have] ownership in the Company.
Our goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted EBITDA ratio [removed: of] [added: around] 5.5x, 2) a fixed charge coverage of greater than three times, and 3) floating rate debt at less than 20% of total outstanding debt.
Since Digital Realty Trust, Inc.’s initial public offering in 2004, we have raised approximately [removed: $59] [added: $65] billion of capital through common (excluding forward contracts), preferred and convertible preferred equity offerings, exchangeable debt offerings, non-exchangeable bond offerings, our [removed: global revolving credit facilities,] [added: Global Revolving Credit Facilities,] our term loan facilities, a senior notes shelf facility, secured mortgage financings and re-financings, joint venture partnerships and the sale of non-core assets.
With our [removed: recent] acquisitions, which 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 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.
Industry collaboration includes engagements with industry associations, IT industry analysts, venture capitalists, technology incubators, technology service providers, telecommunications providers, systems integrators and large multi-national companies across segments including manufacturing, transportation [removed: &] [added: and] logistics, financial services, healthcare, pharmaceutical and digital media.
These relationships help us forge new product capabilities, inform investment decisions, develop new routes to market and create differentiated value for customers and drive long-term growth and yield for [removed: shareholders.][added: stockholders.]
In [removed: 2022,] [added: 2023,] for the [removed: sixth] [added: seventh] consecutive year, we received the Nareit “Leader in the Light” award for data centers, recognizing our sustainability and energy-efficiency achievements.
In [removed: 2022,] [added: 2023,] we allocated [removed: €753 million] [added: approximately €1.7 billion] in net proceeds from our green bonds to green buildings, energy efficiency improvements, and renewable energy.
The Real Estate Sustainability Accounting Standard guidance, issued by the Sustainability Accounting Standards [removed: Board (“SASB”),] [added: Board,] outlines proposed disclosure topics and accounting metrics for the real estate industry.
_a) [removed: 2021] [added: 2022] Energy Data_ (1)
| | (1) | The most recent full year for which energy data is available is [removed: 2021.] [added: 2022.] The scope of data coverage includes managed and non-managed assets. In [removed: 2021,] [added: 2022,] 99% of the Company’s portfolio consisted of data center space along with limited accessory uses, predominantly office space. These secondary space types are not broken out by subsector. |
| | (4) | Scope of data is aligned with the [removed: 2021] [added: 2022] GRESB Real Estate Assessment Reference Guide (“Like-for-like Comparison”). |
We seek to certify new construction and major redevelopment projects in accordance with recognized sustainable building standards [removed: including, but not limited to,] [added: including] the [removed: US] [added: U.S.] Green Building Council LEED rating system and the BREEAM rating scheme.
Our data center space receiving third-party sustainable ratings in [removed: 2022] [added: 2023] totaled [removed: 753,400] [added: 1.3 million] square feet.
For existing buildings, we seek to benchmark 100% of [added: applicable] properties in ENERGY STAR Portfolio Manager and pursue EPA ENERGY STAR certification for eligible U.S. properties.
In [removed: 2022,] [added: 2023,] we achieved ENERGY STAR for Data Centers recognition for [removed: 27] [added: 31] data centers, representing [removed: 36%] [added: 39%] of our U.S. managed data center portfolio by square feet.
We may also certify certain properties outside the U.S. in accordance with [removed: regionally-recognized] [added: regionally recognized] energy performance rating standards, such as the NABERS rating scheme in Australia.
[removed: | | (1) | Excludes] [added: In total, 30% of our total global managed portfolio by square feet had an energy rating as of December 31, 2023, excluding] Powered Base [removed: Building] [added: Building®] space, space under active development, space held for development and non-managed assets. [removed: |]
We set annual power usage effectiveness [removed: (“PUE”)] targets for assets.
In [removed: 2021,] [added: 2022,] energy efficiency measures implemented totaled over [removed: 50,150] [added: 14,000] MWh in projected energy [removed: savings.][added: saving.]
PlatformDIGITAL® offers solutions for service providers and enterprises supporting their IT architecture requirements with features such as:
| 95% | 10,579,768 | 97% | 56% | 9% |
| | | | |
| | | | |
| 43704 Efficiency Drive | Ashburn | LEED (1) | Silver |
| 44540 Round Table Plaza | Ashburn | LEED (1) | Silver |
| 701 Union Boulevard | Totowa | LEED (1) | Gold |
| 908 Quality Way | Richardson | LEED (1) | Silver |
| 89% | 39% | 5,956 | 48% | 9% |
| | (4) | Scope of data is aligned with the 2022 GRESB Real Estate Assessment Reference Guide (“Like-for-like Comparison”). |
Climate Change Legislation
The Inflation Reduction Act, passed in 2022, commits funding to climate and energy programs but does not impose mandatory emissions reductions.
| EMEA | | 1,930 |
| Total | | 3,664 |
DEI@Digital’s ongoing mission is to support an environment where diverse voices can be heard, equity is championed, and everyone is included.
Additionally, it is intended to unlock innovation, enhance decision-making, attract top talent, and better serve our customers.
DEI@Digital has recently added Digital Circles which are employee-led groups based on shared experiences, identities, and interests.
Currently there are three Digital Circles—Parents of Neurodivergent Children, Pet Parents and Southeast Asian Employees.
[Index to Financial Statements](#INDEX_423931)
The 30 parcels of developable land we owned comprised approximately 842 acres.
| --- | --- | --- |
| Internet Exchange | | A common peering platform allowing participants to exchange network traffic with multiple ISPs, CDNs and other parties over a single port interface |
We provide each customer access to a choice of highly customized solutions based on their scale, colocation, and interconnection needs.
| --- | --- | --- | --- | --- |
| | | | | |
| 93% | 9,185,057 | 97% | 57% | 6% |
**
| 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 |
In total, 29% of our total global managed portfolio by square feet had an energy rating as of December 31, 2022.(1)
| 86% | 39% | 5,718 | 48% | 5% |
Management of Tenant Sustainability Impacts
_a) 2021 Tenant Sustainability_ (1)
| % of New Leases with Cost Recovery Clause for Efficiency Improvements (2) | | Leased Floor Area of New Leases with Cost Recovery Clause (Square Feet) | % of Total Leased Floor Area with Cost Recovery Clauses (3) | % of Leased Floor Area that is Separately Metered for Electricity Consumption (4) |
| 23% | | 327,536 | 46% | 78% |
| | (1) | The most recent full year for which tenant sustainability data is available is 2021. |
| | (2) | Data provided for new data center scale leases signed and excludes colocation and Powered Base Building agreements. |
| | (3) | Total leased floor area excludes non-managed unconsolidated entities, vacant space, space held for development, space under active development, Powered Base Building, colocation, and non-technical space. |
| | (4) | Excludes unconsolidated entities, vacant space, space held for development, space under active development, and non-technical space. Water use is predominantly driven by shared cooling infrastructure, common areas, and exterior landscape irrigation and is not separately metered. |
_b) Approach to measuring, incentivizing and improving sustainability impacts of tenants_
We seek to incorporate “green lease” language into agreements with new customers where energy is separately metered, and we endeavor to incorporate green lease language into renewals.
We launched our green lease program for applicable contract types to better align interests between landlord and tenants to incentivize energy and resource efficiency investments, share energy and water usage data, streamline renewable energy procurement and support sustainable building certifications.
_Climate change legislation._ In June 2009, the U.S. House of Representatives approved comprehensive clean energy and climate change legislation intended to cut greenhouse gas, or GHG, emissions, via a cap-and-trade program.
The U.S. Senate did not subsequently pass similar legislation.
In the absence of comprehensive federal climate change legislation (apart from the Inflation Reduction Act passed in 2022, which commits funding to climate and energy programs but does not impose mandatory emissions reductions), regulatory agencies, including the U.S. Environmental Protection Agency, or EPA, and states have taken the lead in regulating GHG emissions in the U.S. Under the Obama administration, from 2009 through 2016, the EPA moved aggressively to regulate GHG emissions from automobiles and large stationary sources, including electricity producers, using its authority under the Clean Air Act.
