UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2023
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From to .
Commission file number 001-32336 (Digital Realty Trust, Inc.)
000-54023 (Digital Realty Trust, L.P.)
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Digital Realty Trust, Inc.) |
| 26-0081711 | |
Maryland (Digital Realty Trust, L.P.) | 20-2402955 | ||
(State or other jurisdiction of | (IRS employer | ||
incorporation or organization) | identification number) | ||
5707 Southwest Parkway, Building 1, Suite 275 | |||
Austin, Texas 78735 | |||
(Address of principal executive offices) | |||
(737) 281-0101
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading symbol(s) |
| Name of each exchange on which registered | |
Common Stock | DLR | New York Stock Exchange | |||
Series J Cumulative Redeemable Preferred Stock | DLR Pr J | New York Stock Exchange | |||
Series K Cumulative Redeemable Preferred Stock | DLR Pr K | New York Stock Exchange | |||
Series L Cumulative Redeemable Preferred Stock | DLR Pr L | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Digital Realty Trust, Inc. |
| Yes ⌧ No ◻ |
Digital Realty Trust, L.P. | Yes ⌧ No ◻ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Digital Realty Trust, Inc. |
| Yes ⌧ No ◻ |
Digital Realty Trust, L.P. | Yes ⌧ No ◻ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Digital Realty Trust, Inc.:
Large accelerated filer ⌧ |
| Accelerated filer ◻ |
Non-accelerated filer ◻ | Smaller reporting company ☐ | |
Emerging growth company ☐ |
Digital Realty Trust, L.P.:
Large accelerated filer ◻ |
| Accelerated filer ◻ |
Non-accelerated filer ⌧ | Smaller reporting company ☐ | |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Digital Realty Trust, Inc. |
| ◻ |
Digital Realty Trust, L.P. | ◻ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Digital Realty Trust, Inc. |
| Yes ☐ No ⌧ |
Digital Realty Trust, L.P. | Yes ☐ No ⌧ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Digital Realty Trust, Inc.:
|
| |
Class |
| Outstanding at May 1, 2023 |
Common Stock, $.01 par value per share | 291,347,088 |
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended March 31, 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. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our Company”, or “the Company” refer to Digital Realty Trust, Inc. together with its consolidated subsidiaries, including Digital Realty Trust, L.P. In statements regarding qualification as a REIT, such terms refer solely to Digital Realty Trust, Inc. Unless otherwise indicated or unless the context requires otherwise, all references to the “Parent” refer to Digital Realty Trust, Inc., and all references to “our Operating Partnership,” “the Operating Partnership” or “the OP” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries.
The Parent is a real estate investment trust, or REIT, and the sole general partner of the OP. As of March 31, 2023, the Parent owned an approximate 97.8% common general partnership interest in Digital Realty Trust, L.P. The remaining approximate 2.2% 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 March 31, 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.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
| ● | enhancing investors’ understanding of the Parent and the OP by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
| ● | eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Parent and the OP; and |
| ● | creating time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time and guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are generally contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the OP, the Parent consolidates the OP for financial reporting purposes, and it does not have significant assets other than its investment in the OP. Therefore, the assets and liabilities of the Parent and the OP are the same on their respective condensed consolidated financial statements. The separate discussions of the Parent and the OP in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
2
DIGITAL REALTY TRUST, INC. AND DIGITAL REALTY TRUST, L.P.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2023
TABLE OF CONTENTS
Page | ||
PART I. | FINANCIAL INFORMATION | |
ITEM 1. | Condensed Consolidated Financial Statements of Digital Realty Trust, Inc.: | |
4 | ||
5 | ||
6 | ||
7 | ||
9 | ||
Condensed Consolidated Financial Statements of Digital Realty Trust, L.P.: | ||
10 | ||
11 | ||
12 | ||
13 | ||
15 | ||
16 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | |
54 | ||
55 | ||
56 | ||
57 | ||
57 | ||
57 | ||
57 | ||
57 | ||
57 | ||
57 | ||
58 | ||
62 |
3
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per share data)
| March 31, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS | ||||||
Investments in real estate: | ||||||
Investments in properties, net | $ | 24,209,605 | $ | 23,774,662 | ||
Investments in unconsolidated entities |
| 1,995,576 |
| 1,991,426 | ||
Net investments in real estate |
| 26,205,181 |
| 25,766,088 | ||
Operating lease right-of-use assets, net | 1,317,293 | 1,351,329 | ||||
Cash and cash equivalents |
| 131,406 |
| 141,773 | ||
Accounts and other receivables, net |
| 1,070,066 |
| 969,292 | ||
Deferred rent, net |
| 627,700 |
| 601,590 | ||
Goodwill |
| 9,199,636 |
| 9,208,497 | ||
Customer relationship value, deferred leasing costs and intangibles, net |
| 3,015,291 | 3,092,627 | |||
Other assets |
| 386,494 |
| 353,802 | ||
Total assets | $ | 41,953,067 | $ | 41,484,998 | ||
LIABILITIES AND EQUITY | ||||||
Global revolving credit facilities, net | $ | 2,514,202 | $ | 2,150,451 | ||
Unsecured term loans, net |
| 1,542,275 |
| 797,449 | ||
Unsecured senior notes, net of discount |
| 13,258,079 |
| 13,120,033 | ||
Secured and other debt, including premiums |
| 560,955 |
| 528,870 | ||
Operating lease liabilities | 1,443,994 | 1,471,044 | ||||
Accounts payable and other accrued liabilities |
| 1,923,819 |
| 1,868,885 | ||
Deferred tax liabilities, net | 1,164,276 | 1,192,752 | ||||
Accrued dividends and distributions |
| — |
| 363,716 | ||
Security deposits and prepaid rents |
| 392,021 |
| 369,654 | ||
Total liabilities |
| 22,799,621 |
| 21,862,854 | ||
Redeemable noncontrolling interests |
| 1,448,772 |
| 1,514,679 | ||
Commitments and contingencies | ||||||
Equity: | ||||||
Stockholders’ Equity: | ||||||
Preferred Stock: $0.01 par value per share, 110,000 shares authorized; $755,000 liquidation preference ($25.00 per share), 30,200 shares issued and outstanding as of March 31, 2023 and December 31, 2022 |
| 731,690 |
| 731,690 | ||
Common Stock: $0.01 par value per share, 392,000 shares authorized; 291,299 and 291,148 shares and as of March 31, 2023 and December 31, 2022, respectively |
| 2,888 |
| 2,887 | ||
Additional paid-in capital |
| 22,126,379 |
| 22,142,868 | ||
Accumulated dividends in excess of earnings |
| (4,995,982) |
| (4,698,313) | ||
Accumulated other comprehensive loss, net |
| (652,486) |
| (595,798) | ||
Total stockholders’ equity |
| 17,212,489 |
| 17,583,334 | ||
Noncontrolling interests |
| 492,185 |
| 524,131 | ||
Total equity |
| 17,704,674 |
| 18,107,465 | ||
Total liabilities and equity | $ | 41,953,067 | $ | 41,484,998 | ||
See accompanying notes to the condensed consolidated financial statements.
4
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share data)
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Operating Revenues: | ||||||
Rental and other services | $ | 1,329,968 | $ | 1,121,550 | ||
Fee income and other |
| 8,755 |
| 5,772 | ||
Total operating revenues |
| 1,338,723 |
| 1,127,322 | ||
Operating Expenses: | ||||||
Rental property operating and maintenance |
| 571,225 |
| 435,593 | ||
Property taxes and insurance |
| 44,779 |
| 50,224 | ||
Depreciation and amortization |
| 421,198 |
| 382,132 | ||
General and administrative |
| 111,920 |
| 98,513 | ||
Transactions and integration |
| 12,267 |
| 11,968 | ||
Other |
| — |
| 7,657 | ||
Total operating expenses |
| 1,161,389 |
| 986,087 | ||
Operating income |
| 177,334 |
| 141,235 | ||
Other Income (Expenses): | ||||||
Equity in earnings of unconsolidated entities |
| 14,897 |
| 60,958 | ||
Gain on disposition of properties, net | — | 2,770 | ||||
Other income, net |
| 280 |
| 3,051 | ||
Interest expense |
| (102,220) |
| (66,725) | ||
Loss from early extinguishment of debt |
| — |
| (51,135) | ||
Income tax expense |
| (21,454) |
| (13,244) | ||
Net income |
| 68,837 |
| 76,910 | ||
Net income attributable to noncontrolling interests |
| (111) |
| (3,629) | ||
Net income attributable to Digital Realty Trust, Inc. |
| 68,726 |
| 73,281 | ||
Preferred stock dividends |
| (10,181) |
| (10,181) | ||
Net income available to common stockholders | $ | 58,545 | $ | 63,100 | ||
Net income per share available to common stockholders: | ||||||
Basic | $ | 0.20 | $ | 0.22 | ||
Diluted | $ | 0.20 | $ | 0.22 | ||
Weighted average common shares outstanding: | ||||||
Basic |
| 291,219 |
| 284,526 | ||
Diluted |
| 303,065 |
| 285,025 | ||
See accompanying notes to the condensed consolidated financial statements.
5
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Net income | $ | 68,837 | $ | 76,910 | ||
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustments |
| (112,076) |
| (13,877) | ||
Increase (decrease) in fair value of derivatives |
| 572 |
| (1,344) | ||
Reclassification to interest expense from derivatives |
| (6,543) |
| (103) | ||
Other comprehensive loss | (118,047) | (15,324) | ||||
Comprehensive (loss) income |
| (49,210) |
| 61,586 | ||
Comprehensive loss (income) attributable to noncontrolling interests |
| 62,087 |
| (3,269) | ||
Comprehensive income attributable to Digital Realty Trust, Inc. | $ | 12,877 | $ | 58,317 | ||
See accompanying notes to the condensed consolidated financial statements.
6
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
Accumulated | Accumulated | |||||||||||||||||||||||||
Redeemable | Number of | Additional | Dividends in | Other | ||||||||||||||||||||||
Noncontrolling | Preferred | Common | Common | Paid-in | Excess of | Comprehensive | Noncontrolling | |||||||||||||||||||
Three Months Ended March 31, 2023 |
| 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 | |||||||
Conversion of common units to common stock |
| — | — | 6,201 | — | 474 | — | — | (474) | — | ||||||||||||||||
Vesting of restricted stock, net |
| — | — | 90,306 | — | — | — | — | — | — | ||||||||||||||||
Common stock offering costs |
| — | — | — | — | (441) | — | — | — | (441) | ||||||||||||||||
Shares issued under equity plans, net of share settlement to satisfy tax withholding upon vesting |
| — | — | 53,881 | 1 | (1,613) | — | — | — | (1,612) | ||||||||||||||||
Amortization of unearned compensation regarding share based awards |
| — | — | — | — | 17,502 | — | — | — | 17,502 | ||||||||||||||||
Reclassification of vested share based awards |
| — | — | — | — | (33,556) | — | — | 33,556 | — | ||||||||||||||||
Adjustment to redeemable noncontrolling interests |
| (306) | — | — | — | 306 | — | — | — | 306 | ||||||||||||||||
Dividends declared on preferred stock | — | — | — | — | — | (10,181) | — | — | (10,181) | |||||||||||||||||
Dividends and distributions on common stock and common and incentive units | (190) | — | — | — | — | (356,214) | — | (7,675) | (363,889) | |||||||||||||||||
Contributions from (distributions to) noncontrolling interests |
| 129 | — | — | — | — | — | — | 4,552 | 4,552 | ||||||||||||||||
Deconsolidation of noncontrolling interests in consolidated entities | — | — | — | — | — | — | — | (65,358) | (65,358) | |||||||||||||||||
Net income | (2,288) | — | — | — | — | 68,726 | — | 2,399 | 71,125 | |||||||||||||||||
Other comprehensive income (loss) | (63,252) | — | — | — | 839 | — | (56,688) | 1,054 | (54,795) | |||||||||||||||||
Balance as of March 31, 2023 |
| $ | 1,448,772 | $ | 731,690 |
| 291,298,610 | $ | 2,888 | $ | 22,126,379 | $ | (4,995,982) | $ | (652,486) | $ | 492,185 | $ | 17,704,674 | |||||||
See accompanying notes to the condensed consolidated financial statements.
7
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands, except share data)
Accumulated | Accumulated | |||||||||||||||||||||||||
Redeemable | Number of | Additional | Dividends in | Other | ||||||||||||||||||||||
Noncontrolling | Preferred | Common | Common | Paid-in | Excess of | Comprehensive | Noncontrolling | |||||||||||||||||||
Three Months Ended March 31, 2022 |
| Interests |
| Stock |
| Shares |
| Stock |
| Capital |
| Earnings |
| Loss, Net |
| Interests |
| Total Equity | ||||||||
Balance as of December 31, 2021 |
| $ | 46,995 | $ | 731,690 |
| 284,415,013 | $ | 2,824 | $ | 21,075,863 | $ | (3,631,929) | $ | (173,880) | $ | 472,219 | $ | 18,476,787 | |||||||
Conversion of common units to common stock |
| — | — |
| 14,861 | — | 1,258 | — |
| — |
| (1,258) | — | |||||||||||||
Vesting of restricted stock, net |
| — | — |
| 194,020 | — | — | — |
| — |
| — | — | |||||||||||||
Payment of offering costs and other |
| — | — |
| — | — | (4,024) | — |
| — |
| — | (4,024) | |||||||||||||
Units issued under equity plans, net of unit settlement to satisfy tax withholding upon vesting |
| — | — |
| 42,188 | — | (1,193) | — |
| — |
| — | (1,193) | |||||||||||||
Amortization of unearned compensation on share-based awards | — | — |
| — | — | 18,545 | — |
| — |
| — | 18,545 | ||||||||||||||
Reclassification of vested share-based awards | — | — |
| — | — | (26,531) | — |
| — |
| 26,531 | — | ||||||||||||||
Adjustment to redeemable noncontrolling interests |
| (5,473) | — |
| — | — | 5,473 | — |
| — |
| — | 5,473 | |||||||||||||
Dividends declared on preferred stock | — | — | — | — | — | (10,181) | — | — | (10,181) | |||||||||||||||||
Dividends and distributions on common stock and common and incentive units | (190) | — | — | — | — | (348,025) | — | (7,786) | (355,811) | |||||||||||||||||
Contributions from noncontrolling interests |
| 1,367 | — |
| — | — | — | — |
| — |
| 17,559 | 17,559 | |||||||||||||
Net income |
| 35 | — |
| — | — | — | 73,281 |
| — |
| 3,594 | 76,875 | |||||||||||||
Other comprehensive income (loss) | — | — |
| — | — | — | — | (14,964) | (360) | (15,324) | ||||||||||||||||
Balance as of March 31, 2022 |
| $ | 42,734 | $ | 731,690 |
| 284,666,082 | $ | 2,824 | $ | 21,069,391 | $ | (3,916,854) | $ | (188,844) | $ | 510,499 | $ | 18,208,706 | |||||||
See accompanying notes to the condensed consolidated financial statements.
8
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: |
|
| ||||
Net income | $ | 68,837 | $ | 76,910 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Gain on disposition of properties, net |
| — |
| (2,770) | ||
Equity in earnings of unconsolidated entities |
| (14,897) |
| (60,958) | ||
Distributions from unconsolidated entities |
| 28,904 |
| 14,419 | ||
Depreciation and amortization | 421,198 |
| 382,132 | |||
Amortization of share-based compensation |
| 17,502 |
| 18,545 | ||
Loss from early extinguishment of debt |
| — |
| 51,135 | ||
Straight-lined rents and amortization of above and below market leases |
| (18,971) |
| (1,048) | ||
Amortization of deferred financing costs and debt discount / premium | 5,409 |
| 4,972 | |||
Other items, net | (3,880) |
| 14,499 | |||
Changes in assets and liabilities: | — | |||||
Increase in accounts receivable and other assets | (141,958) |
| (168,789) | |||
Decrease in accounts payable and other liabilities | (12,418) |
| (51,362) | |||
Net cash provided by operating activities |
| 349,726 | 277,685 | |||
Cash flows from investing activities: | ||||||
Improvements to investments in real estate | (738,677) | (518,734) | ||||
Cash paid for business combination / asset acquisitions, net of cash acquired | (57,001) | (20,133) | ||||
Proceeds from (investment in) unconsolidated entities, net | 52,991 | (150,196) | ||||
Other investing activities, net | (6,320) | (30,029) | ||||
Net cash used in investing activities |
| (749,007) |
| (719,092) | ||
Cash flows from financing activities: | ||||||
Net proceeds from credit facilities | 345,150 | 551,022 | ||||
Borrowings on secured / unsecured debt | 790,962 | 1,125,318 | ||||
Repayments on secured / unsecured debt | (3,081) | (450,000) | ||||
Premium paid for early extinguishment of debt | — | (49,662) | ||||
Capital contributions from noncontrolling interests, net |
| 4,681 |
| 18,926 | ||
Payments of dividends and distributions | (737,976) | (704,911) | ||||
Other financing activities, net | (8,828) | (12,397) | ||||
Net cash provided by financing activities |
| 390,908 |
| 478,296 | ||
Net (decrease) increase in cash, cash equivalents and restricted cash |
| (8,373) |
| 36,889 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| (693) |
| (20,035) | ||
Cash, cash equivalents and restricted cash at beginning of period |
| 150,696 |
| 151,485 | ||
Cash, cash equivalents and restricted cash at end of period | $ | 141,630 | $ | 168,339 | ||
See accompanying notes to the condensed consolidated financial statements.