From 2017 through 2020, the Trump administration moved to eliminate or modify certain of the EPA’s GHG emissions regulations and refocus the EPA’s mission away from such regulation.
| Europe | | 1,728 |
| Total | | 3,412 |
The DEI Council is led by employees spanning various management levels and global regions with program support from our executive management team.
An excerpt. Shown here: 40 of 72 rewritten, all 18 added and all 35 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 1 unchanged
As of December 31, [removed: 2022,] [added: 2023,] 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
36 rewritten, 14 added, 0 removed, 138 unchanged
| | For the fiscal year ended December 31, [removed: 2022] [added: 2023] |
The aggregate market value of the common equity held by non-affiliates of Digital Realty Trust, Inc. as of June 30, [removed: 2022] [added: 2023] totaled approximately [removed: $37] [added: $34] 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: 2022.][added: 2023.]
The identification of 10% or greater stockholders as of June 30, [removed: 2022] [added: 2023] is based on Schedule 13G and amended Schedule 13G reports publicly filed before June 30, [removed: 2022.][added: 2023.]
| Class | | Outstanding at February 21, [removed: 2023] [added: 2024] | |
| Common Stock, $.01 par value per share | | [removed: 291,157,152] [added: 312,293,563] | |
Part III incorporates by reference portions of Digital Realty Trust, Inc.’s Proxy Statement for its [removed: 2023] [added: 2024] 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: 2022] [added: 2023] 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.
As of December 31, [removed: 2022,] [added: 2023,] the Parent owned an approximate [removed: 97.9%] [added: 98.0%] common general partnership interest in Digital Realty Trust, L.P. The remaining approximate [removed: 2.1%] [added: 2.0%] 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: 2022,] [added: 2023,] 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: 2022][added: 2023]
| [ITEM 1A.](#ITEM1ARISKFACTORS_532063) | [Risk Factors](#ITEM1ARISKFACTORS_532063) | | [removed: 17] [added: 16] |
| [ITEM 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | | [removed: 49] [added: 48] |
| [ITEM 2.](#ITEM2PROPERTIES_147193) | [Properties](#ITEM2PROPERTIES_147193) | | [removed: 49] [added: 50] |
| [ITEM 3.](#ITEM3LEGALPROCEEDINGS_800924) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_800924) | | [removed: 53] [added: 54] |
| [ITEM 4.](#ITEM4MINESAFETYDISCLOSURES_613413) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_613413) | | [removed: 53] [added: 54] |
| [PART II.](#PARTII_509762) | | | [removed: 53] [added: 54] |
| [ITEM 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | | [removed: 53] [added: 54] |
| [ITEM 6.](#ITEM6SELECTEDFINANCIALDATA_11711) | [removed: [Selected Financial Data](#ITEM6SELECTEDFINANCIALDATA_11711)] [added: Reserved[](#ITEM6SELECTEDFINANCIALDATA_11711)] | | [removed: 55] [added: 56] |
| [ITEM 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | | [removed: 56] [added: 57] |
| [ITEM 7A](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU). | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | | [removed: 77] [added: 80] |
| [ITEM 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | | [removed: 78] [added: 81] |
| [ITEM 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 154] [added: 157] |
| [ITEM 9A.](#ITEM9ACONTROLSANDPROCEDURES_158705) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_158705) | | [removed: 154] [added: 157] |
| [ITEM 9B.](#ITEM9BOTHERINFORMATION_255234) | [Other Information](#ITEM9BOTHERINFORMATION_255234) | | [removed: 155] [added: 158] |
| [ITEM 9C.](#ITEM9BOTHERINFORMATION_255234) | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | | [removed: 155] [added: 158] |
| [PART III.](#PARTIII_621743) | | | [removed: 156] [added: 159] |
| [ITEM 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 156] [added: 159] |
| [ITEM 11.](#ITEM11EXECUTIVECOMPENSATION_752022) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_752022) | | [removed: 156] [added: 159] |
| [ITEM 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 156] [added: 159] |
| [ITEM 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 156] [added: 159] |
| [ITEM 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 156] [added: 159] |
| [PART IV.](#PARTIV_827704) | | | [removed: 157] [added: 160] |
| [ITEM 15.](#ITEM15EXHIBITS_118949) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITS_118949) | | [removed: 157] [added: 160] |
| [ITEM 16.](#ITEM16FORM10KSUMMARY_242253) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_242253) | | [removed: 167] [added: 171] |
| [SIGNATURES](#SIGNATURES_181453) | | | [removed: 168] [added: 172] |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
| Digital Realty Trust, Inc. | ☐ |
| Digital Realty Trust, L.P. | ☐ |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
| | |
| --- | --- |
| Digital Realty Trust, Inc. | ☐ |
| Digital Realty Trust, L.P. | ☐ |
| | |
| --- | --- |
In this report, “Global Revolving Credit Facility” refers to our Operating Partnership’s $3.75 billion senior
unsecured revolving credit facility and global senior credit agreement; “Yen Revolving Credit Facility” refers to our Operating Partnership’s ¥33,285,000,000 (approximately $236 million based on exchange rates at December 31, 2023) senior unsecured revolving credit facility and Yen credit agreement; and “Global Revolving Credit Facilities” refer to our Global Revolving Credit Facility and our Yen Revolving Credit Facility, collectively.
| | | | |
| [ITEM 1C.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | [Cybersecurity](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_820186) | | 48 |
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 1 added, 0 removed, 1 unchanged
Item 1C. CYBERSECURITY
0 rewritten, 32 added, 0 removed, 0 unchanged
New section this year
Cybersecurity Risk Management and Strategy
We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our information systems.
We utilize the United States National Institute of Standards and Technology, Cybersecurity Framework (NIST CSF) in considering the design and in assessing our processes.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
We have integrated aspects of our cybersecurity risk management processes into our overall risk management program through, for example, common methodologies, reporting channels and governance processes that apply across the overall risk management program to other risk areas.
[Index to Financial Statements](#INDEX_423931)
Our cybersecurity risk management processes include, but are not limited to:
| | ● | independent maturity assessments designed to help identify significant cybersecurity risks to our IT environment and systems; |
| --- | --- | --- |
| | ● | a cyber resilience team jointly responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; |
| --- | --- | --- |
| | ● | the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; |
| --- | --- | --- |
| | ● | cybersecurity awareness training of our employees, incident response personnel, and senior management; |
| --- | --- | --- |
| | ● | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and |
| --- | --- | --- |
| | ● | a risk management process for service providers, suppliers, and vendors that aligns to our compliance requirements. |
| --- | --- | --- |
We have not identified risks from known cybersecurity threats as a result of any prior cybersecurity incidents that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
We face complex risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition_.
See “Risk Factors—We and our third-party providers may be vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.”_ There can be no assurance that our cybersecurity risk management processes, including our policies, controls or procedures, will be fully implemented as currently anticipated, complied with or effective in protecting our systems and information or in allowing us to recover from a cybersecurity incident.
Cybersecurity Governance
Our Board considers cybersecurity and other information technology risks as part of its risk management and compliance oversight function.
The Board oversees management’s implementation of our cybersecurity risk management processes and receives reports from management on our cybersecurity risks at least twice a year.
In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Board receives briefings from management on our cyber risk management processes, and it receives presentations on cybersecurity topics from our Chief Technology Officer, Chief Information Security Officer and Chief Information Officer, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Our management team has overall responsibility for assessing and managing material risks from cybersecurity threats, and for executing on our cybersecurity risk management processes.
Our Chief Technology Officer, Chief Information Officer and Chief Information Security Officer, among others, have decades of combined experience in areas such as information technology, compliance, and cybersecurity program design and management.
Additionally, certain leaders and personnel within the cybersecurity operations team hold industry certifications, such as Certified Information Systems Security Professional or Certified Information Security Manager.
Our management team works closely with our cybersecurity operations team to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT, Operational Technology (OT), and products and services environments.
[Index to Financial Statements](#INDEX_423931)
Item 2. PROPERTIES
33 rewritten, 95 added, 82 removed, 76 unchanged
The following table presents an overview of our portfolio of properties, including the [removed: 59] [added: 67] data centers held as investments in unconsolidated entities and developable land, based on information as of December 31, [removed: 2022] [added: 2023] (amounts in thousands).
“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: 2022.][added: 2023.]
| Silicon Valley | | [removed: 15] [added: 14] | | [removed: 1,590] [added: 1,524] | | — | | 131 | | [removed: 95.2] [added: 90.5] | % |
| Phoenix | | 2 | | 796 | | — | | — | | [removed: 70.0] [added: 71.0] | % |
| Seattle | | 1 | | 399 | | — | | — | | [removed: 79.0] [added: 77.8] | % |
| Boston | | 3 | | 437 | | — | | 51 | | [removed: 45.9] [added: 42.1] | % |
| Houston | | 6 | | 393 | | — | | 14 | | [removed: 61.6] [added: 63.9] | % |
| Miami | | 2 | | 226 | | — | | — | | [removed: 84.2] [added: 85.5] | % |
| Athens | | 4 | | 55 | | 159 | | — | | [removed: 87.1] [added: 92.8] | % |
| Singapore | | 3 | | 883 | | [removed: —] [added: 7] | | — | | [removed: 94.0] [added: 93.8] | % |
| Seoul | | 1 | | 162 | | — | | — | | [removed: 4.3] [added: 7.6] | % |
| Hong Kong | | 1 | | [removed: 99] [added: 186] | | [removed: 186] [added: —] | | — | | [removed: 0.6] [added: 59.1] | % |
| Maputo | | 1 | | [removed: 7] [added: 3] | | — | | — | | [removed: —] [added: 41.6] | % |
| Non-Data Center Properties | | [removed: —] [added: —] | [removed: ] [added: ] | [removed: 51] [added: 329] | [removed: ] [added: ] | — | [removed: ] [added: ] | [removed: 212] [added: 264] | [removed: ] [added: ] | [removed: 100.0] [added: —] | % |
| Silicon Valley | | [removed: 4] [added: 2] | | [removed: 414] [added: 142] | | — | | — | | 100.0 | % |
| Toronto | | 1 | | 104 | | — | | — | | [removed: 87.1] [added: 55.8] | % |
| Rio De Janeiro | | 2 | | [removed: 99] [added: 112] | | — | | — | | 100.0 | % |
The following table sets forth information regarding the 20 largest customers in our portfolio based on annualized recurring revenue as of December 31, [removed: 2022] [added: 2023] (dollar amounts in thousands).
| 1 | | Fortune 50 Software Company | | [removed: 65] [added: 71] | | $ | [removed: 370,954] [added: 418,935] | | [removed: 10.2] [added: 10.9] | % | | 8.2 |
| [removed: 6] [added: 8] | | Fortune 25 Investment Grade-Rated Company | | 29 | | | [removed: 111,130] [added: 76,737] | | [removed: 3.0] [added: 2.0] | % | | [removed: 3.9] [added: 2.8] |
| [removed: 8] [added: 7] | | LinkedIn Corporation | | [removed: 9] [added: 7] | | | [removed: 85,374] [added: 81,438] | | [removed: 2.3] [added: 2.1] | % | | [removed: 2.1] [added: 1.2] |
| [removed: 10] [added: 9] | | Fortune 25 Tech Company | | [removed: 49] [added: 53] | | | [removed: 65,285] [added: 69,304] | | 1.8 | % | | 3.6 |
| 11 | | Fortune 500 SaaS Provider | | [removed: 15] [added: 13] | | | [removed: 63,389] [added: 61,889] | | [removed: 1.7] [added: 1.6] | % | | [removed: 3.7] [added: 2.9] |
| [removed: 18] [added: 16] | | Comcast Corporation | | [removed: 39] [added: 41] | | | [removed: 40,821] [added: 40,436] | | 1.1 | % | | [removed: 5.0] [added: 4.1] |
| [removed: 19] [added: 15] | | AT&T | | [removed: 76] [added: 75] | | | [removed: 39,470] [added: 42,096] | | 1.1 | % | | 2.8 |
| | | Total / Weighted Average | | | | $ | [removed: 1,800,879] [added: 1,915,056] | | [removed: 49.3] [added: 49.9] | % | | 5.9 |
| (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: 2022] [added: 2023] 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: 8.9] [added: 8.5] million square feet of space under active development and approximately [removed: 3.3] [added: 4.1] million square feet of space held for development at December 31, [removed: 2022,] [added: 2023,] under lease as of December 31, [removed: 2022] [added: 2023] (dollar and square feet amounts in thousands).
| (2) | Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, [removed: 2022] [added: 2023] multiplied by 12. |
The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, [removed: 2022] [added: 2023] plus available space for ten calendar years [added: and thereafter] at the properties in our portfolio.
The table excludes space that is currently under active development or held for [removed: active] development.
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 [removed: all] early termination rights (amounts in thousands, except per square foot amounts).
| (3) | Includes leases, [removed: licenses] [added: licenses,] and similar agreements that upon expiration have been automatically renewed on a month-to-month basis. |
| | | | | | | | | | | | |
| Northern Virginia | | 19 | | 5,043 | | 1,545 | | 265 | | 88.8 | % |
| Chicago | | 8 | | 2,672 | | — | | 113 | | 91.2 | % |
| New York | | 12 | | 1,722 | | 158 | | 107 | | 71.4 | % |
| Dallas | | 21 | | 3,065 | | 327 | | 77 | | 83.6 | % |
| Portland | | 3 | | 863 | | 291 | | — | | 99.9 | % |
| San Francisco | | 4 | | 844 | | — | | — | | 64.3 | % |
| Atlanta | | 4 | | 557 | | 20 | | 314 | | 96.5 | % |
| Toronto | | 2 | | 509 | | 218 | | — | | 87.0 | % |
| Los Angeles | | 2 | | 591 | | 31 | | — | | 85.4 | % |
| Austin | | 1 | | 86 | | — | | — | | 56.3 | % |
| Charlotte | | 3 | | 95 | | — | | — | | 90.7 | % |
| North America Total | | 107 | | 19,821 | | 2,590 | | 1,071 | | 83.8 | % |
| | | | | | | | | | | | |
| EMEA | | | | | | | | | | | |
| London | | 15 | | 1,383 | | — | | 77 | | 56.5 | % |
| Frankfurt | | 29 | | 2,134 | | 1,590 | | — | | 87.1 | % |
| Amsterdam | | 12 | | 1,259 | | 222 | | 92 | | 83.2 | % |
| Paris | | 13 | | 1,042 | | 656 | | — | | 71.9 | % |
| Marseille | | 4 | | 520 | | — | | 38 | | 76.8 | % |
| Dublin | | 9 | | 553 | | — | | — | | 76.0 | % |
| Vienna | | 3 | | 356 | | 133 | | — | | 84.0 | % |
| Zurich | | 3 | | 430 | | 166 | | — | | 79.5 | % |
| Madrid | | 4 | | 304 | | 105 | | — | | 76.3 | % |
| Brussels | | 3 | | 258 | | 80 | | — | | 66.8 | % |
| Stockholm | | 6 | | 190 | | 108 | | — | | 70.0 | % |
| Copenhagen | | 3 | | 226 | | — | | 99 | | 66.6 | % |
| Dusseldorf | | 3 | | 142 | | 71 | | — | | 58.7 | % |
| Zagreb | | 1 | | 22 | | — | | 13 | | 85.7 | % |
| Johannesburg | | 5 | | 1,103 | | 1,105 | | — | | 71.1 | % |
| Cape Town | | 2 | | 326 | | 402 | | — | | 74.6 | % |
| Durban | | 1 | | 45 | | — | | — | | 84.4 | % |
| Nairobi | | 1 | | 16 | | 75 | | — | | 61.9 | % |
| Mombasa | | 2 | | 35 | | — | | 23 | | 17.3 | % |
| EMEA Total | | 124 | | 10,402 | | 4,872 | | 342 | | 75.2 | % |
| | | | | | | | | | | | |
| Sydney | | 4 | | 361 | | — | | 88 | | 92.2 | % |
| Hong Kong | | 1 | | 99 | | 66 | | 120 | | 2.2 | % |
| Asia Pacific Total | | 11 | | 1,652 | | 73 | | 207 | | 76.7 | % |
| | | | | | | | | | | | |
| 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 | % |
| San Francisco | | 4 | | 843 | | — | | — | | 65.5 | % |
| Portland | | 3 | | 598 | | 553 | | — | | 97.4 | % |
| Atlanta | | 4 | | 526 | | 31 | | 314 | | 96.4 | % |
| Los Angeles | | 2 | | 611 | | 11 | | — | | 80.1 | % |
| Toronto | | 2 | | 367 | | 361 | | — | | 84.5 | % |
| 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 | % |
| Europe | | | | | | | | | | | |
| 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 | % |
| Zagreb | | 1 | | 22 | | 8 | | — | | 80.8 | % |
| Europe Total | | 114 | | 7,936 | | 4,261 | | 226 | | 79.3 | % |
| Sydney | | 4 | | 362 | | — | | 88 | | 90.1 | % |
| Osaka | | 1 | | — | | 236 | | — | | — | % |
| Asia Pacific Total | | 12 | | 1,653 | | 422 | | 88 | | 75.9 | % |
| Africa | | | | | | | | | | | |