9
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per unit data)
| March 31, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS |
|
| ||||
Investments in real estate: |
|
|
|
| ||
Investments in properties, net | $ | 24,209,605 | $ | 23,774,662 | ||
Investments in unconsolidated entities |
| 1,995,576 |
| 1,991,426 | ||
Net investments in real estate |
| 26,205,181 |
| 25,766,088 | ||
Operating lease right-of-use assets, net | 1,317,293 | 1,351,329 | ||||
Cash and cash equivalents |
| 131,406 |
| 141,773 | ||
Accounts and other receivables, net |
| 1,070,066 |
| 969,292 | ||
Deferred rent, net |
| 627,700 |
| 601,590 | ||
Goodwill |
| 9,199,636 |
| 9,208,497 | ||
Customer relationship value, deferred leasing costs and intangibles, net |
| 3,015,291 |
| 3,092,627 | ||
Other assets |
| 386,494 |
| 353,802 | ||
Total assets | $ | 41,953,067 | $ | 41,484,998 | ||
LIABILITIES AND CAPITAL |
|
|
|
| ||
Global revolving credit facilities, net | $ | 2,514,202 | $ | 2,150,451 | ||
Unsecured term loans, net | 1,542,275 | 797,449 | ||||
Unsecured senior notes, net |
| 13,258,079 |
| 13,120,033 | ||
Secured and other debt, including premiums | 560,955 | 528,870 | ||||
Operating lease liabilities | 1,443,994 | 1,471,044 | ||||
Accounts payable and other accrued liabilities |
| 1,923,819 |
| 1,868,885 | ||
Deferred tax liabilities, net | 1,164,276 | 1,192,752 | ||||
Accrued dividends and distributions |
| — |
| 363,716 | ||
Security deposits and prepaid rents |
| 392,021 |
| 369,654 | ||
Total liabilities |
| 22,799,621 |
| 21,862,854 | ||
Redeemable noncontrolling interests | 1,448,772 | 1,514,679 | ||||
Commitments and contingencies |
|
| ||||
Capital: |
|
|
|
| ||
Partners’ capital: |
|
|
|
| ||
General Partner: |
|
|
|
| ||
Preferred units, $755,000 liquidation preference ($25.00 per unit), 30,200 units issued and outstanding as of March 31, 2023 and December 31, 2022 |
| 731,690 |
| 731,690 | ||
Common units, 291,299 and 291,148 units and as of March 31, 2023 and December 31, 2022, respectively |
| 17,133,285 |
| 17,447,442 | ||
Limited Partners, 6,462 and 6,289 units and as of March 31, 2023 and December 31, 2022, respectively |
| 463,817 |
| 436,942 | ||
Accumulated other comprehensive loss |
| (671,460) |
| (613,423) | ||
Total partners’ capital |
| 17,657,332 |
| 18,002,651 | ||
Noncontrolling interests in consolidated entities |
| 47,342 |
| 104,814 | ||
Total capital |
| 17,704,674 |
| 18,107,465 | ||
Total liabilities and capital | $ | 41,953,067 | $ | 41,484,998 | ||
See accompanying notes to the condensed consolidated financial statements.
10
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per unit data)
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Operating Revenues: |
|
|
|
| ||
Rental and other services | $ | 1,329,968 | $ | 1,121,550 | ||
Fee income and other |
| 8,755 |
| 5,772 | ||
Total operating revenues |
| 1,338,723 |
| 1,127,322 | ||
Operating Expenses: |
|
|
|
| ||
Rental property operating and maintenance |
| 571,225 |
| 435,593 | ||
Property taxes and insurance |
| 44,779 |
| 50,224 | ||
Depreciation and amortization |
| 421,198 |
| 382,132 | ||
General and administrative |
| 111,920 |
| 98,513 | ||
Transactions and integration |
| 12,267 |
| 11,968 | ||
Other |
| — |
| 7,657 | ||
Total operating expenses |
| 1,161,389 |
| 986,087 | ||
Operating income |
| 177,334 |
| 141,235 | ||
Other Income (Expenses): |
| |||||
Equity in earnings (loss) of unconsolidated entities |
| 14,897 |
| 60,958 | ||
Gain on disposition of properties, net | — | 2,770 | ||||
Other income, net |
| 280 |
| 3,051 | ||
Interest expense |
| (102,220) |
| (66,725) | ||
Loss from early extinguishment of debt | — | (51,135) | ||||
Income tax expense |
| (21,454) |
| (13,244) | ||
Net income |
| 68,837 |
| 76,910 | ||
Net (loss) income attributable to noncontrolling interests |
| 1,389 |
| (2,029) | ||
Net income attributable to Digital Realty Trust, L.P. |
| 70,226 |
| 74,881 | ||
Preferred units distributions |
| (10,181) |
| (10,181) | ||
Net income available to common unitholders | $ | 60,045 | $ | 64,700 | ||
Net income per unit available to common unitholders: |
|
|
|
| ||
Basic | $ | 0.20 | $ | 0.22 | ||
Diluted | $ | 0.20 | $ | 0.22 | ||
Weighted average common units outstanding: |
|
|
|
| ||
Basic |
| 297,180 |
| 290,163 | ||
Diluted |
| 309,026 |
| 290,662 | ||
See accompanying notes to the condensed consolidated financial statements.
11
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Net income | $ | 68,837 | $ | 76,910 | ||
Other comprehensive income (loss): |
|
|
|
| ||
Foreign currency translation adjustments |
| (112,076) |
| (13,877) | ||
Increase (decrease) in fair value of derivatives |
| 572 |
| (1,344) | ||
Reclassification to interest expense from derivatives |
| (6,543) |
| (103) | ||
Other comprehensive loss | (118,047) | (15,324) | ||||
Comprehensive loss (income) income attributable to Digital Realty Trust, L.P. | $ | (49,210) | $ | 61,586 | ||
Comprehensive loss (income) attributable to noncontrolling interests |
| 62,238 |
| (2,029) | ||
Comprehensive income attributable to Digital Realty Trust, L.P. | $ | 13,028 | $ | 59,557 | ||
See accompanying notes to the condensed consolidated financial statements.
12
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
Accumulated | |||||||||||||||||||||||||||
Redeemable | General Partner | Limited Partners | Other | ||||||||||||||||||||||||
Noncontrolling | Preferred Units | Common Units | Common Units | Comprehensive | Noncontrolling | ||||||||||||||||||||||
Three Months Ended March 31, 2023 |
| Interests |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Loss, Net |
| Interests |
| Total Capital | |||||||
Balance as of December 31, 2022 |
| $ | 1,514,679 | 30,200,000 |
| 731,690 | 291,148,222 |
| 17,447,442 |
| 6,288,669 |
| 436,942 |
| (613,423) |
| 104,814 |
| 18,107,465 | ||||||||
Conversion of limited partner common units to general partner common units |
| — | — |
| — | 6,201 |
| 474 |
| (6,201) |
| (474) |
| — |
| — |
| — | |||||||||
Vesting of restricted common units, net |
| — | — |
| — | 90,306 |
| — |
| — |
| — |
| — |
| — |
| — | |||||||||
Common unit offering costs | — | — |
| — | — |
| (440) |
| — |
| — |
| — |
| — |
| (440) | ||||||||||
Issuance of limited partner common units, net |
| — | — |
| — | — |
| — |
| 179,689 |
| — |
| — |
| — |
| — | |||||||||
Units issued under equity plans, net of unit settlement to satisfy tax withholding upon vesting |
| — | — |
| — | 53,881 |
| (1,613) |
| — |
| — |
| — |
| — |
| (1,613) | |||||||||
Amortization of share-based compensation |
| — | — |
| — | — |
| 17,502 |
| — |
| — |
| — |
| — |
| 17,502 | |||||||||
Reclassification of vested share-based awards |
| — | — |
| — | — |
| (33,556) |
| — |
| 33,556 |
| — |
| — |
| — | |||||||||
Adjustment to redeemable partnership units |
| (306) | — |
| — | — |
| 306 |
| — |
| — |
| — |
| — |
| 306 | |||||||||
Distributions |
| (190) | — |
| (10,181) | — |
| (356,214) |
| — |
| (7,675) |
| — |
| — |
| (374,070) | |||||||||
Contributions from noncontrolling interests in consolidated entities | 129 | — |
| — | — |
| — |
| — |
| — |
| — |
| 4,552 |
| 4,552 | ||||||||||
Deconsolidation of noncontrolling interests in consolidated entities |
| — | — |
| — | — |
| — |
| — |
| — |
| — |
| (65,358) |
| (65,358) | |||||||||
Net income |
| (2,288) | — |
| 10,181 | — |
| 58,545 |
| — |
| 1,468 |
| — |
| 931 |
| 71,125 | |||||||||
Other comprehensive income (loss) | (63,252) | — | — | — | 839 | — | — | (58,037) | 2,403 | (54,795) | |||||||||||||||||
Balance as of March 31, 2023 |
| $ | 1,448,772 | 30,200,000 | $ | 731,690 | 291,298,610 | $ | 17,133,285 |
| 6,462,157 | $ | 463,817 | $ | (671,460) | $ | 47,342 | $ | 17,704,674 | ||||||||
See accompanying notes to the condensed consolidated financial statements.
13
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
Accumulated | |||||||||||||||||||||||||||
Redeemable | General Partner | Limited Partners | Other | ||||||||||||||||||||||||
Noncontrolling | Preferred Units | Common Units | Common Units | Comprehensive | Noncontrolling | ||||||||||||||||||||||
Three Months Ended March 31, 2022 |
| Interests |
| Units |
| Amount |
| Units |
| Amount |
| Units |
| Amount |
| Loss, Net |
| Interests |
| Total Capital | |||||||
Balance as of December 31, 2021 |
| $ | 46,995 | 30,200,000 | $ | 731,690 | 284,415,013 | $ | 17,446,758 |
| 5,931,771 | $ | 432,902 | $ | (181,445) | $ | 46,882 | $ | 18,476,787 | ||||||||
Conversion of limited partner common units to general partner common units |
| — | — |
| — | 14,861 |
| 1,258 |
| (14,861) |
| (1,258) |
| — |
| — |
| — | |||||||||
Vesting of restricted common units, net |
| — | — |
| — | 194,020 |
| — |
| — |
| — |
| — |
| — |
| — | |||||||||
Payment of common unit offering costs and other |
| — | — |
| — | — |
| (4,024) |
| 373,555 |
| — |
| — |
| — |
| (4,024) | |||||||||
Units issued under equity plans, net of unit settlement to satisfy tax withholding upon vesting |
| — | — |
| — | 42,188 |
| (1,193) |
| — |
| — |
| — |
| — |
| (1,193) | |||||||||
Amortization of share-based compensation |
| — | — |
| — | — |
| 18,545 |
| — |
| — |
| — |
| — |
| 18,545 | |||||||||
Reclassification of vested share-based awards |
| — | — |
| — | — |
| (26,531) |
| — |
| 26,531 |
| — |
| — |
| — | |||||||||
Adjustment to redeemable partnership units |
| (5,473) | — |
| — | — |
| 5,473 |
| — |
| — |
| — |
| — |
| 5,473 | |||||||||
Distributions | (190) | — |
| — | — |
| (358,206) |
| — |
| (7,786) |
| — |
| — |
| (365,992) | ||||||||||
Contributions from noncontrolling interests in consolidated entities |
| 1,367 | — | — | — | — | — | — | — | 17,559 | 17,559 | ||||||||||||||||
Net income |
| 35 | — |
| — | — |
| 73,281 |
| — |
| 1,565 |
| — |
| 2,029 |
| 76,875 | |||||||||
Other comprehensive income (loss) |
| — | — |
| — | — |
| — |
| — |
| — |
| (15,324) |
| — |
| (15,324) | |||||||||
Balance as of March 31, 2022 |
| $ | 42,734 | 30,200,000 | $ | 731,690 | 284,666,082 | $ | 17,155,361 | 6,290,465 | $ | 451,954 | $ | (196,769) | $ | 66,470 | $ | 18,208,706 | |||||||||
See accompanying notes to the condensed consolidated financial statements.
14
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended March 31, | ||||||
2023 |
| 2022 | ||||
Cash flows from operating activities: |
|
|
| |||
Net income | $ | 68,837 | $ | 76,910 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Gain on disposition of properties, net |
| — |
| (2,770) | ||
Equity in earnings of unconsolidated entities |
| (14,897) |
| (60,958) | ||
Distributions from unconsolidated entities |
| 28,904 |
| 14,419 | ||
Depreciation and amortization | 421,198 | 382,132 | ||||
Amortization of share-based compensation |
| 17,502 |
| 18,545 | ||
Loss from early extinguishment of debt |
| — |
| 51,135 | ||
Straight-lined rents and amortization of above and below market leases |
| (18,971) |
| (1,048) | ||
Amortization of deferred financing costs and debt discount / premium | 5,409 | 4,972 | ||||
Other items, net | (3,880) | 14,499 | ||||
Changes in assets and liabilities: | — | |||||
Increase in accounts receivable and other assets | (141,958) | (168,789) | ||||
Decrease in accounts payable and other liabilities |
| (12,418) |
| (51,362) | ||
Net cash provided by operating activities | 349,726 | 277,685 | ||||
Cash flows from investing activities: |
| |||||
Improvements to investments in real estate | (738,677) | (518,734) | ||||
Cash paid for business combination / asset acquisitions, net of cash acquired | (57,001) | (20,133) | ||||
Proceeds from (investment in) unconsolidated entities, net |
| 52,991 | (150,196) | |||
Other investing activities, net | (6,320) | (30,029) | ||||
Net cash used in investing activities | (749,007) | (719,092) | ||||
Cash flows from financing activities: | ||||||
Net proceeds from credit facilities | 345,150 | 551,022 | ||||
Borrowings on secured / unsecured debt | 790,962 | 1,125,318 | ||||
Repayments on secured / unsecured debt |
| (3,081) | (450,000) | |||
Premium paid for early extinguishment of debt | — | (49,662) | ||||
Capital contributions from noncontrolling interests, net |
| 4,681 | 18,926 | |||
Payments of dividends and distributions |
| (737,976) | (704,911) | |||
Other financing activities, net |
| (8,828) | (12,397) | |||
Net cash provided by financing activities |
| 390,908 |
| 478,296 | ||
Net (decrease) increase in cash, cash equivalents and restricted cash |
| (8,373) |
| 36,889 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (693) |
| (20,035) | |||
Cash, cash equivalents and restricted cash at beginning of period | 150,696 |
| 151,485 | |||
Cash, cash equivalents and restricted cash at end of period | $ | 141,630 | $ | 168,339 | ||
See accompanying notes to the condensed consolidated financial statements.
15
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
Organization and Description of Business. Digital Realty Trust, Inc. (the Parent), through its controlling interest in Digital Realty Trust, L.P. (the Operating Partnership or the OP) and the subsidiaries of the OP (collectively, we, our, us or the Company), is a leading global provider of data center (including colocation and interconnection) solutions for customers across a variety of industry verticals ranging from cloud and information technology services, social networking and communications to financial services, manufacturing, energy, healthcare, and consumer products. The OP, a Maryland limited partnership, is the entity through which the Parent, a Maryland corporation, conducts its business of owning, acquiring, developing and operating data centers. The Parent operates as a REIT for U.S. federal income tax purposes.
The Parent’s only material asset is its ownership of partnership interests of the OP. The Parent generally does not conduct business itself, other than acting as the sole general partner of the OP, issuing public securities from time to time and guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The Parent has not issued any debt but guarantees the unsecured debt of the OP and certain of its subsidiaries and affiliates.
The OP holds substantially all the assets of the Company. The OP conducts the operations of the business and has no publicly traded equity. Except for net proceeds from public equity issuances by the Parent, which are generally contributed to the OP in exchange for partnership units, the OP generally generates the capital required by the Company’s business primarily through the OP’s operations, by the OP’s or its affiliates’ direct or indirect incurrence of indebtedness or through the issuance of partnership units.
Accounting Principles and Basis of Presentation. The accompanying unaudited interim condensed consolidated financial statements and accompanying notes (the “Financial Statements”) are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in our reporting currency, the U.S. dollar. All of the accounts of the Parent, the OP, and the subsidiaries of the OP are included in the accompanying Financial Statements. All material intercompany transactions with consolidated entities have been eliminated. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Interim results are not always indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”), as filed with the U.S. Securities and Exchange Commission (“SEC”) and other filings with the SEC.