| Johannesburg | | 5 | | 877 | | 742 | | — | | 71.7 | % |
| Cape Town | | 2 | | 194 | | 132 | | — | | 78.8 | % |
| Durban | | 1 | | 45 | | — | | — | | 73.1 | % |
| Nairobi | | 1 | | 16 | | — | | — | | 72.7 | % |
| Mombasa | | 2 | | 46 | | — | | 12 | | 12.2 | % |
| Africa Total | | 12 | | 1,185 | | 874 | | 12 | | 70.2 | % |
| Northern Virginia | | 8 | | 1,482 | | — | | — | | 100.0 | % |
An excerpt. Shown here: all 33 rewritten, 40 of 95 added and 40 of 82 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2023 filing and the FY2022 filing.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15 rewritten, 6 added, 5 removed, 34 unchanged
As of February 21, [removed: 2023,] [added: 2024,] there were approximately [removed: 68] [added: 65] holders of record of Digital Realty Trust, Inc.’s common stock.
As of February 21, [removed: 2023,] [added: 2024,] 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: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] 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: 2017] [added: 2018] 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: 2017] [added: 2018] and
To fiscal year ending December 31, [removed: 2022][added: 2023]
[removed: ][added: ]
| December 31, [removed: 2017] [added: 2018] | | 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: 2017.] [added: 2018.] |
During the year ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] Digital Realty Trust, Inc. issued an aggregate of [removed: 373,953] [added: 568,671] 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: 2022,] [added: 2023,] our Operating Partnership issued an aggregate of [removed: 373,953] [added: 568,671] common units to Digital Realty Trust, Inc., as required by our Operating Partnership’s partnership agreement.
During the year ended December 31, [removed: 2022,] [added: 2023,] an aggregate of [removed: 65,854] [added: 83,413] shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock awards for a net issuance of [removed: 308,099] [added: 485,258] shares of common stock.
All other issuances of unregistered equity securities of our Operating Partnership during the year ended December 31, [removed: 2022] [added: 2023] 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: $41] [added: $44] 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, 2019 | | 116.5 | | 131.5 | | 125.8 |
| December 31, 2020 | | 140.4 | | 155.7 | | 116.3 |
| December 31, 2021 | | 183.4 | | 200.4 | | 166.4 |
| December 31, 2022 | | 108.3 | | 164.1 | | 125.6 |
| December 31, 2023 | | 151.6 | | 207.2 | | 142.9 |
| 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 |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
706 rewritten, 504 added, 277 removed, 1,265 unchanged
| [Management’s Reports on Internal Control over Financial Reporting](#ManagementsReportonInternalControloverFi) | | [removed: 79] [added: 82] | |
| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (Auditor Firm ID: 185) | | [removed: 80] [added: 83] | |
| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#CONSOLIDATEDBALANCESHEETS_384428)] [added: 2022](#CONSOLIDATEDBALANCESHEETS_384428)] | | [removed: 86] [added: 89] | |
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDINCOMESTATEMENTS_453902)] [added: 2023](#CONSOLIDATEDINCOMESTATEMENTS_453902)] | | [removed: 87] [added: 90] | |
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | | [removed: 88] [added: 91] | |
| [Consolidated Statements of Equity for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFEQUITY_499706)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFEQUITY_499706)] | | [removed: 91] [added: 94] | |
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_395773)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_395773)] | | [removed: 92] [added: 95] | |
| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#CONSOLIDATEDBALANCESHEETS_541482)] [added: 2022](#CONSOLIDATEDBALANCESHEETS_541482)] | | [removed: 93] [added: 96] | |
| [Consolidated Income Statements for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDINCOMESTATEMENTS_567443)] [added: 2023](#CONSOLIDATEDINCOMESTATEMENTS_567443)] | | [removed: 94] [added: 97] | |
| [Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2022](#STATEMENTSOFCOMPREHENSIVEINCOME_895031)] [added: 2023](#STATEMENTSOFCOMPREHENSIVEINCOME_895031)] | | [removed: 95] [added: 98] | |
| [Consolidated Statements of Capital for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFCAPITAL_681678)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFCAPITAL_681678)] | | [removed: 96] [added: 99] | |
| [Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_542655)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_542655)] | | [removed: 99] [added: 102] | |
| [Notes to Consolidated Financial Statements](#a1OrganizationandDescriptionofBusiness_4) | | [removed: 100] [added: 103] | |
| [Supplemental Schedule—Schedule III—Properties and Accumulated Depreciation](#SCH3) | | [removed: 151] [added: 154] | |
| [Notes to Schedule III—Properties and Accumulated Depreciation](#a1TaxCost_702541) | | [removed: 153] [added: 156] | |
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: 2022.][added: 2023.]
Based on our assessment, management concluded that as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective based on those criteria.
This report appears on page [removed: 83.][added: 85.]
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: 2022.][added: 2023.]
Based on our assessment, management concluded that as of December 31, [removed: 2022,] [added: 2023,] the Operating Partnership’s internal control over financial reporting was effective based on those criteria.
_Opinion on [removed: the_ _Consolidated] [added: the Consolidated] Financial Statements_
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 24, 2023] [added: 23, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matter or on the accounts or disclosures to which it relates.
_Evaluation of [added: Scale and Hyperscale] lease revenue_
As discussed in [removed: Note] [added: note] 2 to the consolidated financial statements, the Company records rental [added: revenue, which includes] revenue [added: related to Scale and Hyperscale leases,] on a straight-line basis if the Company determines on a [removed: lease-by lease] [added: lease-by-lease] basis it is probable [added: that] substantially all lease payments over the term of the lease will be collected.
Whenever the results of that assessment indicate that it is not probable that the Company will be able to collect substantially all lease payments over the remaining term of the lease, the Company records a reduction to rental revenue equal to the [removed: then-current combined] balance of [removed: the] [added: any] deferred rent and [removed: amounts contractually due but unpaid for the lease (rent receivable),] [added: rent receivable,] and ceases recognizing rental revenue on a straight-line basis and commences recognizing rental revenue on a cash collected basis.
Rental and other services revenue was [removed: $4.7] [added: $5.4] billion for the year ended December 31, [removed: 2022] [added: 2023,] and deferred [removed: rent] [added: rent, net] and [removed: rent receivable,] [added: accounts receivable - trade,] net was [removed: $601.6] [added: $624] million and [removed: $560.6] [added: $653] million, respectively, as of December 31, [removed: 2022.][added: 2023.]
We identified the evaluation of the probability of collection of [added: Scale and Hyperscale] lease payments as a critical audit matter.