Management Estimates and Assumptions. U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of revenue and expenses during the reporting period, reported amounts for assets and liabilities as of the date of the financial statements, and disclosures of contingent assets and liabilities as of the date of the financial statements. Although we believe the estimates and assumptions we made are reasonable and appropriate, as discussed in the applicable sections throughout the consolidated financial statements, different assumptions and estimates could materially impact our reported results. Actual results and outcomes may differ from our assumptions.
New Accounting Pronouncements. Recently issued accounting pronouncements that have yet to be adopted by the Company are not expected to have a material impact to the condensed consolidated financial statements.
16
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. Investments in Properties
A summary of our investments in properties is below (in thousands):
Property Type | As of March 31, 2023 | As of December 31, 2022 | |||||
Land | $ | 1,096,898 | $ | 1,061,408 | |||
Acquired ground lease | 6,132 | 6,006 | |||||
Buildings and improvements | 25,154,186 | 24,287,103 | |||||
Tenant improvements | 794,806 | 781,540 | |||||
27,052,022 | 26,136,057 | ||||||
Accumulated depreciation and amortization | (7,600,559) | (7,268,981) | |||||
Investments in operating properties, net | 19,451,463 | 18,867,076 | |||||
Construction in progress and space held for development | 4,563,578 | 4,789,134 | |||||
Land held for future development | 194,564 | 118,452 | |||||
Investments in properties, net | $ | 24,209,605 | $ | 23,774,662 | |||
3. Business Combinations
On August 1, 2022, we completed the acquisition of a 61.1% indirect controlling interest in Teraco, a leading carrier-neutral data center and interconnection services provider in South Africa (the “Teraco Acquisition”). The total purchase price was $1.7 billion cash, funded by our global revolving credit facility and partial settlement of our forward equity sale agreements described under Note 11. “Equity and Capital—Forward Equity Sale.” Teraco controls (and consolidates) the Teraco Connect Trust (“the Trust”) that was created as part of the Broad Based Black Economic Empowerment Program in South Africa. The Trust owns a 12% interest in Teraco’s primary operating company, however, because Teraco (and the Company) controls the Trust, the Trust is consolidated by Teraco (and the Company). If the Trust was not consolidated by Teraco, the Company’s ownership interest in Teraco would be approximately 55%.
Goodwill — The purchase price of the Teraco Acquisition exceeded the fair value of net tangible and intangible assets acquired and liabilities assumed by $1.6 billion. This amount was recorded as goodwill. We believe the strategic benefits of the acquisition support the value of goodwill recorded. Specifically, Teraco has numerous cross-connects, cloud on-ramps and data centers in addition to direct access to multiple subsea cables. The acquisition of Teraco added South Africa to the Company’s existing markets on the continent, including in Kenya, Mozambique, and Nigeria. The strategic importance of these markets has been enhanced by the recent and ongoing implementation of new subsea cable networks encircling Africa. When combined with the Company’s highly connected facilities in Marseille, France, and across EMEA, our customers now have a range of strategic connectivity hubs from which to serve all corners of the African market.
17
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Redeemable Noncontrolling Interest (“Redeemable NCI”) — As part of the Teraco Acquisition, the Company and certain of its subsidiaries entered into a put/call agreement with the owners of the interest in Teraco that was not acquired by the Company (the “Put/Call Agreement”). The interest retained by these owners is hereafter referred to as the “Remaining Teraco Interest” and the owners of such interest are hereafter referred to as the “Rollover Shareholders”. Pursuant to the Put/Call Agreement, the Rollover Shareholders have the right to sell all or a portion of the Remaining Teraco Interest to the Company for a two-year period beginning on February 1, 2026, and the Company has the right to purchase all or a portion of the Remaining Teraco Interest from the Rollover Shareholders for a one-year period beginning on February 1, 2028. Per the terms of the agreement, the purchase price of the Remaining Teraco Interest for the put right and the call right can be settled by the Company with cash, shares in the Company, or a combination of cash and shares. In the event the Company elects to settle a put or call in whole or in part with shares of Digital Realty Trust, Inc.’s common stock, such shares will be issued in a private placement transaction with customary accompanying registration rights.
Since the Rollover Shareholders can redeem the put right at their discretion and such redemption, which could be in cash, is outside the Company’s control, the Company recorded the noncontrolling interest as Redeemable NCI and classified it in temporary equity within its condensed consolidated balance sheets. The Redeemable NCI was initially recorded at its acquisition-date fair value and will be adjusted each reporting period for income (or loss) attributable to the noncontrolling interest (a $2.3 million net loss for the three months ended March 31, 2023). If the contractual redemption value of the Redeemable NCI is greater than its carrying value, an adjustment is made to reflect Redeemable NCI at the higher of its contractual redemption value or its carrying value each reporting period. Changes to the redemption value are recognized immediately in the period the change occurs. If the redemption value of the Redeemable NCI is equal to or less than the fair market value of the Remaining Teraco Interest, the change in the redemption value will be adjusted through Additional Paid in Capital. If the redemption value is greater than the fair market value of the Remaining Teraco Interest, the change in redemption value will be adjusted through Retained Earnings. These adjustments are not reflected on the Company’s income statement, but are instead reflected as adjustments to the net income component of the Company’s earnings per share calculations. When calculating earnings per share attributable to Digital Realty Trust, Inc., the Company adjusts net income attributable to Digital Realty Trust, Inc. to the extent the redemption value exceeds the fair value of the Redeemable NCI on a cumulative basis. For the three months ended March 31, 2023, no such adjustment was required.
4. Leases
Lessor Accounting
We generate most of our revenue by leasing operating properties to customers under operating lease agreements. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term if we determine that it is probable that substantially all of the lease payments will be collected over the lease term. Otherwise, rental revenue is recognized based on the amount contractually due. Generally, under the terms of our leases, some of our rental expenses, including common area maintenance, real estate taxes and insurance, are recovered from our customers. We record amounts reimbursed by customers in the period the applicable expenses are incurred, which is generally ratably throughout the term of the lease. Reimbursements are recognized in rental and other services revenue in the condensed consolidated income statements as we are the primary obligor with respect to purchasing and selecting goods and services from third-party vendors and bearing the associated credit risk.
18
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Lessee Accounting
We lease space at certain of our data centers from third parties and certain equipment under noncancelable lease agreements. Leases for our data centers expire at various dates through 2069. As of March 31, 2023, certain of our data centers, primarily in Europe and Singapore, are subject to ground leases. As of March 31, 2023, the termination dates of these ground leases generally range from 2027 to 2108. In addition, our corporate headquarters along with several regional office locations are subject to leases with termination dates ranging from 2023 to 2041. The leases generally require us to make fixed rental payments that increase at defined intervals during the term of the lease plus pay our share of common area, real estate and utility expenses as incurred. The leases neither contain residual value guarantees nor impose material restrictions or covenants on us. Further, the leases have been classified and accounted for as either operating or finance leases. Rent expense related to operating leases included in rental property operating and maintenance expense in the condensed consolidated income statements was approximately $38.4 million and $37.4 million for the three months ended March 31, 2023 and 2022, respectively.
5. Receivables
Accounts and Other Receivables, Net
Accounts and Other Receivables, net - is primarily comprised of contractual rents and other lease-related obligations currently due from customers. These amounts (net of an allowance for estimated uncollectible amounts) are shown in the subsequent table as Accounts receivable – trade, net. Other receivables shown separately from Accounts receivable – trade, net consist primarily of amounts that have not yet been billed to customers, such as for utility reimbursements and installation fees.
Balance as of | Balance as of | |||||
(Amounts in thousands): | March 31, 2023 | December 31, 2022 | ||||
Accounts receivable – trade | $ | 622,943 | $ | 551,393 | ||
Allowance for doubtful accounts | (36,240) | (33,048) | ||||
Accounts receivable – trade, net | 586,703 | 518,345 | ||||
Accounts receivable – customer recoveries | 216,854 | 170,012 | ||||
Value-added tax receivables | 143,048 | 167,459 | ||||
Accounts receivable – installation fees | 56,828 | 60,663 | ||||
Other receivables | 66,633 | 52,813 | ||||
Accounts and other receivables, net | $ | 1,070,066 | $ | 969,292 | ||
Deferred Rent Receivables
Deferred rent receivables represent rental income that has been recognized as revenue under ASC 842, but which is not yet due from customers under their existing rental agreements. The Company recognizes an allowance against deferred rent receivables to the extent it becomes no longer probable that a customer or group of customers will be able to make substantially all of their required cash rental payments over the entirety of their respective lease terms.
Balance as of | Balance as of | |||||
(Amounts in thousands): | March 31, 2023 | December 31, 2022 | ||||
Deferred rent receivables | $ | 638,416 | $ | 612,439 | ||
Allowance for deferred rent receivables | (10,716) | (10,849) | ||||
Deferred rent receivables, net | $ | 627,700 | $ | 601,590 | ||
19
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Investments in Unconsolidated Entities
A summary of the Company’s investments in unconsolidated entities accounted for under the equity method of accounting is shown below (in thousands):
Year | Metropolitan | Balance as of | Balance as of | ||||||||||
Entity | Entity Formed | Area of Properties | % Ownership | March 31, 2023 | December 31, 2022 | ||||||||
Digital Core REIT (DCRU) | 2021 | U.S. / Toronto / Frankfurt | 35 | % | $ | 328,906 | $ | 328,584 | |||||
Ownership interest in DCRU operating properties | 2021 | U.S. / Toronto / Frankfurt | Various | 135,789 | 136,431 | ||||||||
Ascenty | 2019 | Brazil / Chile / Mexico | 51 | % | 638,028 | 606,141 | |||||||
Mapletree | 2019 | Northern Virginia | 20 | % | 156,780 | 160,200 | |||||||
Mitsubishi(1) | Various | Osaka / Tokyo | 50 | % |
| 412,752 |
| 453,420 | |||||
Lumen | 2012 | Hong Kong | 50 | % |
| 69,352 |
| 68,821 | |||||
Other | Various | U.S. / India / Nigeria | Various |
| 253,969 |
| 237,829 | ||||||
Total |
|
| $ | 1,995,576 | $ | 1,991,426 | |||||||
| (1) | During the three months ended March 31, 2023, we derecognized all assets, liabilities and 50% noncontrolling interests related to a joint venture that was previously consolidated and recognized an equity method investment of approximately $61.9 million based on the value of our 50% noncontrolling interest in the joint venture. We had concluded that we would consolidate the joint venture during the development phase of the buildings because we had the power to direct activities that most significantly impacted the joint venture’s economic performance, however, upon the building’s completion and commencing the operational phase, we no longer have the power to direct the activities that most significantly impact the joint venture’s economic performance and deconsolidated the joint venture and recognized the investment under the equity method as we still retained significant influence. |
DCREIT – Digital Core REIT is a standalone real estate investment trust formed under Singapore law, which is publicly-traded on the Singapore Exchange under the ticker symbol “DCRU”. Digital Core REIT owns 11 operating data center properties. The Company’s ownership interest in the units of DCRU, as well as its ownership interest in the operating properties of DCRU are collectively referred to as the Company’s investment in DCREIT.
As of March 31, 2023, the Company held 35% of the outstanding DCRU units and separately owned a 10% direct retained interest in the underlying North American operating properties and a 75% direct retained interest in the underlying German operating property.
The Company’s 35% interest in DCRU consisted of 399 million units and 396 million units as of March 31, 2023 and December 31, 2022, respectively. Based on the closing price per unit of $0.445 and $0.55 as of March 31, 2023 and December 31, 2022, respectively, the fair value of the units the Company owned in DCRU was approximately $178 million and $218 million as of March 31, 2023 and December 31, 2022, respectively.
These values do not include the value of the Company’s 10% interest in the North American operating properties and 75% interest in the German operating property of DCRU, because the associated ownership interests are not publicly traded. The Company accounts for its investment in DCREIT as an equity method investment (and not at fair value) based on the significant influence it is able to exert on DCREIT. The Company determined that the decline in fair value of the investment in DCRU as compared to the Company’s book basis as of March 31, 2023 was temporary in nature.
20
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Pursuant to contractual agreements with DCRU and its operating properties, the Company will earn fees for asset and property management services as well as fees for aiding in future acquisition, disposition and development activities. Certain of these fees are payable to the Company in the form of additional units in DCRU or in cash. During the three months ended March 31, 2023 and 2022, the Company earned fees pursuant to these contractual agreements of approximately $2.3 million, which is recorded as fee income and other on the condensed consolidated income statement.
Ascenty – The Company’s ownership interest in Ascenty includes an approximate 2% interest held by one of the Company’s non-controlling interest holders. This 2% interest had a carrying value of approximately $16 million and $18 million as of March 31, 2023 and December 31, 2022, respectively. Ascenty is a variable interest entity (“VIE”) and the Company’s maximum exposure to loss related to this VIE is limited to our equity investment in the entity.
Debt – The debt of our unconsolidated entities generally is non-recourse to us, except for customary exceptions pertaining to matters such as intentional misuse of funds, environmental conditions, and material misrepresentations.
7. Goodwill
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Changes in the value of goodwill at March 31, 2023 as compared to December 31, 2022 were primarily driven by changes in exchange rates associated with goodwill balances denominated in foreign currencies.
8. Acquired Intangible Assets and Liabilities
The following table summarizes our acquired intangible assets and liabilities:
Amortization of customer relationship value, acquired in-place lease value and other intangibles (a component of depreciation and amortization expense) was approximately $68.5 million and $61.6 million for the three months ended March 31, 2023 and 2022, respectively.
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase in rental and other services revenue of $1.7 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively.
21
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Estimated annual amortization for each of the five succeeding years and thereafter, commencing April 1, 2023 is as follows:
(Amounts in thousands) | Customer relationship value | Acquired in-place lease value | Other (1) | Acquired above-market leases | Acquired below-market leases | |||||||||
2023 | $ | 149,594 | $ | 47,726 | $ | 3,529 | $ | 3,249 | $ | (9,263) | ||||
2024 |
| 198,879 |
| 58,810 |
| 4,705 |
| 2,584 |
| (11,232) | ||||
2025 |
| 198,336 |
| 55,773 |
| 4,665 |
| 1,452 |
| (10,242) | ||||
2026 |
| 197,698 |
| 51,704 |
| 4,462 |
| 684 |
| (8,671) | ||||
2027 |
| 197,306 |
| 41,308 |
| 4,447 |
| 214 |
| (8,010) | ||||
Thereafter |
| 1,439,004 |
| 51,769 |
| 4,820 |
| 686 |
| (37,852) | ||||
Total | $ | 2,380,817 | $ | 307,090 | $ | 26,628 | $ | 8,869 | $ | (85,270) |
| (1) | Excludes power grid rights in the amount of approximately $46.2 million that are currently not being amortized. Amortization of these assets will begin once the data centers associated with the power grid rights are placed into service. |
9. Debt of the Operating Partnership
All debt is currently held by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the Global Revolving Credit Facility and the Yen Revolving Credit Facility (together, referred to as the “Global Revolving Credit Facilities”), the unsecured term loans and the unsecured senior notes. A summary of outstanding indebtedness is as follows (in thousands):
The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt, along with cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign subsidiaries.