Evaluating the Company’s probability assessment of collection of substantially all the lease payments for its [added: Scale and Hyperscale] leases required significant auditor [removed: judgement] [added: judgment] because of the subjective nature of the evidence obtained.
Specifically, evaluating the creditworthiness of the [removed: customer] [added: customers] and any guarantors required significant auditor [removed: judgement.][added: judgment.]
The following are the primary procedures we performed to address [removed: this] [added: the] critical audit matter.
We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s probability assessment of [added: Scale and Hyperscale] lease payment collection process, including controls related to the assessment of the creditworthiness of the customer and any guarantors.
For a selection of the Company’s [added: Scale and Hyperscale] leases, we evaluated the Company’s determination of the 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, recent public filings, and news articles, and (iv) inquiring of [removed: Company] [added: the Company’s] employees to obtain evidence regarding creditworthiness of the customers.
| We have served as the Company’s auditor since [removed: 2004] [added: 2004.] | | |
We have audited Digital Realty Trust, Inc. and [removed: subsidiaries'] [added: subsidiaries’] (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated income statements, and [removed: consolidated] statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III, properties and accumulated depreciation (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2023] [added: 23, 2024] expressed an unqualified opinion on those consolidated financial statements.
We believe that our audit provides a reasonable basis for our [removed: opinion..][added: opinion.]
A portion of each of these balances included amounts related to Scale and Hyperscale leases.
| February 23, 2024 | | |
| February 23, 2024 | | |
The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
_Evaluation of Scale and Hyperscale lease revenue_
Rental and other services revenue was $5.4 billion for the year ended December 31, 2023, and deferred rent, net and accounts receivable - trade, net was $624 million and $653 million, respectively, as of December 31, 2023.
A portion of each of these balances included amounts related to Scale and Hyperscale leases.
We identified the evaluation of the probability of collection of Scale and Hyperscale lease payments as a critical audit matter.
The following are the primary procedures we performed to address the critical audit matter.
| February 23, 2024 | | |
| | | 2023 | | | 2022 | |
| Assets held for sale | | | 478,503 | | | — |
| Obligations associated with assets held for sale | | | 39,001 | | | — |
| Provision for impairment | | | 118,363 | | | 3,000 | | | 18,291 |
| | | Interests | | | Stock | | | Shares | | Stock | | | Capital | | | Earnings | | | Income (Loss), Net | | | Interests | | | Total Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares issued under equity plans, net of share settlement to satisfy tax withholding upon vesting | | | — | | | — | | 82,129 | | | (1) | | | (6,838) | | | — | | | — | | | — | | | (6,839) |
| Other comprehensive income (loss) | | | — | | | — | | — | | | — | | | — | | | — | | | (308,890) | | | (7,355) | | | (316,245) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss) | | | (46,742) | | | — | | — | | | — | | | — | | | — | | | (421,918) | | | (10,060) | | | (431,978) |
| | | | | | | | | | | | | | | | | Accumulated | | | Accumulated | | | | | | | |
| | | Redeemable | | | | | | Number of | | | | | Additional | | | Dividends in | | | Other | | | Total | | | | |
| | | Noncontrolling | | | Preferred | | | Common | | Common | | | Paid-in | | | Excess of | | | Comprehensive | | | Noncontrolling | | | | |
| | | Interests | | | Stock | | | Shares | | Stock | | | Capital | | | Earnings | | | Loss, Net | | | Interests | | | Total Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 |
| Issuance of common stock, net of costs | | | — | | | — | | 19,957,541 | | | 198 | | | 2,207,061 | | | — | | | — | | | — | | | 2,207,259 |
| Shares issued under equity plans, net of share settlement to satisfy tax withholding upon vesting | | | — | | | — | | 123,539 | | | 1 | | | (1,945) | | | — | | | — | | | — | | | (1,944) |
| Dividends and distributions on common stock and common and incentive units | | | (760) | | | — | | — | | | — | | | — | | | (1,472,449) | | | — | | | (30,983) | | | (1,503,432) |
| Contributions from (distributions to) noncontrolling interests | | | 129 | | | — | | — | | | — | | | — | | | — | | | — | | | 4,345 | | | 4,345 |
| Net income (loss) | | | (17,618) | | | — | | — | | | — | | | — | | | 948,838 | | | — | | | 19,092 | | | 967,930 |
| Other comprehensive income (loss) | | | (106,970) | | | — | | — | | | — | | | (1,187) | | | — | | | (155,595) | | | (416) | | | (157,198) |
| Balance as of December 31, 2023 | | $ | 1,394,814 | | $ | 731,690 | | 311,607,580 | | $ | 3,088 | | $ | 24,396,797 | | $ | (5,262,648) | | $ | (751,393) | | $ | 483,973 | | $ | 19,601,507 |
| Provision for impairment | | | 118,363 | | | — | | | — |
| Investments in and advances to unconsolidated entities | | | (336,456) | | | (299,427) | | | (59,450) |
| Return of investment from unconsolidated entities | | | 241,984 | | | 3,332 | | | 62,115 |
| Proceeds from credit facilities | | | 2,870,841 | | | 5,510,267 | | | 2,521,497 |
| Payments on credit facilities | | | (3,293,644) | | | (3,820,086) | | | (2,611,051) |
| | | 2023 | | | 2022 | |
We acquired a majority interest in Teraco during the year ended December 31, 2022.
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.
| --- | --- | --- |
| 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.
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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Impairment of investments in real estate | | 3,000 | | | 18,291 | | | 6,482 |
| 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 |
| Common stock and share-based awards issued in connection with business combinations | | | — | | | — | | 54,487,997 | | | 545 | | | 7,012,675 | | | — | | | — | | | — | | | 7,013,220 |
| Issuance of common stock, net of costs | | | — | | | — | | 15,920,893 | | | 160 | | | 1,888,366 | | | — | | | — | | | — | | | 1,888,526 |
| Shares issued under employee stock purchase plan | | | — | | | — | | 58,136 | | | — | | | 6,503 | | | — | | | — | | | — | | | 6,503 |
| Shares repurchased and retired to satisfy tax withholding upon vesting | | | — | | | — | | — | | | — | | | (8,570) | | | — | | | — | | | — | | | (8,570) |
| Redemption of series I preferred stock | | | — | | | (242,012) | | — | | | — | | | — | | | (7,988) | | | — | | | — | | | (250,000) |
| Dividends and distributions on common stock and common and incentive units | | | (700) | | | — | | — | | | — | | | — | | | (1,214,701) | | | — | | | (37,147) | | | (1,251,848) |
| Net income (loss) | | | (4,417) | | | — | | — | | | — | | | — | | | 356,398 | | | — | | | 10,749 | | | 367,147 |
| Other comprehensive income—foreign currency translation adjustments | | | 488 | | | — | | — | | | — | | | — | | | — | | | 226,849 | | | 3,491 | | | 230,340 |
| Other comprehensive loss—fair value of interest rate swaps | | | — | | | — | | — | | | — | | | — | | | — | | | (11,980) | | | (445) | | | (12,425) |
| Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | | | — | | | — | | — | | | — | | | — | | | — | | | 8,063 | | | 231 | | | 8,294 |
| Balance as of December 31, 2020 | | $ | 42,011 | | $ | 950,940 | | 280,289,726 | | $ | 2,788 | | $ | 20,626,897 | | $ | (3,997,938) | | $ | 135,010 | | $ | 728,639 | | $ | 18,446,336 |
| Shares issued under employee stock purchase plan | | | — | | | — | | 82,129 | | | — | | | 9,895 | | | — | | | — | | | — | | | 9,895 |
| Shares repurchased and retired to satisfy tax withholding upon vesting | | | — | | | — | | — | | | (1) | | | (16,733) | | | — | | | — | | | — | | | (16,734) |
| Other comprehensive loss—foreign currency translation adjustments | | | — | | | — | | — | | | — | | | — | | | — | | | (311,413) | | | (7,415) | | | (318,828) |
| Other comprehensive income—fair value of interest rate swaps | | | — | | | — | | — | | | — | | | — | | | — | | | 1,250 | | | 29 | | | 1,279 |
| Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | | | — | | | — | | — | | | — | | | — | | | — | | | 1,273 | | | 31 | | | 1,304 |
| Other comprehensive loss—foreign currency translation adjustments | | | (46,742) | | | — | | — | | | — | | | — | | | — | | | (323,366) | | | (7,765) | | | (331,131) |
| Other comprehensive loss—fair value of interest rate swaps | | | — | | | — | | — | | | — | | | — | | | — | | | (91,644) | | | (2,159) | | | (93,803) |
| Other comprehensive income—reclassification of accumulated other comprehensive income to interest expense | | | — | | | — | | — | | | — | | | — | | | — | | | (6,908) | | | (136) | | | (7,044) |