We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies (in thousands, U.S. dollars):
22
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The table below summarizes debt maturities and principal payments as of March 31, 2023 (in thousands):
Global Revolving | Unsecured | Unsecured | Secured and | ||||||||||||
| Credit Facilities (1)(2) |
| Term Loans(3) |
| Senior Notes |
| Other Debt |
| Total Debt | ||||||
2023 | $ | — | $ | — | $ | 109,235 | $ | 6,254 | $ | 115,489 | |||||
2024 | — | — | 958,765 | 9,381 | 968,146 | ||||||||||
2025 | — | 1,552,925 | 1,198,015 | — | 2,750,940 | ||||||||||
2026 |
| 2,531,056 |
| — |
| 1,465,590 |
| 55,744 |
| 4,052,390 | |||||
2027 |
| — |
| — |
| 1,163,853 |
| 135,000 |
| 1,298,853 | |||||
Thereafter |
| — |
| — |
| 8,461,841 |
| 357,477 |
| 8,819,318 | |||||
Subtotal | $ | 2,531,056 | $ | 1,552,925 | $ | 13,357,299 | $ | 563,856 | $ | 18,005,136 | |||||
Unamortized net discounts |
| — |
| — |
| (36,410) |
| — |
| (36,410) | |||||
Unamortized deferred financing costs | (16,854) | (10,650) | (62,810) | (2,901) | (93,215) | ||||||||||
Total | $ | 2,514,202 | $ | 1,542,275 | $ | 13,258,079 | $ | 560,955 | $ | 17,875,511 | |||||
| (1) | Includes amounts outstanding for the Global Revolving Credit Facilities. |
| (2) | The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us. |
| (3) | A €375.0 million senior unsecured term loan facility is subject to two maturity extension options of one year each. Our U.S. term loan facility of $740 million is subject to one twelve-month extension, provided that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans. |
Unsecured Senior Notes
The following table provides details of our unsecured senior notes (balances in thousands):
Aggregate Principal Amount at Issuance | Balance as of | |||||||||||||
Borrowing Currency | USD | Maturity Date | March 31, 2023 | December 31, 2022 | ||||||||||
0.600% notes due 2023 | CHF | 100,000 | $ | 108,310 | Oct 02, 2023 | $ | 109,235 | $ | 108,121 | |||||
2.625% notes due 2024 | € | 600,000 | 677,040 | Apr 15, 2024 | 650,340 | 642,300 | ||||||||
2.750% notes due 2024 | £ | 250,000 | 324,925 | Jul 19, 2024 | 308,425 | 302,075 | ||||||||
4.250% notes due 2025 | £ | 400,000 | 634,480 | Jan 17, 2025 | 493,480 | 483,320 | ||||||||
0.625% notes due 2025 | € | 650,000 | 720,980 | Jul 15, 2025 | 704,535 | 695,825 | ||||||||
2.500% notes due 2026 | € | 1,075,000 | 1,224,640 | Jan 16, 2026 | 1,165,193 | 1,150,788 | ||||||||
0.200% notes due 2026 | CHF | 275,000 | 298,404 | Dec 15, 2026 | 300,397 | 297,331 | ||||||||
1.700% notes due 2027 | CHF | 150,000 | 162,465 | Mar 30, 2027 | 163,853 | 162,181 | ||||||||
3.700% notes due 2027(1) | $ | 1,000,000 | 1,000,000 | Aug 15, 2027 | 1,000,000 | 1,000,000 | ||||||||
5.550% notes due 2028(1) | $ | 900,000 | 900,000 | Jan 15, 2028 | 900,000 | 900,000 | ||||||||
1.125% notes due 2028 | € | 500,000 | 548,550 | Apr 09, 2028 | 541,950 | 535,250 | ||||||||
4.450% notes due 2028 | $ | 650,000 | 650,000 | Jul 15, 2028 | 650,000 | 650,000 | ||||||||
0.550% notes due 2029 | CHF | 270,000 | 292,478 | Apr 16, 2029 | 294,936 | 291,925 | ||||||||
3.600% notes due 2029 | $ | 900,000 | 900,000 | Jul 01, 2029 | 900,000 | 900,000 | ||||||||
3.300% notes due 2029 | £ | 350,000 | 454,895 | Jul 19, 2029 | 431,795 | 422,905 | ||||||||
1.500% notes due 2030 | € | 750,000 | 831,900 | Mar 15, 2030 | 812,925 | 802,875 | ||||||||
3.750% notes due 2030 | £ | 550,000 | 719,825 | Oct 17, 2030 | 678,535 | 664,565 | ||||||||
1.250% notes due 2031 | € | 500,000 | 560,950 | Feb 01, 2031 | 541,950 | 535,250 | ||||||||
0.625% notes due 2031 | € | 1,000,000 | 1,220,700 | Jul 15, 2031 | 1,083,900 | 1,070,500 | ||||||||
1.000% notes due 2032 | € | 750,000 | 874,500 | Jan 15, 2032 | 812,925 | 802,875 | ||||||||
1.375% notes due 2032 | € | 750,000 | 849,375 | Jul 18, 2032 | 812,925 | 802,875 | ||||||||
$ | 13,357,299 | $ | 13,220,961 | |||||||||||
Unamortized discounts, net of premiums | (36,410) | (37,280) | ||||||||||||
Deferred financing costs, net | (62,810) | (63,648) | ||||||||||||
Total unsecured senior notes, net of discount and deferred financing costs | $ | 13,258,079 | $ | 13,120,033 | ||||||||||
23
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| (1) | Subject to cross-currency swaps. |
Restrictive Covenants in Unsecured Senior Notes
The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At March 31, 2023, we were in compliance with each of these financial covenants.
Early Extinguishment of Unsecured Senior Notes
We recognized the following losses on early extinguishment of unsecured notes:
| ● | During the three months ended March 31, 2022: $51.1 million primarily due to redemption of the 4.750% Notes due 2025 in February 2022. |
USD Term Loan Agreement
On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into an escrow agreement (the “Escrow Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Operating Partnership, the Company, the Administrative Agent and the Lenders delivered executed signature pages to a new term loan agreement among the Operating Partnership, the Company, the Lenders and the Administrative Agent (the “Term Loan Agreement”) to be held in escrow by the Escrow Agent and released by the Escrow Agent upon satisfaction of the terms described in the Escrow Agreement. On January 9, 2023, the terms and conditions of the Escrow Agreement were satisfied, and, on such date, the Term Loan Agreement was deemed executed and became effective. The Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “Term Loan Facility”). The Term Loan Facility provides for borrowings in U.S. dollars. The Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension option at the Operating Partnership’s option; provided, that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the Term Loan Facility.
24
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10. Earnings per Common Share or Unit
The following is a summary of basic and diluted income per share/unit (in thousands, except per share/unit amounts):
Digital Realty Trust, Inc. Earnings per Common Share
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Numerator: | ||||||
Net income available to common stockholders | $ | 58,545 | $ | 63,100 | ||
Plus: Loss attributable to redeemable noncontrolling interest (1) | (2,320) | — | ||||
Net income available to common stockholders - diluted EPS | 60,865 | 63,100 | ||||
Denominator: | ||||||
Weighted average shares outstanding—basic |
| 291,219 |
| 284,526 | ||
Potentially dilutive common shares: |
|
|
| |||
Unvested incentive units |
| 176 |
| 348 | ||
Unvested restricted stock | 27 | 91 | ||||
Market performance-based awards |
| 1 |
| 60 | ||
Redeemable noncontrolling interest shares (1) | 11,644 | — | ||||
Weighted average shares outstanding—diluted |
| 303,065 |
| 285,025 | ||
Income per share: |
|
|
|
| ||
Basic | $ | 0.20 | $ | 0.22 | ||
Diluted | $ | 0.20 | $ | 0.22 | ||
Digital Realty Trust, L.P. Earnings per Unit
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Numerator: | ||||||
Net income available to common unitholders | $ | 60,045 | $ | 64,700 | ||
Plus: Loss attributable to redeemable noncontrolling interest (1) | (2,320) | — | ||||
Net income available to common unitholders - diluted EPS | 62,365 | 64,700 | ||||
Denominator: | ||||||
Weighted average units outstanding—basic |
| 297,180 |
| 290,163 | ||
Potentially dilutive common units: |
|
|
|
| ||
Unvested incentive units |
| 176 |
| 348 | ||
Unvested restricted units | 27 | 91 | ||||
Market performance-based awards |
| 1 |
| 60 | ||
Redeemable noncontrolling interest shares (1) | 11,644 | — | ||||
Weighted average units outstanding—diluted |
| 309,026 |
| 290,662 | ||
Income per unit: |
|
|
|
| ||
Basic | $ | 0.20 | $ | 0.22 | ||
Diluted | $ | 0.20 | $ | 0.22 | ||
25
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| (1) | Pursuant to the Put/Call Agreement with the Rollover Shareholders who remained after the Teraco Acquisition, the Rollover Shareholders have a put right on the Remaining Interest of Teraco that can be settled by the Company in Digital Realty Trust, Inc. shares, in cash, or a combination of cash and shares. Under U.S. GAAP, diluted earnings per share must be reflected in a manner that assumes such put right was exercised at the beginning of the respective periods and settled entirely in shares. The amounts shown represent the redemption value of the Remaining Interest of Teraco divided by Digital Realty Trust, Inc.’s average share price for the respective periods. The put right is exercisable by the Rollover Shareholders for a two-year period commencing on February 1, 2026. |
The below table shows the securities that would be antidilutive or not dilutive to the calculation of earnings per share and unit. Common units of the Operating Partnership not owned by Digital Realty Trust, Inc. were excluded only from the calculation of earnings per share as they are not applicable to the calculation of earnings per unit. All other securities shown below were excluded from the calculation of both earnings per share and earnings per unit (in thousands).
11. Equity and Capital
Equity Distribution Agreement
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are parties to an ATM Equity OfferingSM Sales Agreement dated April 1, 2022, as amended by Amendment No. 1 to ATM Equity OfferingSM Sales Agreement dated March 16, 2023 (the “Sales Agreement”). Pursuant to the Sales Agreement, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. For the three months ended March 31, 2023, we had no sales under the Sales Agreement and $1.5 billion is still available.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are owned by third parties. The following table shows the ownership interest in the Operating Partnership as of March 31, 2023 and December 31, 2022 (in thousands):
March 31, 2023 | December 31, 2022 | |||||||||
Number of | Percentage of | Number of | Percentage of | |||||||
| units |
| total | units |
| total | ||||
Digital Realty Trust, Inc. | 291,299 | 97.8 | % | 291,148 | 97.9 | % | ||||
Noncontrolling interests consist of: |
|
|
|
|
|
| ||||
Common units held by third parties |
| 4,375 |
| 1.5 | % | 4,375 |
| 1.5 | % | |
Incentive units held by employees and directors (see Note 13. "Incentive Plan") |
| 2,087 |
| 0.7 | % | 1,914 |
| 0.6 | % | |
| 297,761 |
| 100.0 | % | 297,437 |
| 100.0 | % | ||
26
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed balance sheet.
The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $614.4 million and $591.2 million based on the closing market price of Digital Realty Trust, Inc. common stock on March 31, 2023 and December 31, 2022, respectively.
The following table shows activity for noncontrolling interests in the Operating Partnership for the three months ended March 31, 2023 (in thousands):
| (1) | These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid-in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc. |
Dividends and Distributions
Digital Realty Trust, Inc. Dividends
We have declared and paid the following dividends on our common and preferred stock for the three months ended March 31, 2023 (in thousands, except per share data):
Series J | Series K | Series L | ||||||||||||
Preferred | Preferred | Preferred | Common | |||||||||||
Date dividend declared |
| Dividend payment date |
| Stock |
| Stock |
| Stock | Stock | |||||
February 22, 2023 | March 31, 2023 | $ | 2,625 | $ | 3,071 | $ | 4,485 | $ | 356,214 | |||||
Annual rate of dividend per share | $ | 1.31250 | $ | 1.46250 | $ | 1.30000 | $ | 4.88000 | ||||||
27
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Digital Realty Trust, L.P. Distributions
All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the three months ended March 31, 2023 (in thousands, except for per unit data):
Series J | Series K | Series L | ||||||||||||
Preferred | Preferred | Preferred | Common | |||||||||||
Date distribution declared |
| Distribution payment date |
| Units |
| Units | Units | Units | ||||||
February 22, 2023 | March 31, 2023 | $ | 2,625 | $ | 3,071 | $ | 4,485 | $ | 364,204 | |||||
Annual rate of distribution per unit | $ | 1.31250 | $ | 1.46250 | $ | 1.30000 | $ | 4.88000 | ||||||
12. Accumulated Other Comprehensive Income (Loss), Net
The accumulated balances for each item within accumulated other comprehensive income (loss) are shown below (in thousands) for Digital Realty Trust, Inc. and separately for Digital Realty Trust, L.P:
Digital Realty Trust, Inc.
Foreign currency | Cash flow | Foreign currency net | Accumulated other | |||||||||
translation | hedge | investment hedge | comprehensive | |||||||||
| adjustments |
| adjustments |
| adjustments |
| income (loss), net | |||||
Balance as of December 31, 2022 | $ | (536,019) | $ | (98,659) | $ | 38,880 | $ | (595,798) | ||||
Net current period change |
| (50,856) |
| 559 |
| — |
| (50,297) | ||||
Reclassification to interest expense from derivatives |
| — |
| (6,391) |
| — |
| (6,391) | ||||
Balance as of March 31, 2023 | $ | (586,875) | $ | (104,491) | $ | 38,880 | $ | (652,486) | ||||
Digital Realty Trust, L.P.
Foreign currency | Cash flow | Foreign currency net | Accumulated other | |||||||||
translation | hedge | investment hedge | comprehensive | |||||||||
| adjustments |
| adjustments |
| adjustments |
| income (loss) | |||||
Balance as of December 31, 2022 | $ | (551,013) | $ | (102,087) | $ | 39,677 | $ | (613,423) | ||||
Net current period change |
| (52,066) |
| 572 |
| — |
| (51,494) | ||||
Reclassification to interest expense from derivatives |
| — |
| (6,543) |
| — |
| (6,543) | ||||
Balance as of March 31, 2023 | $ | (603,079) | $ | (108,058) | $ | 39,677 | $ | (671,460) | ||||
28
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Incentive Plans
2014 Incentive Award Plan
The Company provides incentive awards in the form of common stock or awards convertible into common stock pursuant to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the “Incentive Plan”). The major categories of awards that can be issued under the Incentive Plan include:
Long-Term Incentive Units (“LTIP Units”): LTIP Units, in the form of profits interest units of the Operating Partnership, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP Units (other than Class D units), whether vested or not, receive the same quarterly per-unit distributions as Operating Partnership common units. Initially, LTIP Units do not have full parity with common units with respect to liquidating distributions. However, if such parity is reached, vested LTIP Units may be converted into an equal number of common units of the Operating Partnership at any time. The awards generally vest over periods between and four years.
Service-Based Restricted Stock Units: Service-based Restricted Stock Units, which vest over periods between and four years, convert to shares of Digital Realty Trust, Inc.’s common stock upon vesting.
Performance-Based Awards (“the Performance Awards”): Performance-based Class D units of the Operating Partnership and performance-based Restricted Stock Units of Digital Realty Trust, Inc.’s common stock may be issued to officers and employees of the Company. The Performance Awards include performance-based and time-based vesting criteria. Depending on the type of award, the total number of units that qualify to fully vest is determined based on either a market performance criterion (“Market-Based Performance Awards”) or financial performance criterion (“Financial-Based Performance Awards”), in each case, subject to time-based vesting.
Market-Based Performance Awards.
The market performance criterion compares Digital Realty Trust, Inc.’s total shareholder return (“TSR”) relative to the MSCI US REIT Index (“RMS”) over a three-year performance period (“Market Performance Period”), subject to continued service, in order to determine the percentage of the total eligible pool of units that qualifies to be awarded. Following the completion of the Market Performance Period, the awards then have a time-based vesting element pursuant to which 50% of the performance-vested units fully vest in the February immediately following the end of the Market Performance Period and 50% of the performance-vested units fully vest in the subsequent February.
Vesting with respect to the market condition is measured based on the difference between Digital Realty Trust, Inc.’s TSR percentage and the TSR percentage of the RMS as is shown in the subsequent table (the “RMS Relative Market Performance”).
29
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
If the RMS Relative Market Performance falls between the levels specified in the above table, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels.
2020 Awards
● | In January 2023, the RMS Relative Market Performance fell between the threshold and target levels for the 2020 awards and, accordingly, 72,230 Class D units and 7,083 Restricted Stock Units performance vested and qualified for time-based vesting. |
● | The Class D units included 5,841 distribution equivalent units that immediately vested on December 31, 2022. |
● | On February 27, 2023, 50% of the 2020 awards vested and the remaining 50% will vest on February 27, 2024, subject to continued employment through the applicable vesting date. |
The grant date fair value of the Market-Based Performance Awards was approximately $8.2 million and $12.3 million for the three months ended March 31, 2023 and 2022, respectively. This amount will be recognized as compensation expense on a straight-line basis over the expected service period of approximately four years.
Financial-Based Performance Awards.
On March 4, 2022, the Company granted Financial-Based Performance Awards, based on growth in core funds from operation (“Core FFO”) during the three-year period commencing on January 1, 2022. The awards have a time-based vesting element consistent with the Market-Based Performance Awards discussed above. For these awards, fair value is based on market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period. The grant date fair value of these awards is $12.3 million, based on Digital Realty Trust, Inc.’s closing stock price at the grant date.
Other Items: In addition to the LTIP Units, service-based Restricted Stock Units and Performance Awards described above, one-time grants of time and/or performance-based Class D units and Restricted Stock Units were issued in connection with the Company’s combination with InterXion Holding N.V. These awards vest over a period of two and three years based on continued service and/or the attainment of performance metrics related to successful integration of the Interxion business.
As of March 31, 2023, approximately 4.3 million shares of common stock, including awards that can be converted to or exchanged for shares of common stock, remained available for future issuance under the Incentive Plan.
Each LTIP unit and each Class D unit issued under the Incentive Plan counts as one share of common stock for purposes of calculating the limit on shares that may be issued under the Incentive Plan and the individual award limits set forth therein.
30
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Below is a summary of our compensation expense and our unearned compensation (in millions):
Expected | ||||||||||||||||||||
|
| period to | ||||||||||||||||||
Deferred Compensation | Unearned Compensation |
| recognize | |||||||||||||||||
Expensed | Capitalized | As of | As of |
| unearned | |||||||||||||||
| Three Months Ended March 31, |
| March 31, | December 31, |
| compensation | ||||||||||||||
Type of incentive award |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| (in years) | ||||||
Long-term incentive units | $ | 2.8 | $ | 5.2 | $ | — | $ | — | $ | 25.0 | $ | 20.7 |
| 2.7 | ||||||
Performance-based awards |
| 4.1 |
| 5.0 |
| 0.1 |
| 0.2 |
| 27.2 |
| 30.3 |
| 2.5 | ||||||
Service-based restricted stock units |
| 7.7 |
| 5.3 |
| 1.1 |
| 1.0 |
| 92.7 |
| 55.4 |
| 3.1 | ||||||
Interxion awards | 0.7 | 0.9 | — | — | 1.1 | 1.9 | 0.5 | |||||||||||||
Activity for LTIP Units and service-based Restricted Stock Units for the three months ended March 31, 2023 is shown below.
Weighted-Average | |||||
| Grant Date Fair | ||||
Unvested Restricted Stock Units |
| Shares |
| Value | |
Unvested, beginning of period |
| 507,837 | $ | 131.57 | |
Granted |
| 461,875 |
| 102.83 | |
Vested |
| (90,035) |
| 122.23 | |
Cancelled or expired |
| (18,366) |
| 139.24 | |
Unvested, end of period |
| 861,311 | $ | 116.97 | |
14. Derivative Instruments
Derivatives Designated as Hedging Instruments
Net Investment Hedges
In September 2022, we entered into cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign subsidiaries. As of March 31, 2023, we had cross-currency interest rate swaps outstanding with notional amounts of $1.55 billion and maturity dates ranging through 2028.
The effect of these net investment hedges on accumulated other comprehensive income and the condensed consolidated income statements for the three months ended March 31, 2023 and 2022 was as follows (in thousands):
Three Months Ended March 31, | |||||||||
| 2023 |
| 2022 | ||||||
Cross-currency interest rate swaps (included component) (1) | $ | 14,365 | $ | — | |||||
Cross-currency interest rate swaps (excluded component) (2) | (9,478) | — | |||||||
Total | $ | 4,887 | $ | — | |||||
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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended March 31, | |||||||||
Location of gain or (loss) | 2023 |
| 2022 | ||||||
Interest expense | $ | 5,589 | $ | — | |||||
| (1) | Included component represents foreign exchange spot rates. |
| (2) | Excluded component represents cross-currency basis spread and interest rates. |
Cash Flow Hedges
We had no material outstanding derivatives designated as cash flow hedges as of March 31, 2023. Amounts reported in accumulated other comprehensive loss related to interest rate swaps are reclassified to interest expense as interest payments are made on our debt. As of March 31, 2023, we had no material interest rate swap agreements outstanding.
Fair Value of Derivative Instruments
The subsequent table presents the fair value of derivative instruments recognized in our condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 (in thousands):
|
|
|
| |||||||||
Cross-currency interest rate swaps | $ | — | $ | 113,508 | $ | — | $ | 108,621 | ||||
Interest rate swaps | 9,274 | 2,034 | 9,036 | 252 | ||||||||
9,274 | 115,542 | 9,036 | 108,873 | |||||||||
| (1) | As presented in our condensed consolidated balance sheets within other assets. |
| (2) | As presented in our condensed consolidated balance sheets within accounts payable and other accrued liabilities. |
15. Fair Value of Financial Instruments
There have been no significant changes in our policy for fair value measurements from what was disclosed in our 2022 Form 10-K.
The carrying amounts for cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and other accrued liabilities, accrued dividends and distributions, security deposits and prepaid rents approximate fair value because of the short-term nature of these instruments. The carrying value of our Global Revolving Credit Facilities and unsecured term loans approximates estimated fair value, because these liabilities have variable interest rates and our credit ratings have remained stable. Differences between the carrying value and fair value of our unsecured senior notes and secured and other debt are caused by differences in interest rates or borrowing spreads that were available to us on March 31, 2023 and December 31, 2022 as compared to those in effect when the debt was issued or assumed.
We calculate the fair value of our secured and other debt and unsecured senior notes based on currently available market rates assuming the loans are outstanding through maturity and considering the collateral and other loan terms. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar maturity dates to our debt.
32
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The aggregate estimated fair value and carrying value of our Global Revolving Credit Facilities, unsecured term loans, unsecured senior notes and secured and other debt as of the respective periods is shown below (in thousands):
Categorization | As of March 31, 2023 | As of December 31, 2022 | ||||||||||||
under the fair value | Estimated Fair | Estimated Fair | ||||||||||||
| hierarchy |
| Value |
| Carrying Value |
| Value |
| Carrying Value | |||||
Global revolving credit facilities (1) |
| Level 2 | $ | 2,531,056 | $ | 2,531,056 | $ | 2,167,889 | $ | 2,167,889 | ||||
Unsecured term loans (1) |
| Level 2 | 1,552,925 | 1,552,925 | 802,875 | 802,875 | ||||||||
Unsecured senior notes (2) |
| Level 2 | 11,524,720 | 13,357,299 |
| 11,331,989 |
| 13,220,961 | ||||||
Secured and other debt (2) |
| Level 2 | 551,386 | 563,856 |
| 517,226 |
| 532,130 | ||||||
$ | 16,160,087 | $ | 18,005,136 | $ | 14,819,979 | $ | 16,723,855 | |||||||
| (1) | The carrying value of our unsecured term loans approximates estimated fair value, due to the variability of interest rates and the stability of our credit ratings. |
| (2) | Valuations for our unsecured senior notes and secured and other debt are determined based on the expected future payments discounted at risk-adjusted rates and quoted market prices. |
16. Commitments and Contingencies
Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements including ground up construction. From time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At March 31, 2023, we had open commitments, including amounts reimbursable by customers of approximately $30.6 million, related to construction contracts of approximately $2.6 billion.
In the ordinary course of our business, we may become subject to various legal proceedings. As of March 31, 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.
17. Supplemental Cash Flow Information
Cash, cash equivalents, and restricted cash balances as of March 31, 2023, and December 31, 2022:
33
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Balance as of | ||||||
(Amounts in thousands) |
| March 31, 2023 |
| December 31, 2022 | ||
Cash and cash equivalents | $ | 131,406 | $ | 141,773 | ||
| 10,224 |
| 8,923 | |||
Total | $ | 141,630 | $ | 150,696 | ||
We paid $140.4 million and $119.0 million for interest, net of amounts capitalized, for the three months ended March 31, 2023 and 2022, respectively.
We paid $6.5 million and $7.6 million for income taxes, net of refunds, for the three months ended March 31, 2023 and 2022, respectively.
Accrued construction related costs totaled $451.0 million and $417.3 million as of March 31, 2023 and 2022, respectively.
18. Segment and Geographic Information
A majority of the Company’s largest customers are global entities that transact with the Company across multiple geographies worldwide. In order to better address the needs of these global customers, the Company manages critical decisions around development, operations, and leasing globally based on customer demand considerations. In this regard, the Company manages customer relationships on a global basis in order to achieve consistent sales and delivery experience of our products for our customers throughout the global portfolio. In order to best accommodate the needs of global customers (and customers that might one day become global), the Company manages its operations as a single global business – with one operating segment and therefore one reporting segment.
19. Subsequent Events
None.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). This report contains forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, expected use of borrowings under our credit facilities, expected use of proceeds from our ATM equity program, litigation matters, portfolio performance, leverage policy, acquisition and capital expenditure plans, capital recycling program, returns on invested capital, supply and demand for data center space, capitalization rates, rents to be received in future periods and expected rental rates on new or renewed data center space contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions, and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may not be able to realize. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: reduced demand for data centers or decreases in information technology spending; decreased rental rates, increased operating costs or increased vacancy rates; increased competition or available supply of data center space; the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of power, or failures or breaches of our physical and information security infrastructure or services; breaches of our obligations or restrictions under our contracts with our customers; our inability to successfully develop and lease new properties and development space, and delays or unexpected costs in development of properties; the impact of current global and local economic, credit and market conditions; global supply chain or procurement disruptions, or increased supply chain costs; the impact from periods of heightened inflation on our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs; the impact on our customers’ and our suppliers’ operations during a pandemic, such as COVID-19; our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of smaller customers, or defaults on or non-renewal of leases by customers; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate; our inability to retain data center space that we lease or sublease from third parties; information security and data privacy breaches; difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas; our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions; our failure to successfully integrate and operate acquired or developed properties or businesses; difficulties in identifying properties to acquire and completing acquisitions; risks related to joint venture investments, including as a result of our lack of control of such investments; risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements; our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital; financial market fluctuations and changes in foreign currency exchange rates; adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment charges; our inability to manage our growth effectively; losses in excess of our insurance coverage; our inability to attract and retain talent; environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals; the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations; our inability to comply with rules and regulations applicable to our Company; Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for U.S. federal income tax purposes; Digital Realty Trust, L.P.’s failure to qualify as a partnership for U.S. federal income tax purposes; restrictions on our ability to engage in certain business activities; changes in local, state, federal and international laws and regulations, including related to taxation,
35
real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; and those additional risks and factors discussed in reports filed with the SEC by us from time to time, including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in our annual report on Form 10-K for the year ended December 31, 2022. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to identify all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
Occupancy percentages included in the following discussion, for some of our properties, are calculated based on factors in addition to contractually leased square feet, including available power, required support space and common area.
As used in this report: “Ascenty entity” refers to the entity which owns and operates Ascenty, formed with Brookfield Infrastructure.
Business Overview and Strategy
Digital Realty Trust, Inc., through its controlling interest in Digital Realty Trust, L.P. and its subsidiaries, delivers comprehensive space, power, and interconnection solutions that enable its customers and partners to connect with each other and service their own customers on a global technology and real estate platform. We are a leading global provider of data center, colocation and interconnection solutions for customers across a variety of industry verticals. Digital Realty Trust, Inc. operates as a REIT for federal income tax purposes, and our Operating Partnership is the entity through which we conduct our business and own our assets.
Our primary business objectives are to maximize:
| (i) | sustainable long-term growth in earnings and funds from operations per share and unit; |
| (ii) | cash flow and returns to our stockholders and Digital Realty Trust, L.P.’s unitholders through the payment of distributions; and |
| (iii) | return on invested capital. |
We expect to accomplish our objectives by achieving superior risk-adjusted returns, prudently allocating capital, diversifying our product offerings, accelerating our global reach and scale, and driving revenue growth and operating efficiencies. A significant component of our current and future internal growth is anticipated through the development of our existing space held for development, acquisition of land for future development, and acquisition of new properties.
We target high-quality, strategically located properties containing the physical and connectivity infrastructure that supports the applications and operations of data center and technology industry customers and properties that may be developed for such use. Most of our data center properties contain fully redundant electrical supply systems, multiple power feeds, above-standard cooling systems, raised floor areas, extensive in-building communications cabling and high-level security systems. Fundamentally, we bring together foundational real estate and innovative technology expertise around the world to deliver a comprehensive, dedicated product suite to meet customers’ data and connectivity needs. We represent an important part of the digital economy that we believe will benefit from powerful, long-term growth drivers.
36
We have developed detailed, standardized procedures for evaluating new real estate investments to ensure that they meet our financial, technical and other criteria. We expect to continue to acquire additional assets as part of our growth strategy. We intend to aggressively manage and lease our assets to increase their cash flow. We may continue to build out our development portfolio when justified by anticipated demand and returns.
We may acquire properties subject to existing mortgage financing and other indebtedness or we may incur new indebtedness in connection with acquiring or refinancing these properties. Debt service on such indebtedness will have a priority over any cash dividends with respect to Digital Realty Trust, Inc.’s common stock and preferred stock. We are committed to maintaining a conservative capital structure. Our goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted EBITDA ratio of 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. In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize the menu of our available sources of capital, while minimizing the cost.
Our current ratio of debt-to-Adjusted EBITDA is higher than we have historically experienced, which could result in adverse changes in investor perception or our credit ratings. Any such changes could negatively affect our financing activity and the market price of Digital Realty Trust, Inc.’s common stock or other securities. For additional information, please see “Risk Factors—Adverse changes in our Company’s credit ratings could negatively affect our financing activity” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Summary of 2023 Significant Activities
We completed the following significant activities during the three months ended March 31, 2023:
| ● | In January 2023, we satisfied the terms and conditions of the Escrow Agreement and the Term Loan was deemed executed and became effective. The Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “Term Loan Facility”). See “Liquidity and Capital Resources—Sources of Cash”. |
37
Revenue Base
Most of our revenue consists of rental income generated by the data centers in our portfolio. Our ability to generate and grow revenue depends on several factors, including our ability to maintain or improve occupancy rates. A summary of our data center portfolio and related square feet (in thousands) occupied (excluding space under development or held for development) is shown below. Unconsolidated portfolios shown below consist of assets owned by unconsolidated entities in which we have invested. We often provide management services for these entities under management agreements and receive management fees. These are shown as Managed Unconsolidated Portfolio. Entities for which we do not provide such services are shown as Non-Managed Unconsolidated Portfolio.
| (1) | Net rentable square feet represents the current square feet under lease as specified in the applicable lease agreement plus management’s estimate of space available for lease based on engineering drawings. The amount includes customers’ proportional share of common areas but excludes space held for the intent of or under active development. |
| (2) | Space under active development includes current base building and data center projects in progress, and excludes space held for development. For additional information on the current and future investment for space under active development, see “Liquidity and Capital Resources—Development Projects”. |
| (3) | Space held for development includes space held for future data center development and excludes space under active development. For additional information on the current investment for space held for development, see “Liquidity and Capital Resources—Development Projects”. |
38
Leasing Activities
Due to the capital-intensive and long-term nature of the operations we support, our lease terms with customers are generally longer than standard commercial leases. As of March 31, 2023, our average remaining lease term was approximately five years.
Our ability to re-lease expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. The subsequent table summarizes our leasing activity in the three months ended March 31, 2023 (square feet in thousands):
| (1) | For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet, including power, required support space and common area. |
| (2) | Rental rates represent 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 presented. |
| (3) | Excludes short-term leases. |
| (4) | Commencement dates for the leases signed range from 2023 to 2024. |
| (5) | Includes leases signed for new and re-leased space. |
| (6) | Other includes Powered Base Building shell capacity as well as storage and office space within fully improved data center facilities. |
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 2023 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. Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our data centers will be re-leased at all or at rental rates equal to or above the current average rental rates. Further, re-leased/renewed rental rates in a particular metropolitan area may not be consistent with rental rates across our portfolio as a whole and may fluctuate from one period to another due to a number of factors, including local economic conditions, local supply and demand for data center space, competition from other data center developers or operators, the condition of the property and whether the property, or space within the property, has been developed.
39
Geographic Concentration
We depend on the market for data centers in specific geographic regions and significant changes in these regional or metropolitan areas can impact our future results. The following table shows the geographic concentration of annualized rent from our portfolio, including data centers held as investments in unconsolidated entities.
| Percentage of | ||
March 31, 2023 | |||
Metropolitan Area | Total annualized rent (1) | ||
Northern Virginia |
| 17.9 | % |
Chicago |
| 8.1 | % |
Frankfurt |
| 6.4 | % |
London |
| 5.7 | % |
New York |
| 5.5 | % |
Dallas |
| 5.2 | % |
Silicon Valley | 5.1 | % | |
Singapore |
| 5.0 | % |
Amsterdam |
| 4.2 | % |
Sao Paulo |
| 4.1 | % |
Johannesburg |
| 2.4 | % |
Paris |
| 2.4 | % |
Portland |
| 1.9 | % |
Tokyo |
| 1.8 | % |
Phoenix | 1.8 | % | |
Other |
| 22.5 | % |
Total |
| 100.0 | % |
| (1) | Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of 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 three months ended March 31, 2023 was approximately $31.0 million. |
Operating Expenses
Operating expenses primarily consist of utilities, property and ad valorem taxes, property management fees, insurance and site maintenance costs, and rental expenses on our ground and building leases. Our buildings require significant power to support data center operations and the cost of electric power and other utilities is a significant component of operating expenses.
Many of our leases contain provisions under which tenants reimburse us for all or a portion of property operating expenses and real estate taxes incurred by us. However, in some cases we are not entitled to reimbursement of property operating expenses, other than utility expense, and real estate taxes under our leases for Turn-Key Flex® facilities. We expect to incur additional operating expenses as we continue to expand.
Costs pertaining to our asset management function, legal, accounting, corporate governance, reporting and compliance are categorized as general and administrative costs within operating expenses.
Other key components of operating expenses include depreciation of our fixed assets, amortization of intangible assets, and transaction and integration costs.