| (Investment in) proceeds from unconsolidated entities, net | | | (296,095) | | | 2,665 | | | (144,323) |
| Net proceeds from (payments on) credit facilities | | | 1,690,181 | | | (89,554) | | | 162,111 |
| Balance as of December 31, 2019 | | $ | 41,465 | | 58,250,000 | | $ | 1,434,420 | | 208,900,758 | | $ | 8,532,814 | | 8,843,155 | | $ | 711,650 | | $ | (91,409) | | $ | 20,625 | | $ | 10,608,100 |
| Common units and share-based awards issued in connection with business combinations | | | — | | — | | | — | | 54,487,997 | | | 7,013,220 | | — | | | — | | | — | | | — | | | 7,013,220 |
| Issuance of common units, net of offering costs | | | — | | — | | | — | | 15,920,893 | | | 1,888,526 | | — | | | — | | | — | | | — | | | 1,888,526 |
| Units issued in connection with employee stock purchase plan | | | — | | — | | | — | | 58,136 | | | 6,503 | | — | | | — | | | — | | | — | | | 6,503 |
| Units repurchased and retired to satisfy tax withholding upon vesting | | | — | | — | | | — | | — | | | (7,320) | | — | | | — | | | — | | | — | | | (7,320) |
| Redemption of series G preferred units | | | — | | (10,000,000) | | | (241,468) | | — | | | (8,532) | | — | | | — | | | — | | | — | | | (250,000) |
| Redemption of series I preferred units | | | — | | (10,000,000) | | | (242,012) | | — | | | (7,988) | | — | | | — | | | — | | | — | | | (250,000) |
An excerpt. Shown here: 40 of 706 rewritten, 40 of 504 added and 40 of 277 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 1 added, 0 removed, 15 unchanged
Our Management’s Reports on Internal Control over Financial Reporting for Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are included in Part II, Item 8, Financial Statements and Supplementary Data on page [removed: 79.][added: 81.]
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: 2022.][added: 2023.]
There has not been any change in our internal control over financial reporting during the three months ended December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
There has not been any change in our internal control over financial reporting during the three months December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 5 added, 1 removed, 0 unchanged
During the three months ended December 31, 2023, two officers adopted a “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.
On November 15, 2023, Cindy Fiedelman, our Chief Human Resources Officer, entered into a trading plan that provides for the conversion and redemption of profits interest units and sale of 31,051 shares of common stock.
The plan will expire on November 29, 2024, subject to early termination for certain specified events as set forth in the plan.
On November 22, 2023, Christopher Sharp, our Chief Technology Officer, entered into a trading plan that provides for the conversion and redemption of profits interest units and sale of 43,870 shares of common stock.
The plan will expire November 22, 2024, subject to early termination for certain specified events as set forth in the plan.
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 1 unchanged
The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes Oxley Act.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning the security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our [removed: 2023] [added: 2024] 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
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: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.
Item 15. EXHIBITS.
64 rewritten, 30 added, 5 removed, 185 unchanged
| ExhibitNumber | [added: ] | Description |
| [removed: 2.1] [added: 10.36†] | | [removed: [Amendment No. 1 to Purchase Agreement dated as] [added: [Form] of [removed: January 23, 2020, by and among Digital Realty Trust, Inc., Digital Intrepid Holding B.V. and Interxion Holding N.V.] [added: Executive Severance Agreement] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.56] to the [removed: Current] [added: Combined Annual] Report on Form [removed: 8-K] [added: 10-K] of Digital Realty Trust, Inc. [added: and Digital Realty Trust, L.P.] (File [removed: No. 001-32336)] [added: Nos. 001-32336 and 000-54023)] filed on [removed: January 27, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000119312520014883/d869197dex21.htm)] [added: March 2, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/ex-10d56.htm)] |
| [removed: 3.2] [added: 10.12†] | | [removed: [Eighth Amended and Restated Bylaws of Digital Realty Trust, Inc.] [added: [Profits Interest Unit Agreement – Directors] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.21] 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex302.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1021.htm)] |
| 4.23 | | [removed: I[ndenture,] [added: [Indenture,] 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 and a transfer agent, including the form of the 0.625% Guaranteed Notes due 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 January 12, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000119312521007307/d62559dex41.htm) |
| [removed: 10.12†] [added: 10.42†] | | [removed: [Director Compensation Program] [added: [Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers] (incorporated by reference to Exhibit [removed: 10.14] [added: 10.59] 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 March 1, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000155837021002191/dlr-20201231xex10d14.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000155837021002191/dlr-20201231xex10d59.htm)] |
| [removed: 10.13†] [added: 10.21†] | | [removed: [Profits] [added: [Form of Class D Profits] Interest Unit Agreement [removed: – Directors] (incorporated by reference to Exhibit [removed: 10.21] [added: 10.30] 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1021.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1030.htm)] |
| [removed: 10.14†] [added: 10.13†] | | [Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.33 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514078397/d681374dex1033.htm) |
| [removed: 10.15†] [added: 10.14†] | | [First Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.45 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000129799615000010/dlr10kex1045.htm) |
| [removed: 10.16†] [added: 10.15†] | | [Second Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 6, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000129799615000092/ex10309302015.htm) |
| [removed: 10.17†] [added: 10.16†] | | [Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.34 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514078397/d681374dex1034.htm) |
| [removed: 10.18†] [added: 10.17†] | | [Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.35 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514078397/d681374dex1035.htm) |
| [removed: 10.19†] [added: 10.18†] | | [Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.36 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514078397/d681374dex1036.htm) |
| [removed: 10.20†] [added: 10.19†] | | [Form of Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.23 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 March 1, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000020/dlr10kex1023_2016.htm) |
| [removed: 10.21†] [added: 10.20†] | | [Form of Executive Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.27 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 March 1, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000129799618000026/dlr10kex1027_2017.htm) |
| 10.22† | | [removed: [Form of Class D] [added: [Executive Time-Based] Profits Interest Unit Agreement (incorporated by reference to Exhibit [removed: 10.30] [added: 10.31] 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1030.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1031.htm)] |
| [removed: 10.23†] [added: 10.38†] | | [removed: [Executive] [added: [Form of Executive Severance] Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit [removed: 10.31] [added: 10.9] to the Combined [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: February 25, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1031.htm)] [added: May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d9.htm)] |
| [removed: 10.24†] [added: 10.28†] | | [removed: [Management Election Program] [added: [Fifth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan] (incorporated by reference to Exhibit [removed: 10.32] [added: 10.38] 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1032.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1038.htm)] |
| [removed: 10.25†] [added: 10.23†] | | [Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000119312514300947/d750893dex101.htm) |
| [removed: 10.26†] [added: 10.24†] | | [First Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan. (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 7, 2014).](http://www.sec.gov/Archives/edgar/data/1297996/000144530514004965/ex10109302014.htm) |
| [removed: 10.27†] [added: 10.25†] | | [Second Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.44 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 2, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000129799615000010/dlr10kex1044.htm) |
| [removed: 10.28†] [added: 10.26†] | | [Third Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Annual Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 9, 2016).](http://www.sec.gov/Archives/edgar/data/1297996/000129799616000268/ex101thirdamendmentto2014p.htm) |
| [removed: 10.29†] [added: 10.27†] | | [Fourth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on September 14, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000119312517285083/d399230dex101.htm) |
| [removed: 10.30†] [added: 10.29†] | | [removed: [Fifth] [added: [Sixth] Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit [removed: 10.38] [added: 10.33] 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 [removed: February 25, 2019).](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000032/ex1038.htm)] [added: March 1, 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000155837021002191/dlr-20201231xex10d33.htm)] |
| [removed: 10.31†] [added: 10.33†] | | [removed: [Sixth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan] [added: [Form of Director Confidentiality Agreement] (incorporated by reference to Exhibit [removed: 10.33] [added: 10.39] 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 March 1, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1297996/000155837021002191/dlr-20201231xex10d33.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000020/dlr10kex1039_2016.htm)] |
| [removed: 10.32†] [added: 10.30†] | | [Employment Agreement among Digital Realty Trust, Inc., DLR LLC and A. William Stein (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 9, 2018).](http://www.sec.gov/Archives/edgar/data/1297996/000129799618000114/exhibit101.htm) |
| [removed: 10.33†] [added: 10.66] | | [Amended and Restated Employment Agreement, dated as of [removed: June 18, 2019,] [added: August 10, 2023,] by and [removed: among] [added: between] Digital Realty Trust, Inc., [removed: DLR, LLC] [added: DLR LLC,] and Andrew P. Power (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. [removed: 001-32336] [added: 001 32336] and [removed: 000-54023)] [added: 000 54023)] filed on [removed: June 24, 2019)](http://www.sec.gov/Archives/edgar/data/1297996/000129799619000105/exhibit10106182019.htm)] [added: August 15, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023014995/dlr-20230810xex10d1.htm)] |
| [removed: 10.34†] [added: 10.31†] | | [Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 6, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000129799615000073/ex10606302015.htm) |
| [removed: 10.35†] [added: 10.32†] | | [First Amendment to Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. (File Nos. 001-32336 and 000-54023) filed on October 7, 2015).](http://www.sec.gov/Archives/edgar/data/1297996/000119312515339457/d57232dex47.htm) |
| [removed: 10.36†] [added: 10.45†] | | [Form of [removed: Director Confidentiality] [added: Amended and Restated Form of Executive Severance] Agreement [added: – Canada] (incorporated by reference to [removed: Exhibit 10.39] [added: exhibit 10.54] 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 [removed: March 1, 2017).](http://www.sec.gov/Archives/edgar/data/1297996/000129799617000020/dlr10kex1039_2016.htm)] [added: February 25, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022002195/dlr-20211231xex10d54.htm)] |
| [removed: 10.37*] [added: 10.34*] | | [Second Amended and Restated Global Senior Credit Agreement, dated as of November 18, 2021, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, each issuing bank and swing line bank as listed therein, Citibank, N.A., as administrative agent, BofA Securities, Inc. and Citibank, as co-sustainability structuring agents, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and BofA Securities, Inc., Citibank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein (incorporated by reference to exhibit 10.37 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-20211231xex10d37.htm) |
| [removed: 10.38*] [added: 10.35*] | | [Amended and Restated Credit Agreement, dated as of November 18, 2021, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc. and Digital Euro Finco LLC and Digital Realty Trust, L.P. as guarantors, the subsidiary borrowers and additional guarantors named therein, the initial lenders and issuing banks named therein, Sumitomo Mitsui Banking Corporation, as administrative agent, Sumitomo Mitsui Banking Corporation as sustainability structuring agent, SMBC, MUFG Bank Ltd. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein (incorporated by reference to exhibit 10.38 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-20211231xex10d38.htm) |
| 10.39† | | [Form of Executive Severance [added: Class D Profits Interest Unit] Agreement (incorporated by reference to Exhibit [removed: 10.56] [added: 10.10] to the Combined [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on [removed: March 2, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020001906/ex-10d56.htm)] [added: May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d10.htm)] |
| [removed: 10.40†] [added: 10.37†] | | [Employment Agreement, dated November 19, 2018, by and among Digital Realty Trust, Inc., DLR, LLC and Gregory S. Wright (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d1.htm) |
| [removed: 10.41†] [added: 10.54†] | | [Form of Class D Profits Interest Unit Agreement [removed: (Transaction] [added: (NOI] Award) (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] 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 [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d3.htm)] [added: 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d4.htm) ] |
| [removed: 10.42†] [added: 10.49†] | | [Form of Performance-Based Restricted Stock Unit Agreement [removed: (Transaction] [added: (US) (FFO] Award) (incorporated by reference to Exhibit 10.4 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d4.htm)] [added: 6, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022007648/dlr-20220331xex10d4.htm)] |
| [removed: 10.43†] [added: 10.55†] | | [Form of Executive Severance Class D Profits Interest Unit Agreement [removed: (Transaction] [added: (NOI] Award) (incorporated by reference to Exhibit 10.5 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May [removed: 11, 2020)](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d5.htm).] [added: 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d5.htm) ] |
| [removed: 10.44†] [added: 10.47†] | | [Form of [removed: Time-Based] [added: Class D] Profits Interest Unit Agreement [removed: (Transaction Award)] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.2] to the Combined Quarterly Report on [removed: Form] 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d6.htm)] [added: 6, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022007648/dlr-20220331xex10d2.htm)] |
| [removed: 10.45†] [added: 10.57†] | | [Form of [removed: Time-Based] [added: Executive Severance Performance-Based] Restricted Stock Unit Agreement [removed: (Transaction] [added: (NOI] Award) (incorporated by reference to Exhibit 10.7 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d7.htm)] [added: 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d7.htm)] |
| [removed: 10.46†] [added: 10.48†] | | [Form of Executive Severance [removed: Time-Based] [added: Class D] Profits Interest Unit Agreement [removed: (Transaction] [added: (FFO] Award) (incorporated by reference to [removed: Exhibit 10.8] [added: 10.3] to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d8.htm)] [added: 6, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022007648/dlr-20220331xex10d3.htm)] |
| [removed: 10.47†] [added: 10.56†] | | [Form of [removed: Executive Severance Time-Based Profits Interest] [added: Performance-Based Restricted Stock] Unit Agreement [added: (NOI Award)] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.6] 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 [removed: 11, 2020).](https://www.sec.gov/Archives/edgar/data/1297996/000155837020006279/dlr-20200331xex10d9.htm)] [added: 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d6.htm) ] |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| ExhibitNumber | | Description |
| 10.58† | | [Form of Executive Performance-Based Class D Profits Interest Unit Agreement.](https://www.sec.gov/Archives/edgar/data/1297996/000155837024001575/dlr-20231231xex10d59.htm) |
| 10.59†* | | [Form of Executive Performance-Based Class D Profits Interest Unit Agreement (NOI Award).](https://www.sec.gov/Archives/edgar/data/1297996/000155837024001575/dlr-20231231xex10d60.htm) |