40
Other Income / (Expenses)
Equity in earnings of unconsolidated entities, gain on disposition of properties, interest expense, and income tax expense make up the majority of other income/(expense). Equity in earnings of unconsolidated entities represents our share of the income/(loss) of entities in which we invest, but do not consolidate under U.S. GAAP. The largest of these investments is currently our investment in Ascenty, which is located primarily in Latin America. 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 11 properties operating in the United States, Canada and Germany. Refer to additional discussion of Digital Core REIT and Ascenty in the Notes to the Condensed Consolidated Financial Statements.
Results of Operations
As a result of the consistent and significant growth in our business since the first property acquisition in 2002, we evaluate period-to-period results for revenue and property level operating expenses on a stabilized versus non-stabilized portfolio basis.
Stabilized: The stabilized portfolio includes properties owned as of the beginning of all periods presented with less than 5% of total rentable square feet under development.
Non-stabilized: The non-stabilized portfolio includes: (1) properties that were undergoing, or were expected to undergo, development activities during any of the periods presented; (2) any properties contributed to joint ventures, sold, or held for sale during the periods presented; and (3) any properties that were acquired or delivered at any point during the periods presented.
A roll forward showing changes in the stabilized and non-stabilized portfolios for the three months ended March 31, 2023 as compared to December 31, 2022 is shown below.
41
Comparison of the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022
Revenues
Total operating revenues as shown on our condensed consolidated income statements was as follows (in thousands):
Three Months Ended March 31, | ||||||||||||
| 2023 |
| 2022 |
| $ Change | % Change | ||||||
Stabilized | $ | 1,062,312 | $ | 953,847 | $ | 108,465 | 11.4 | % | ||||
Non-Stabilized | 267,656 | 167,703 | 99,953 | 59.6 | % | |||||||
Rental and other services | 1,329,968 | 1,121,550 | 208,418 | 18.6 | % | |||||||
Fee income and other | 8,755 | 5,772 | 2,983 | 51.7 | % | |||||||
Total operating revenues | $ | 1,338,723 | $ | 1,127,322 | $ | 211,401 | 18.8 | % | ||||
Total operating revenues increased by approximately $211.4 million in the three months ended March 31, 2023, compared to the same period in 2022.
Stabilized rental and other services revenue increased $108.5 million in the three months ended March 31, 2023 compared to the same period in 2022 primarily due to:
| (i) | an increase of $72.0 million in utility reimbursement largely driven by power price and usage increases; |
| (ii) | an increase of $27.9 million in new leasing and renewals across all regions; and |
| (iii) | an increase of $15.6 million due to an annual increase in CPI indexation of fixed power agreements. |
Non-stabilized rental and other services revenue increased $100.0 million in the three months ended March 31, 2023, compared to the same period in 2022 driven primarily by:
| (i) | an increase of $57.9 million due to the completion of our global development pipeline and related lease up operating activities. The markets with the biggest contribution were Northern Virginia, Portland, Frankfurt and Paris; and |
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Operating Expenses — Property Level
Property level operating expenses as shown in our condensed consolidated income statements were as follows (in thousands):
Three Months Ended March 31, | ||||||||||||
| 2023 |
| 2022 |
| $ Change | % Change | ||||||
Stabilized | $ | 281,877 | $ | 205,404 | $ | 76,473 | 37.2 | % | ||||
Non-Stabilized |
| 64,487 |
| 35,835 | 28,652 | 80.0 | % | |||||
Total Utilities | 346,364 | 241,239 | 105,125 | 43.6 | % | |||||||
Stabilized | 169,589 | 155,715 | 13,874 | 8.9 | % | |||||||
Non-Stabilized |
| 55,272 |
| 38,639 | 16,633 | 43.0 | % | |||||
Total Rental property operating and maintenance (excluding utilities) | 224,861 | 194,354 | 30,507 | 15.7 | % | |||||||
Total Rental property operating and maintenance | 571,225 | 435,593 | 135,632 | 31.1 | % | |||||||
Stabilized |
| 34,295 |
| 40,645 | (6,350) | (15.6) | % | |||||
Non-Stabilized |
| 10,484 |
| 9,579 | 905 | 9.4 | % | |||||
Total Property taxes and insurance |
| 44,779 |
| 50,224 | (5,445) | (10.8) | % | |||||
Total property level operating expenses | $ | 616,004 | $ | 485,817 | $ | 130,187 | 26.8 | % | ||||
Property level operating expenses include costs to operate and maintain the properties in our portfolio as well as taxes and insurance.
Total Utilities
Total stabilized utilities expenses increased by approximately $76.5 million in the three months ended March 31, 2023 compared to the same period in 2022 primarily due to an increase in utility consumption and higher rates at certain properties in the stabilized portfolio, largely driven by power price increases.
Total non-stabilized utilities expenses increased by approximately $28.7 million in the three months ended March 31, 2023 compared to the same period in 2022 primarily due to higher utility consumption in a growing portfolio of recently completed development sites.
The cost of electric power comprises a significant component of our operating expenses. Any additional taxation or regulation of energy use, including as a result of (i) new legislation that the U.S. Congress may pass, (ii) the regulations that the U.S. EPA has proposed or finalized, (iii) regulations under legislation that states have passed or may pass, or (iv) any further legislation or regulations in EMEA, APAC or other regions where we operate could significantly increase our costs, and we may not be able to effectively pass all of these costs on to our customers. These matters could adversely impact our business, results of operations, or financial condition.
Total Rental Property Operating and Maintenance (Excluding Utilities)
Total stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $13.9 million in the three months ended March 31, 2023, compared to the same period in 2022 primarily due to an increase in data center labor and common area maintenance expense.
Total non-stabilized rental property operating and maintenance expenses (excluding utilities) increased $16.6 million in the three months ended March 31, 2023, compared to the same period in 2022 primarily due to higher lease and common area maintenance expense in a growing portfolio of recently completed development sites.
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Total Property Taxes and Insurance
Total stabilized property taxes and insurance decreased by approximately $6.4 million due to timing around favorable appeals of property tax assessments impacting tax years 2021-2023, mainly within the Chicago and Silicon Valley metro areas.
Other Operating Expenses
Other operating expenses include costs which are either non-cash in nature (such as depreciation and amortization) or which do not directly pertain to operation of data center properties. A comparison of other operating expenses for the respective periods is shown below (in thousands).
Three Months Ended March 31, | ||||||||||||
| 2023 |
| 2022 | $ Change | % Change | |||||||
Depreciation and amortization |
| $ | 421,198 | $ | 382,132 | $ | 39,066 | 10.2 | % | |||
General and administrative | 111,920 | 98,513 | 13,407 | 13.6 | % | |||||||
Transaction, integration and other expense |
| 12,267 |
| 11,968 | 299 | 2.5 | % | |||||
Other |
| — |
| 7,657 | (7,657) | (100.0) | % | |||||
Total other operating expenses | 545,385 | 500,270 | 45,115 | 9.0 | % | |||||||
Total property level operating expenses | 616,004 | 485,817 | 130,187 | 26.8 | % | |||||||
Total operating expenses | $ | 1,161,389 | $ | 986,087 | 175,302 | 17.8 | % | |||||
Equity in Earnings (Loss) of Unconsolidated Entities
Equity in earnings (loss) of unconsolidated entities decreased approximately $46.1 million in the three months ended March 31, 2023 compared to the same period in 2022. The foreign exchange remeasurement of debt associated with our unconsolidated Ascenty entity creates volatility in our equity in earnings and drove this fluctuation.
Gain on Disposition of Properties, Net
We did not dispose of any consolidated properties in the three months ended March 31, 2023 and 2022.
Loss from Early Extinguishment of Debt
Loss from early extinguishment of debt decreased by approximately $51.1 million in the three months ended March 31, 2023 compared to the same period in 2022. The decrease is primarily due to the redemption of the 4.750% Notes due 2025 in February 2022, which resulted in a $51.1 million loss.
Interest Expense
Interest expense increased approximately $35.5 million in the three months ended March 31, 2023 compared to the same period in 2022 driven primarily by:
| (i) | an increase of $17.1 million due to the issuances of the Euro term loan (€750 million) in August 2022 along with the U.S. dollar term loan ($740 million) in January 2023; |
| (ii) | an increase of $16.7 million in credit facilities interest expense as a result of higher average balances and higher interest rates; |
| (iii) | an increase of $8.9 million in interest expense on unsecured debt due to the issuance of the 5.550% Notes due 2028 ($900 million) in the second half of 2022; |
| (iv) | offset by an increase in capitalized interest of $12.0 million as a result of increased construction activities and higher interest rates. |
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Income Tax Expense
Income tax expense increased by approximately $8.2 million during the three months ended March 31, 2023 compared to the same period in 2022. The increase during the three-month period is due in part to the acquisition of an indirect controlling interest in Teraco in August 2022 along with other increases in various foreign jurisdictions.
Liquidity and Capital Resources
The sections “Analysis of Liquidity and Capital Resources — Parent” and “Analysis of Liquidity and Capital Resources — Operating Partnership” should be read in conjunction with one another to understand our liquidity and capital resources on a consolidated basis. The term “Parent” refers to Digital Realty Trust, Inc. on an unconsolidated basis, excluding our Operating Partnership. The term “Operating Partnership” or “OP” refers to Digital Realty Trust, L.P. on a consolidated basis.
Analysis of Liquidity and Capital Resources — Parent
Our Parent does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time, incurring certain expenses in operating as a public company (which are fully reimbursed by the Operating Partnership) and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries and affiliates. If our Operating Partnership or such subsidiaries fail to fulfill their debt requirements, which trigger Parent guarantee obligations, then our Parent will be required to fulfill its cash payment commitments under such guarantees. Our Parent’s only material asset is its investment in our Operating Partnership.
Our Parent’s principal funding requirement is the payment of dividends on its common and preferred stock. Our Parent’s principal source of funding is the distributions it receives from our Operating Partnership.
As the sole general partner of our Operating Partnership, our Parent has the full, exclusive and complete responsibility for our Operating Partnership’s day-to-day management and control. Our Parent causes our Operating Partnership to distribute such portion of its available cash as our Parent may in its discretion determine, in the manner provided in our Operating Partnership’s partnership agreement.
As circumstances warrant, our Parent may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. Any proceeds from such equity issuances would generally be contributed to our Operating Partnership in exchange for additional equity interests in our Operating Partnership. Our Operating Partnership may use the proceeds to acquire additional properties, to fund development opportunities and for general working capital purposes, including potentially for the repurchase, redemption or retirement of outstanding debt or equity securities.
Our Parent and our Operating Partnership are parties to an at-the-market (ATM) equity offering sales agreement dated April 1, 2022, as amended on March 16, 2023 (the “Sales Agreement”). Pursuant to the Sales Agreement, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. The sales of common stock made under the Sales Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay borrowings under our Operating Partnership’s Global Revolving Credit Facilities, to acquire additional properties or businesses, to fund development opportunities and for working capital and other general corporate purposes, including potentially for the repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities.
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We believe our Operating Partnership’s sources of working capital, specifically its cash flow from operations, and funds available under its global revolving credit facility are adequate for it to make its distribution payments to our Parent and, in turn, for our Parent to make its dividend payments to its stockholders. However, we cannot assure you that our Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including making distribution payments to our Parent. The lack of availability of capital could adversely affect our Operating Partnership’s ability to pay its distributions to our Parent, which would in turn, adversely affect our Parent’s ability to pay cash dividends to its stockholders.
Future Uses of Cash — Parent
Our Parent may from time to time seek to retire, redeem or repurchase its equity or the debt securities of our Operating Partnership or its subsidiaries through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, redemptions or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
Dividends and Distributions — Parent
Our Parent is required to distribute 90% of its taxable income (excluding capital gains) on an annual basis to continue to qualify as a REIT for U.S. federal income tax purposes. Our Parent intends to make, but is not contractually bound to make, regular quarterly distributions to its common stockholders from cash flow from our Operating Partnership’s operating activities. While historically our Parent has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Parent’s Board of Directors. Our Parent considers market factors and our Operating Partnership’s performance in addition to REIT requirements in determining distribution levels. Our Parent has distributed at least 100% of its taxable income annually since inception to minimize corporate level federal and state income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, in a manner consistent with our intention to maintain our Parent’s status as a REIT.
As a result of this distribution requirement, our Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. Our Parent may need to continue to raise capital in the debt and equity markets to fund our Operating Partnership’s working capital needs, as well as potential developments at new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, our Parent may be required to use borrowings under the Operating Partnership’s global revolving credit facility (which is guaranteed by our Parent), if necessary, to meet REIT distribution requirements and maintain our Parent’s REIT status.
Distributions out of our Parent’s current or accumulated earnings and profits are generally classified as ordinary income whereas distributions in excess of our Parent’s current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal income tax basis in our Parent’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s U.S. federal income tax basis in our Parent’s stock are generally characterized as capital gain. Cash provided by operating activities has been generally sufficient to fund distributions on an annual basis. However, we may also need to utilize borrowings under the global revolving credit facility to fund distributions.
For additional information regarding dividends declared and paid by our Parent on its common and preferred stock for the three months ended March 31, 2023, see Note 11. “Equity and Capital” to our condensed consolidated financial statements contained herein.
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Analysis of Liquidity and Capital Resources — Operating Partnership
As of March 31, 2023, we had $131.4 million of cash and cash equivalents, excluding $10.2 million of restricted cash. Restricted cash primarily consists of contractual capital expenditures plus other deposits. As circumstances warrant, our Operating Partnership may dispose of stabilized assets or enter into joint venture arrangements with institutional investors or strategic partners, on an opportunistic basis dependent upon market conditions. Our Operating Partnership may use the proceeds from such dispositions to acquire additional properties, to fund development opportunities and for general working capital purposes, including the repayment of indebtedness. Our liquidity requirements primarily consist of:
| ● | operating expenses; |
| ● | development costs and other expenditures associated with our properties; |
| ● | distributions to our Parent to enable it to make dividend payments; |
| ● | distributions to unitholders of common limited partnership interests in Digital Realty Trust, L.P.; |
| ● | debt service; and |
| ● | potentially, acquisitions. |
Future Uses of Cash
Our properties require periodic investments of capital for customer-related capital expenditures and for general capital improvements. Depending upon customer demand, we expect to incur significant improvement costs to build out and develop additional capacity. At March 31, 2023, we had open commitments, related to construction contracts of approximately $2.6 billion, including amounts reimbursable of approximately $30.6 million.
We currently expect to incur approximately $1.7 billion to $1.9 billion of capital expenditures for our development programs during the nine months ending December 31, 2023. This amount could go up or down, potentially materially, based on numerous factors, including changes in demand, leasing results and availability of debt or equity capital.
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Development Projects
The costs we incur to develop our properties is a key component of our liquidity requirements. The following table summarizes our cumulative investments in current development projects as well as expected future investments in these projects as of the periods presented, excluding costs incurred or to be incurred by unconsolidated entities.
Development Lifecycle | As of March 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||
Net Rentable | Current | Future | Net Rentable | Current | Future | |||||||||||||||||
(in thousands) |
| Square Feet (1) |
| Investment (2) |
| Investment (3) |
| Total Cost |
| Square Feet (1) |
| Investment (4) |
| Investment (3) |
| Total Cost | ||||||
Land held for future development (5) |
| N/A |
| $ | 194,564 |
| $ | — |
| $ | 194,564 |
| N/A |
| $ | 118,452 |
| $ | — |
| $ | 118,452 |
Construction in Progress and Space Held for Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Land - Current Development (5) | N/A | $ | 1,082,078 | $ | — | $ | 1,082,078 | N/A | $ | 1,118,954 | $ | — | $ | 1,118,954 | ||||||||
Space Held for Development (6) |
| 1,693 |
| 245,526 |
| — |
| 245,526 |
| 1,437 | 245,483 |
| — | 245,483 | ||||||||
Base Building Construction |
| 3,957 |
| 646,874 | 540,514 |
| 1,187,388 |
| 3,918 |
| 693,926 | 649,640 |
| 1,343,566 | ||||||||
Data Center Construction |
| 4,797 |
| 2,066,474 |
| 2,983,011 |
| 5,049,485 |
| 4,802 |
| 2,180,060 |
| 3,299,457 |
| 5,479,517 | ||||||
Equipment Pool and Other Inventory |
| N/A |
| 43,672 |
| — |
| 43,672 |
| N/A |
| 32,409 |
| — |
| 32,409 | ||||||
Campus, Tenant Improvements and Other |
| N/A |
| 478,954 |
| 176,169 |
| 655,123 |
| N/A |
| 518,302 |
| 169,756 |
| 688,058 | ||||||
Total Construction in Progress and Land Held for Future Development |
| 10,447 | $ | 4,758,142 | $ | 3,699,694 | $ | 8,457,836 |
| 10,157 | $ | 4,907,586 | $ | 4,118,853 | $ | 9,026,439 | ||||||
| (1) | We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common areas. Excludes square footage of properties held in unconsolidated entities. Square footage is based on current estimates and project plans and may change upon completion of the project due to remeasurement. |
| (2) | Represents balances incurred through March 31, 2023. |
| (3) | Represents estimated cost to complete specific scope of work pursuant to contract, budget or approved capital plan. |
| (4) | Represents balances incurred through December 31, 2022. |
| (5) | Represents approximately 835 acres as of March 31, 2023 and approximately 842 acres as of December 31, 2022. |
| (6) | Excludes space held for development through unconsolidated entities. |
Land inventory and space held for development reflect cumulative cost spent pending future development. Base building construction consists of ongoing improvements to building infrastructure in preparation for future data center fit-out. Data center construction includes 8.8 million square feet of Turn Key Flex® and Powered Base Building® product. We expect to deliver the space within 12 months; however, lease commencement dates may significantly impact final delivery schedules. Equipment pool and other inventory represent the value of long-lead equipment and materials required for timely deployment and delivery of data center construction fit-out. Campus, tenant improvements and other costs include the value of development work which benefits space recently converted to our operating portfolio and is composed primarily of shared infrastructure projects and first-generation tenant improvements.
Capital Expenditures (Cash Basis)
The table below summarizes our capital expenditure activity for the three months ended March 31, 2023 and 2022 (in thousands):
Three Months Ended March 31, | ||||||
| 2023 |
| 2022 | |||
Development projects | $ | 644,910 | $ | 430,947 | ||
Enhancement and improvements |
| 2,796 |
| 5,387 | ||
Recurring capital expenditures |
| 40,465 |
| 46,770 | ||
Total capital expenditures (excluding indirect costs) | $ | 688,171 | $ | 483,104 | ||
Our development capital expenditures are generally funded by our available cash and equity and debt capital.
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Indirect costs, including interest, capitalized in the three months ended March 31, 2023 and 2022 were $50.5 million and $35.6 million, respectively. Capitalized interest comprised approximately $26.8 million and $14.8 million of the total indirect costs capitalized for the three months ended March 31, 2023 and 2022, respectively. Capitalized interest in the three months ended March 31, 2023 increased, compared to the same period in 2022, due to an increase in qualifying activities.
Excluding capitalized interest, indirect costs in the three months ended March 31, 2023 increased compared to the same period in 2022 due primarily to capitalized amounts relating to compensation expense of employees directly engaged in construction activities. See “Future Uses of Cash” for a discussion of the amount of capital expenditures we expect to incur during the year ending December 31, 2023.
Consistent with our growth strategy, we actively pursue potential acquisition opportunities, with due diligence and negotiations often at different stages at different times. The dollar value of acquisitions for the year ending December 31, 2023 will depend upon numerous factors, including customer demand, leasing results, availability of debt or equity capital and acquisition opportunities. Further, the growing acceptance by private institutional investors of the data center asset class has generally pushed capitalization rates lower, as such private investors may often have lower return expectations than us. As a result, we anticipate near-term single asset acquisitions activity to comprise a smaller percentage of our growth while this market dynamic persists.
We may from time to time seek to retire or repurchase our outstanding debt or the equity of our Parent through cash purchases and/or exchanges for equity securities of our Parent in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
Sources of Cash
We expect to meet our short-term and long-term liquidity requirements, including payment of scheduled debt maturities and funding of acquisitions and non-recurring capital improvements, with net cash from operations, future long-term secured and unsecured indebtedness and the issuance of equity and debt securities and the proceeds of equity issuances by our Parent. We also may fund future short-term and long-term liquidity requirements, including acquisitions and non-recurring capital improvements, using our Global Revolving Credit Facilities pending permanent financing. As of May 1, 2023, we had approximately $1.1 billion of borrowings available under our Global Revolving Credit Facilities.
Our Global Revolving Credit Facilities provide for borrowings up to $3.9 billion (including approximately $0.2 billion available to be drawn on the Yen revolving credit facility). We have the ability from time to time to increase the size of the global revolving credit facility by up to $750 million, subject to the receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2026, with two six-month extension options available. These facilities also feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual performance targets, further demonstrating our continued leadership and commitment to sustainable business practices. We have used and intend to use available borrowings under the Global Revolving Credit Facilities to fund our liquidity requirements from time to time. For additional information regarding our global revolving credit facility, see Note 9. “Debt of the Operating Partnership” to our condensed consolidated financial statements contained herein.
On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into an escrow agreement, pursuant to which the Operating Partnership delivered executed signature pages to a new term loan agreement to be held in escrow upon satisfaction of specific terms. On January 9, 2023, the terms and conditions of the agreement were satisfied, and, on such date, the term loan was deemed executed and became effective. The Term Loan Facility provides for a $740 million senior unsecured term loan facility and borrowings in U.S. dollars. The Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension at the Operating Partnership’s option; provided, that the Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the Term Loan Facility.
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In December 2022, Teraco entered into a syndicated loan facility worth R11.8 billion (approximately $681 million based on the exchange rate on December 6, 2022), of which R5.7 billion (approximately $329 million based on the exchange rate on December 6, 2022) will be used to finance the company’s continued growth and R6.1 billion (approximately $329 million based on the exchange rate on December 6, 2022) will refinance and extend the average maturity profile of existing drawn debt. The new facilities mature in December 2028.
Distributions
All distributions on our units are at the discretion of our Parent’s Board of Directors. For additional information regarding distributions paid on our common and preferred units for the three months ended March 31, 2023, see Note 11. “Equity and Capital” to our condensed consolidated financial statements contained herein.
Outstanding Consolidated Indebtedness
The table below summarizes our outstanding debt as of March 31, 2023 (in millions):
Debt Summary: |
|
| ||
Fixed rate | $ | 11,950.1 | ||
Variable rate debt subject to interest rate swaps |
| 2,654.1 | ||
Total fixed rate debt (including interest rate swaps) |
| 14,604.2 | ||
Variable rate—unhedged |
| 3,400.9 | ||
Total | $ | 18,005.1 | ||
Percent of Total Debt: |
|
| ||
Fixed rate (including swapped debt) |
| 81.1 | % | |
Variable rate |
| 18.9 | % | |
Total |
| 100.0 | % | |
Effective Interest Rate as of March 31, 2023 |
|
| ||
Fixed rate (including hedged variable rate debt) |
| 2.76 | % | |
Variable rate |
| 4.30 | % | |
Effective interest rate |
| 2.51 | % |
Our ratio of debt to total enterprise value was approximately 37% (based on the closing price of Digital Realty Trust, Inc.’s common stock on March 31, 2023 of $98.31). For this purpose, our total enterprise value is defined as the sum of the market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), plus the liquidation value of Digital Realty Trust, Inc.’s preferred stock, plus the aggregate value of Digital Realty Trust, L.P. units not held by Digital Realty Trust, Inc. (with the per unit value equal to the market value of one share of Digital Realty Trust, Inc.’s common stock and excluding long-term incentive units, Class C units and Class D units), plus the book value of our total consolidated indebtedness.
The variable rate debt shown above bears interest based on various one-month SOFR, EURIBOR, SORA, BBR, HIBOR, TIBOR, Base CD Rate and CDOR rates, depending on the respective agreement governing the debt, including our Global Revolving Credit Facilities and unsecured term loans. As of March 31, 2023 our debt had a weighted average term to initial maturity of approximately 4.8 years (or approximately 5.0 years assuming exercise of extension options).
As of March 31, 2023, our pro-rata share of secured debt of unconsolidated entities was approximately $1,123.4 million.
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Cash Flows
The following summary discussion of our cash flows is based on the condensed consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Comparison of Three Months Ended March 31, 2023 to Three Months Ended March 31, 2022
The following table shows cash flows and ending cash, cash equivalents and restricted cash balances for the respective periods (in thousands).
Three Months Ended March 31, | ||||||||
2023 |
| 2022 |
| Change | ||||
Net cash provided by operating activities | $ | 349,726 | $ | 277,685 | $ | 72,041 | ||
Net cash used in investing activities |
| (749,007) |
| (719,092) |
| (29,915) | ||
Net cash provided by financing activities |
| 390,908 |
| 478,296 |
| (87,388) | ||
Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (8,373) | $ | 36,889 | $ | (45,262) | ||
The changes in the activities that comprise the increase in net cash used in investing activities for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 consisted of the following amounts (in thousands).
The increase in net cash used in investing activities was primarily due to:
| (i) | an increase in spend on development projects of approximately $214.0 million; |
| (ii) | offset by investments in various unconsolidated entities in March 31, 2022, primarily with Mitsubishi and Ascenty. |
The changes in the activities that comprise the increase in net cash used in financing activities for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 consisted of the following amounts (in thousands).
The decrease in net cash provided by financing activities was primarily due to:
| (i) | a decrease in cash proceeds from short-term borrowings; |
| (ii) | a decrease in cash provided by proceeds from secured / unsecured debt due to the issuance of notes in 2022 (2032 Notes in January 2022 and Swiss Franc Notes in March 2022), offset by the closing of the USD Term Loan in January 2023; |
| (iii) | a decrease in cash used for repayment of unsecured notes (in 2022, we redeemed the 4.750% Notes due 2025 ($450 million); and |
| (iv) | an increase in dividend and distribution payments due to an increased number of common shares and common units outstanding. |
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Noncontrolling Interests in Operating Partnership
Noncontrolling interests relate to the common units in Digital Realty Trust, L.P. that are not owned by Digital Realty Trust, Inc., which, as of March 31, 2023, amounted to 2.2%% of Digital Realty Trust, L.P. common units. Historically, Digital Realty Trust, L.P. has issued common units to third party sellers in connection with our acquisition of real estate interests from such third parties.
Limited partners have the right to require Digital Realty Trust, L.P. to redeem part or all of their common units for cash based upon the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of the redemption. Alternatively, we may elect to acquire those common units in exchange for shares of Digital Realty Trust, Inc. common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. As of March 31, 2023, approximately 0.2 million common units of Digital Realty Trust, L.P. that were issued to certain former unitholders of DuPont Fabros Technology, L.P. in connection with the Company’s acquisition of DuPont Fabros Technology, Inc. were outstanding, which are subject to certain restrictions and, accordingly, are not presented as permanent capital in the condensed consolidated balance sheet.
Inflation
Many of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above. A period of inflation, however, could cause an increase in the cost of our variable-rate borrowings, including borrowings under our Global Revolving Credit Facilities, borrowings under our unsecured term loans and issuances of unsecured senior notes.
Funds from Operations
We calculate funds from operations, or FFO, in accordance with the standards established by the National Association of Real Estate Investment Trusts (Nareit) in the Nareit Funds From Operations White Paper - 2018 Restatement. FFO is a non-GAAP financial measure and represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property, a gain from a pre-existing relationship, impairment charges and real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions and after adjustments for unconsolidated partnerships and joint ventures, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in accordance with the Nareit definition and, accordingly, our FFO may not be comparable to other REITs’ FFO. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
52
Reconciliation of Net Income Available to Common Stockholders to Funds From Operations (FFO)
(unaudited, in thousands, except per share and unit data)
| (2) | Rollover Shareholders have the right to put their shares in Remaining Teraco Interests to the Company in exchange for cash or the equivalent value of shares of the Company common stock, or a combination thereof. U.S. GAAP requires the Company to assume the put right is settled in shares for purposes of calculating diluted EPS. This same approach was utilized to calculate FFO/share. When calculating diluted FFO, the net income allocated to the Rollover Shareholders is added back to the FFO numerator as the denominator assumes all shares have been put back to the Company. |
| (3) | For all periods presented, we have excluded the effect of the series J, series K and series L preferred stock, as applicable, that may be converted into common stock upon the occurrence of specified change in control transactions as described in the articles supplementary governing the series J, series K and series L preferred stock, as applicable, as they would be anti-dilutive. |
53
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments depend upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit ratings and other factors.
Analysis of Debt between Fixed and Variable Rate
We use interest rate swap agreements and fixed rate debt to reduce our exposure to interest rate movements. As of March 31, 2023, our consolidated debt was as follows (in millions):
Sensitivity to Changes in Interest Rates
The following table shows the effect if assumed changes in interest rates occurred, based on fair values and interest expense as of March 31, 2023:
| Change | ||
Assumed event | ($ millions) | ||
Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates | $ | (0.2) | |
Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates |
| 0.2 | |
Increase in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% increase in interest rates |
| 17.0 | |
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 |
| (17.0) | |
Increase in fair value of fixed rate debt following a 10% decrease in interest rates |
| 278.5 | |
Decrease in fair value of fixed rate debt following a 10% increase in interest rates |
| (265.4) | |
Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
Foreign Currency Exchange Risk
We are subject to risk from the effects of exchange rate movements of a variety of foreign currencies, which may affect future costs and cash flows. Our primary currency exposures are to the Euro, Japanese yen, British pound sterling, Singapore dollar and South African rand. Our exposure to foreign exchange risk related to the Brazilian real is limited to the impact that currency has on our share of the Ascenty entity’s operations and financial position. We attempt to mitigate a portion of the risk of currency fluctuations by financing our investments in local currency denominations in order to reduce our exposure to any foreign currency transaction gains or losses resulting from transactions entered into in currencies other than the functional currencies of the associated entities. In addition, we may also hedge well-defined transactional exposures with foreign currency forwards or options, although there can be no assurances that these will be effective. As a result, changes in the relation of any such foreign currency to U.S. dollar may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity.
54
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, Inc.)
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and its management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Company has investments in certain unconsolidated entities, which are accounted for using the equity method of accounting. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities may be substantially more limited than those it maintains with respect to its consolidated subsidiaries.
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the Company carried out an evaluation, under the supervision and with participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of the end of the quarter covered by this report. Based on the foregoing, the Company’s chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
55
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, L.P.)
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and its management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Operating Partnership has investments in certain unconsolidated entities, which are accounted for using the equity method of accounting. As the Operating Partnership does not control or manage these entities, its disclosure controls and procedures with respect to such entities may be substantially more limited than those it maintains with respect to its consolidated subsidiaries.
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the Operating Partnership carried out an evaluation, under the supervision and with participation of the chief executive officer and chief financial officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of the end of the quarter covered by this report. Based on the foregoing, the chief executive officer and chief financial officer of the Operating Partnership’s general partner concluded that its disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Operating Partnership’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
56
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In the ordinary course of our business, we may become subject to various legal proceedings. As of March 31, 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.
ITEM 1A. RISK FACTORS.
The risk factors discussed under the heading “Risk Factors” and elsewhere in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 continue to apply to our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Digital Realty Trust, Inc.
None.
Digital Realty Trust, L.P.
During the three months ended March 31, 2023, Digital Realty Trust, L.P. 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 three months ended March 31, 2023, Digital Realty Trust, Inc. issued an aggregate of 461,875 shares of its common stock in connection with restricted stock unit awards for no cash consideration. For each share of common stock issued by Digital Realty Trust, Inc. in connection with such an award, Digital Realty Trust, L.P. issued a restricted common unit to Digital Realty Trust, Inc. During the three months ended March 31, 2023, Digital Realty Trust, L.P. issued an aggregate of 461,875 common units to Digital Realty Trust, Inc., as required by Digital Realty Trust, L.P.’s partnership agreement. During the three months ended March 31, 2023, an aggregate of 18,366 shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock unit awards for a net issuance of 443,509 shares of common stock.
For these issuances of common units to Digital Realty Trust, Inc., Digital Realty Trust, L.P. relied on Digital Realty Trust, Inc.’s status as a publicly traded NYSE-listed company with approximately $42.0 billion in total consolidated assets and as Digital Realty Trust, L.P.’s majority owner and general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
57
ITEM 6. EXHIBITS.