| 10.60† | | [Form of Executive Time-Based Profits Interest Unit Agreement.](https://www.sec.gov/Archives/edgar/data/1297996/000155837024001575/dlr-20231231xex10d61.htm) |
| 10.62† | | [Director Compensation Program.](https://www.sec.gov/Archives/edgar/data/1297996/000155837024001575/dlr-20231231xex10d63.htm) |
| ExhibitNumber | | Description |
| 10.64 | | [Amendment No. 3, dated March 16, 2023 to the Second Amended and Restated Global Credit Agreement, dated as of November 18, 2021, among Digital Realty Trust L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, each issuing bank and swing line bank as listed therein, Citibank N.A., as administrative agent, BofA Securities, Inc. and Citibank, as co-sustainability structuring agents, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and BofA Securities, Inc., Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d2.htm) |
| 10.65 | | [Amendment No. 2, dated March 16, 2023, among Digital Realty Trust, L.P., its subsidiary Digital Japan LLC, as the initial borrower, and the additional borrowers named therein, as borrowers, Digital Realty Trust, Inc., and the other guarantors named therein, as guarantors, the banks, financial institutions and other lenders listed therein, as the initial lenders, each issuing bank, as listed therein Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent, SMBC, as sustainability structuring agent, SMBC, MUFG Bank Ltd. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.7 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 4, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023008142/dlr-20230331xex10d3.htm) |
| 10.67 | | [Amendment No. 4 to the Second Amended and Restated Global Senior Credit Agreement, among Digital Realty Trust, L.P., Digital Singapore Jurong East PTE. LTD., Digital Singapore 1 PTE. LTD., Digital HK JV Holding Limited, Digital Singapore 2 PTE. LTD, Digital HK KIN CHUEN Limited, Digital Stout Holding, LLC, Digital Japan, LLC, Digital Euro Finco, L.P., Moose Ventures LP, Digital Dutch Finco, B.V., Digital Australia Finco PTY, LTD, Digital Realty Korea LTD., Digital Seoul 2 LTD., and PT Digital Jakarta One, as borrowers, Digital Realty Trust, Inc. and Digital Euro Finco, LLC, as guarantors, and each Lender, Issuing Bank, and Swing Line Bank listed on the signature pages thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 9, 2023).](https://www.sec.gov/Archives/edgar/data/1297996/000155837023018593/dlr-20230930xex10d2.htm) |
[Index to Financial Statements](#INDEX_423931)
| --- | --- | --- |
| ExhibitNumber | | Description |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 97.1 | | [Digital Realty Trust, Inc. Policy for Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1297996/000155837024001575/dlr-20231231xex97d1.htm) |
| | | |
| | | |
| 10.55† | | [Form of Second Amended and Restated Executive Severance Agreement—United States.](https://www.sec.gov/Archives/edgar/data/1297996/000155837023002087/dlr-20221231xex10d55.htm) |
| 10.57† | | [Form of Executive Severance Class D Profits Interest Unit Agreement (FFO Award) (incorporated by reference to 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 6, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022007648/dlr-20220331xex10d3.htm) |
| 10.58† | | [Form of Performance-Based Restricted Stock Unit Agreement (US) (FFO Award) (incorporated by reference to Exhibit 10.4 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 6, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022007648/dlr-20220331xex10d4.htm) |
| 10.62† | | [Amendment to Employment Agreement, dated as of September 7, 2022, by and among Digital Realty Trust, Inc., DLR LLC and Greg Wright (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 4, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022016456/dlr-20220930xex10d2.htm) |
| 10.63† | | [Amendment to Employment Agreement, dated as of September 7, 2022, by and among Digital Realty Trust, Inc., DLR LLC and Andrew P. Power (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 4, 2022).](https://www.sec.gov/Archives/edgar/data/1297996/000155837022016456/dlr-20220930xex10d3.htm) |
An excerpt. Shown here: 40 of 64 rewritten, all 30 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS. in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
22 rewritten, 60 added, 11 removed, 38 unchanged
| | Date: | February [removed: 24, 2023] [added: 23, 2024] |
| NNIS | [removed: |] | [removed: |] | [removed: |] | [removed: | |] | [removed: | |]
| Signature | | [removed: | |] Title | | [removed: | | |] Date | [removed: | |]
| /s/ MARY HOGAN PREUSSE | [removed: |] | [removed: |] Chairman of the Board | [removed: |] | [removed: | |] February [removed: 24, 2023 | |] [added: 23, 2024] |
| Mary Hogan Preusse | [removed: |] | [removed: |] | [removed: |] | [removed: | |] | [removed: | |]
| /s/ ANDREW P. POWER | [removed: |] | [removed: |] President & Chief Executive Officer (Principal Executive Officer) | [removed: |] | [removed: | |] February [removed: 24, 2023 | |] [added: 23, 2024] |
| Andrew P. Power | [removed: |] | [removed: |] | [removed: |] | [removed: | |] | [removed: | |]
| /s/ MATTHEW R. MERCIER | [removed: |] | [removed: |] Chief Financial Officer (Principal Financial Officer) | [removed: |] | [removed: | |] February [removed: 24, 2023 | |] [added: 23, 2024] |
| Matthew R. Mercier | [removed: |] | [removed: |] | [removed: |] | [removed: | |] | [removed: | |]
| /s/ [removed: CAMILLA A. HARRIS |] [added: CHRISTINE B. KORNEGAY] | | [removed: |] Chief Accounting Officer (Principal Accounting Officer) | [removed: |] | [removed: | |] February [removed: 24, 2023 | |] [added: 23, 2024] |
| /s/ VeraLinn Jamieson | [removed: |] | [removed: |] Director | [removed: |] | [removed: | |] February [removed: 24, 2023 | |] [added: 23, 2024] |
| VeraLinn Jamieson | [removed: |] | [removed: |] | [removed: |] | [removed: | |] | [removed: | |]
| /s/ KEVIN J. KENNEDY | [removed: |] | [removed: |] Director | [removed: | |] | [removed: | |] February [removed: 24, 2023 |] [added: 23, 2024] |
| Kevin J. Kennedy | [removed: |] | [removed: |] | [removed: | |] | [removed: | |] | [removed: |]
| /s/ WILLIAM G. LAPERCH | [removed: |] | [removed: |] Director | [removed: | |] | [removed: | |] February [removed: 24, 2023 |] [added: 23, 2024] |
| William G. LaPerch | [removed: |] | [removed: |] | [removed: | |] | [removed: | |] | [removed: |]
| /s/ JEAN F.H.P. MANDEVILLE | [removed: |] | [removed: |] Director | [removed: | |] | [removed: | |] February [removed: 24, 2023 |] [added: 23, 2024] |
| Jean F.H.P. Mandeville | [removed: |] | [removed: |] | [removed: | |] | [removed: | |] | [removed: |]
| /s/ AFSHIN MOHEBBI | [removed: |] | [removed: |] Director | [removed: | |] | [removed: | |] February [removed: 24, 2023 |] [added: 23, 2024] |
| Afshin Mohebbi | [removed: |] | [removed: |] | [removed: | |] | [removed: | |] | [removed: |]
| /s/ MARK R. PATTERSON | [removed: |] | [removed: |] Director | [removed: | |] | [removed: | |] February [removed: 24, 2023 |] [added: 23, 2024] |
| Mark R. Patterson | [removed: |] | [removed: |] | [removed: | |] | [removed: | |] | [removed: |]
| --- | --- | --- | --- | --- |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Christine B. Kornegay | | | | |
| | | | | |
| NNIS | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| Signature | | Title | | Date |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | Date: | February 23, 2024 |
| NNIS | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| Signature | | Title | | Date |
| | | | | |
| /s/ MARY HOGAN PREUSSE | | Chairman of the Board | | February 23, 2024 |
| Mary Hogan Preusse | | | | |
| | | | | |
| /s/ ANDREW P. POWER | | President & Chief Executive Officer (Principal Executive Officer) | | February 23, 2024 |
| Andrew P. Power | | | | |
| | | | | |
| /s/ MATTHEW R. MERCIER | | Chief Financial Officer (Principal Financial Officer) | | February 23, 2024 |
| Matthew R. Mercier | | | | |
| | | | | |
| /s/ CHRISTINE B. KORNEGAY | | Chief Accounting Officer (Principal Accounting Officer) | | February 23, 2024 |
| Christine B. Kornegay | | | | |
| | | | | |
| | | | | |
| /s/ VeraLinn Jamieson | | Director | | February 23, 2024 |
| VeraLinn Jamieson | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| Camilla A. Harris | | | | | | | | | | | |
| /s/ ALEXIS BLACK BJORLIN | | | | Director | | | | | February 24, 2023 | | |
| Alexis Black Bjorlin | | | | | | | | | | | |
| /s/ LAURENCE A. CHAPMAN | | | | Director | | | | | February 24, 2023 | | |
| Laurence A. Chapman | | | | | | | | | | | |
| | | | | | | | | | | | |
| /s/ DENNIS E. SINGLETON | | | | Director | | | | | | February 24, 2023 | |
| Dennis E. Singleton | | | | | | | | | | | |
| | | | | | | | | | | | |
An excerpt. Shown here: all 22 rewritten, 40 of 60 added and all 11 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2023 filing and the FY2022 filing.