Incorporated by | |||||||||||||
Reference | |||||||||||||
Exhibit |
| Description |
| Form | File Number | Date | Number | Filed Herewith | |||||
2.1 | 8-K | 001-32336 | 01/27/2020 | 2.1 | |||||||||
3.1 | Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended | 10-Q | 001-32336 and 000-54023 | 05/11/2020 | 3.1 | ||||||||
3.2 | Ninth Amended and Restated Bylaws of Digital Realty Trust, Inc.
| 8-K | 001-32336 and 000-54023 | 04/03/2023 | 3.1 | ||||||||
3.3 | Certificate of Limited Partnership of Digital Realty Trust, L.P. | 10 | 000-54023 | 06/25/2010 | 3.1 | ||||||||
3.4 | Nineteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. | 8-K | 001-32336 and 000-54023 | 10/10/2019 | 3.1 | ||||||||
10.1* | 8-K | 001-32336 and 000-54023 | 01/13/2023 | 10.1 | |||||||||
58
60
32.2 | 18 U.S.C. § 1350 Certification of Chief Financial Officer for Digital Realty Trust, Inc. | X | |||||||||||
32.3 | 18 U.S.C. § 1350 Certification of Chief Executive Officer for Digital Realty Trust, L.P. | X | |||||||||||
32.4 | 18 U.S.C. § 1350 Certification of Chief Financial Officer for Digital Realty Trust, L.P. | X | |||||||||||
101 | The following financial statements from Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022; (ii) Condensed Consolidated Income Statements for the three months ended March 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022; (iv) Condensed Consolidated Statements of Equity/Capital for the three months ended March 31, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements. | ||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Portions of this exhibit have been omitted because such portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. | |
† | Management contract or compensatory plan or arrangement. | |
61
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DIGITAL REALTY TRUST, INC. | |
May 4, 2023 | /S/ ANDREW P. POWER |
Andrew P. Power | |
May 4, 2023 | /S/ MATTHEW R. MERCIER |
Matthew R. Mercier | |
May 4, 2023 | /S/ PETER C. OLSON |
Peter C. Olson |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DIGITAL REALTY TRUST, L.P. | ||
By: | Digital Realty Trust, Inc. | |
Its general partner | ||
By: | ||
May 4, 2023 | /S/ ANDREW P. POWER | |
Andrew P. Power | ||
May 4, 2023 | /S/ MATTHEW R. MERCIER | |
Matthew R. Mercier | ||
May 4, 2023 | /S/ PETER C. OLSON | |
Peter C. Olson | ||
62
Exhibit 10.2
Execution Version
AMENDMENT NO. 3 TO THE
SECOND AMENDED AND RESTATED GLOBAL SENIOR CREDIT AGREEMENT
Dated as of March 16, 2023
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) among DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (the “Operating Partnership”), DIGITAL SINGAPORE JURONG EAST PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 1”), DIGITAL SINGAPORE 1 PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 2”), DIGITAL HK JV HOLDING LIMITED, a British Virgin Islands business company (the “Initial Singapore Borrower 3”), DIGITAL SINGAPORE 2 PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 4”), DIGITAL HK KIN CHUEN LIMITED, a Hong Kong limited company (the “Initial Singapore Borrower 5”), DIGITAL STOUT HOLDING, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 1”), DIGITAL JAPAN, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 2”), DIGITAL EURO FINCO, L.P., a Scottish limited partnership (the “Initial Multicurrency Borrower 3”), MOOSE VENTURES LP, a Delaware limited partnership (the “Initial Multicurrency Borrower 4”), DIGITAL DUTCH FINCO B.V., a Dutch private limited liability company (the “Initial Multicurrency Borrower 5”), DIGITAL AUSTRALIA FINCO PTY LTD, an Australian proprietary limited company (the “Initial Australia Borrower”), DIGITAL REALTY KOREA LTD., a Korean limited liability company (the “Initial Korea Borrower 1”), DIGITAL SEOUL 2 LTD., a Korean limited liability company (the “Initial Korea Borrower 2”) and PT DIGITAL JAKARTA ONE, an Indonesian limited liability company (the “Initial Indonesia Borrower”; and collectively with the Operating Partnership, the Initial Singapore Borrower 1, the Initial Singapore Borrower 2, the Initial Singapore Borrower 3, the Initial Singapore Borrower 4, the Singapore Borrower 5, the Multicurrency Borrower 1, the Multicurrency Borrower 2, the Multicurrency Borrower 3, the Multicurrency Borrower 4, the Multicurrency Borrower 5, the Initial Australia Borrower, the Initial Korea Borrower 1, the Initial Korea Borrower 2 and any Additional Borrowers, the “Borrowers” and each individually, a “Borrower”), DIGITAL REALTY TRUST, INC., a Maryland corporation (the “Parent Guarantor”), DIGITAL EURO FINCO, LLC, a Delaware limited liability company (“Digital Euro”; and collectively with the Operating Partnership, the Parent Guarantor and any Additional Guarantors, the “Guarantors” and each individually, a “Guarantor”), each Lender, Issuing Bank and Swing Line Bank listed on the signature pages thereto and CITIBANK, N.A. (“Citibank”), as administrative agent for the Lender Parties (the “Administrative Agent”).
PRELIMINARY STATEMENTS:
(1)The Borrowers, the Guarantors, the Lender Parties, the Administrative Agent and the other financial institutions party thereto entered into a Second Amended and Restated Global Senior Credit Agreement dated as of November 18, 2021 (as amended by that certain Amendment No. 1 to the Second Amended and Restated Global Senior Credit Agreement, dated as of March 24, 2022, as further supplemented by that certain Limited Waiver to the Second Amended and Restated Global Senior Credit Agreement, dated as of March 24, 2022, as further amended by that certain Amendment No. 2 to the Second Amended and Restated Global Senior Credit Agreement, dated as of April 5, 2022, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness of this Amendment, the “Existing Revolving Credit Agreement”); capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Revolving Credit Agreement, as amended hereby; and
(2)The parties to the Existing Revolving Credit Agreement wish to amend the definition of “Certified Capacity” in Section 1.01 of the Existing Revolving Credit Agreement.
Exhibit 10.2
Subject to the terms and conditions herein, the Borrowers, the Guarantors, the Administrative Agent and the Lender Parties party hereto (comprising 100% of the existing Lender Parties) have agreed to amend the Existing Revolving Credit Agreement on the terms and subject to the conditions hereinafter set forth.
(h) | National Australian Built Environment Rating System: minimum 4 Star or above; |
Exhibit 10.2
for the Administrative Agent) in accordance with the terms of Section 9.04 of the Existing Revolving Credit Agreement.
[Balance of page intentionally left blank.]
Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWERS:
DIGITAL REALTY TRUST, L.P.,
a Maryland limited partnership
By: DIGITAL REALTY TRUST, INC.,
its sole general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL SINGAPORE JURONG EAST PTE. LTD.,
a Singapore private limited company
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Authorized Person
DIGITAL SINGAPORE 1 PTE. LTD.,
a Singapore private limited company
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Authorized Person
DIGITAL HK JV HOLDING LIMITED,
a British Virgin Islands business company
By: /s/ Jeannie Lee
Name: Jeannie Lee
Title: Director
[Signatures continue]
Exhibit 10.2
DIGITAL SINGAPORE 2 PTE. LTD.,
a Singapore private limited company
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Authorized Person
DIGITAL HK KIN CHUEN LIMITED,
a Hong Kong limited company
By:/s/ Jeannie Lee______________________
Name: Jeannie Lee
Title: Director
DIGITAL STOUT HOLDING, LLC,
a Delaware limited liability company
By: DIGITAL REALTY TRUST, L.P.,
its manager
By: DIGITAL REALTY TRUST, INC.,
its member
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL JAPAN, LLC,
a Delaware limited liability company
By: DIGITAL ASIA, LLC,
its member
By: DIGITAL REALTY TRUST, L.P.,
its manager
By: DIGITAL REALTY TRUST, INC.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
Exhibit 10.2
DIGITAL EURO FINCO, L.P.,
a Scotland limited partnership
By: DIGITAL EURO FINCO GP, LLC,
its general partner
By: DIGITAL REALTY TRUST, L.P.,
its member
By: DIGITAL REALTY TRUST, INC.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
MOOSE VENTURES LP,
a Delaware limited partnership
By: DIGITAL REALTY TRUST, L.P.,
its manager
By: DIGITAL REALTY TRUST, INC.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL DUTCH FINCO B.V.,
a Dutch private limited liability company
By:/s/ Jeannie Lee__________________
Name: Jeannie Lee
Title: Managing Director
[Signatures continue]
Exhibit 10.2
Signed by DIGITAL AUSTRALIA FINCO PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cth) by: /s/ Jeannie Lee /s/ David Lucey | ||
Signature of director Jeannie Lee | | Signature of director David Lucey |
Name of director (print) Authorized Person | | Name of director (print) Authorized Person |
Title | | Title |
Exhibit 10.2
DIGITAL REALTY KOREA LTD., a Korean limited liability company
By:/s/ David Lucey________________
Name: David Lucey
Title: Director
DIGITAL SEOUL 2 LTD., a Korean limited liability company
By:/s/ David Lucey__________________
Name: David Lucey
Title: Director
PT DIGITAL JAKARTA ONE,
an Indonesian limited liability company
By:/s/ David Lucey__________________
Name: David Lucey
Title: Director
[Signatures continue]
Exhibit 10.2
ADMINISTRATIVE AGENT:
CITIBANK, N.A.,
as Administrative Agent
By: /s/ Christopher J. Albano__________
Name:Christopher J. Albano
Title: Authorized Signatory
Exhibit 10.2
CO-SUSTAINABILITY STRUCTURING AGENT:
CITIBANK, N.A., as Co-Sustainability Structuring Agent
By: /s/ Christopher J. Albano__________
Name:Christopher J. Albano
Title: Authorized Signatory
Exhibit 10.2
MULTICURRENCY ISSUING BANK AND SWING LINE BANK:
CITIBANK, N.A., LONDON BRANCH
By: /s/ Omar el Glaoui
Name:Omar el Glaoui
Title: Managing Director
Exhibit 10.2
KRW-A ISSUING BANK:
CITIBANK KOREA INC.
By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO
Exhibit 10.2
KRW-B ISSUING BANK:
CITIBANK KOREA INC.
By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO
Exhibit 10.2
CITIBANK, N.A., as a Lender
By: /s/ Christopher J. Albano
Name:Christopher J. Albano
Title: Authorized Signatory
Exhibit 10.2
CITIBANK, N.A., LONDON BRANCH,
as a Lender
By: /s/ Omar el Glaoui
Name:Omar el Glaoui
Title: Managing Director
Exhibit 10.2
CITIBANK, N.A., INDONESIA BRANCH,
as a Lender
By: /s/ Teddy Indratno
Name:Teddy Indratno
Title: Vice President
By: /s/ Ng Cen Min
Name:Ng Cen Min
Title: Vice President
Exhibit 10.2
CITIBANK KOREA INC.,
as a Lender
By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO
Exhibit 10.2
SWING LINE BANK:
BANK OF AMERICA, N.A.
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
U.S. DOLLAR ISSUING BANK:
BANK OF AMERICA, N.A.
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., AUSTRALIAN BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., SINGAPORE BRANCH , as a Lender
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., SEOUL BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., JAKARTA BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President
Exhibit 10.2
CO-SUSTAINABILITY STRUCTURING AGENT:
BOFA SECURITIES, INC., as Co-Sustainability Structuring Agent
By: /s/ Justin Hicks
Name:Justin Hicks
Title: Managing Director
Exhibit 10.2
AUSTRALIAN ISSUING BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
SINGAPORE ISSUING BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SINGAPORE BRANCH
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SEOUL BRANCH
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SYDNEY BRANCH
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
IDR ISSUING BANK:
JPMORGAN CHASE BANK, N.A., JAKARTA BRANCH
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., JAKARTA BRANCH, as a Lender
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SINGAPORE BRANCH, as a Lender
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SEOUL BRANCH, as a Lender
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SYDNEY BRANCH, as a Lender
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Carolina Arean
Name:Carolina Arean
Title: Vice President
Exhibit 10.2
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
By: /s/ Cara Younger
Name:Cara Younger
Title: Managing Director
By: /s/ Miriam Trautmann
Name:Miriam Trautmann
Title: Managing Director
Exhibit 10.2
BANK OF CHINA, LOS ANGELES BRANCH, as a Lender
By: /s/ Jason Fu
Name:Jason Fu
Title: SVP
Exhibit 10.2
BARCLAYS BANK PLC, as a Lender
By: /s/ Warren Veech III
Name:Warren Veech III
Title: Vice President
Exhibit 10.2
BMO HARRIS BANK N.A., as a Lender
By: /s/ Rebecca Liu Chabanon
Name:Rebecca Liu Chabanon
Title: Director
Exhibit 10.2
MULTICURRENCY ISSUING BANK:
BNP PARIBAS, S.A.
By: /s/ Maria Mulic
Name:Maria Mulic
Title: Managing Director
By: /s/ Michael Kowalczuk
Name:Michael Kowalczuk
Title: Managing Director
Exhibit 10.2
BNP PARIBAS, S.A. as a Lender
By: /s/ Maria Mulic
Name:Maria Mulic
Title: Managing Director
By: /s/ Michael Kowalczuk
Name:Michael Kowalczuk
Title: Managing Director
Exhibit 10.2
CAPITAL ONE, NATIONAL ASSOCIATION., as a Lender
By: /s/ Jessica W. Phillips
Name:Jessica W. Phillips
Title: Authorized Signatory
Exhibit 10.2
CBIC, INC., as a Lender
By: /s/ Todd Roth
Name:Todd Roth
Title: Managing Director
Exhibit 10.2
CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender
By: /s/ Doreen Barr
Name:Doreen Barr
Title: Authorized Signatory
By: /s/ Wesley Cronin
Name:Wesley Cronin
Title: Authorized Signatory
Exhibit 10.2
DBS BANK LTD., as a Lender
By: /s/ Kate Khoo
Name:Kate Khoo
Title: Vice President
Exhibit 10.2
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
By: /s/ Marko Lukin
Name:Marko Lukin
Title: Vice President
By: /s/ Douglas Darman
Name:Douglas Darman
Title: Director
Exhibit 10.2
ING BANK N.V., DUBLIN BRANCH, as a Lender
By: /s/ Sean Hassett
Name:Sean Hassett
Title: Director
By: /s/ Padraig Matthews
Name:Padraig Matthews
Title: Director
Exhibit 10.2
KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Lauren Gargano
Name:Lauren Gargano
Title: Assistant Vice President
Exhibit 10.2
MIZUHO BANK, LTD., as a Lender
By: /s/ Donna DeMagistris
Name:Donna DeMagistris
Title: Executive Director
Exhibit 10.2
MORGAN STANLEY BANK, N.A., as a Lender
By: /s/ Jack Kuhns
Name:Jack Kuhns
Title: Authorized Signatory
Exhibit 10.2
MUFG Bank, Ltd., as a Lender
By: /s/ Lillian Kim
Name:Lillian Kim
Title: Director
Exhibit 10.2
OVERSEA-CHINESE BANKING CORPORATION LIMITED LOS ANGELES AGENCY, as a Lender
By: /s/ Grace Sun
Name:Grace Sun
Title: Managing Director
Exhibit 10.2
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Brandon K. Fiddler
Name:Brandon K. Fiddler
Title: Senior Vice President
Exhibit 10.2
RAYMOND JAMES BANK, as a Lender
By: /s/ Gregory A. Hargrove
Name:Gregory A. Hargrove
Title: Senior Vice President
Exhibit 10.2
ROYAL BANK OF CANADA, as a Lender
By: /s/ Brian Gross
Name:Brian Gross
Title: Authorized Signatory
Exhibit 10.2
SUMIMOTO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Mary Harold
Name:Mary Harold
Title: Executive Director
Exhibit 10.2
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Luke Copley
Name:Luke Copley
Title: Director
Exhibit 10.2
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By: /s/ John Glotzbecker
Name:John Glotzbecker
Title: Authorized Signatory
Exhibit 10.2
TRUIST BANK, as a Lender
By: /s/ Trudy Wilson
Name:Trudy Wilson
Title: Vice President
Exhibit 10.2
U.S. BANK NATIONAL ASSOCIATION, a National Banking Association, as a Lender
By: /s/ Michael F. Diemer
Name:Michael F. Diemer
Title: Senior Vice President
Exhibit 10.2
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Rebecca Ghermezi
Name:Rebecca Ghermezi
Title: Vice President
[Signatures continue]
Exhibit 10.2
CONSENT
Dated as of March 16, 2023
Each of the undersigned, as a Guarantor under the Existing Revolving Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Guaranty contained in the Existing Revolving Credit Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Existing Revolving Credit Agreement, as amended and modified by such Amendment.
[Balance of page intentionally left blank.]
Exhibit 10.2
GUARANTORS:
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL REALTY TRUST, L.P.,
a Maryland limited partnership
By: DIGITAL REALTY TRUST, INC.,
its sole general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL EURO FINCO, LLC,
a Delaware limited liability company
By: Digital Euro Finco, L.P.,
its member
By: Digital Euro Finco GP, LLC
its general partner
By: Digital Realty Trust, L.P.,
its member
By: Digital Realty Trust, Inc.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
[Signatures end.]
Exhibit 10.3
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 16, 2023
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), Digital Japan LLC, a Delaware limited liability company (the “Initial Borrower”; and collectively with any Additional Borrowers (as defined in the Existing Credit Agreement (defined herein)), the “Borrowers” and each individually a “Borrower”), Digital Euro Finco, LLC, a Delaware limited liability company (the “Euro Guarantor”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”; and collectively with the Operating Partnership and the Euro Guarantor, the “Guarantors”), each Lender and Issuing Bank listed on the signature pages to the Existing Credit Agreement and Sumitomo Mitsui Banking Corporation, as administrative agent for the Lender Parties (the “Administrative Agent”).
PRELIMINARY STATEMENTS:
(1)The Borrowers, the Guarantors, the Lender Parties, the Administrative Agent and the other financial institutions party thereto entered into an Amended and Restated Credit Agreement dated as of November 18, 2021 (as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement dated as of March 24, 2022, as further supplemented by that certain Limited Waiver to the Amended and Restated Credit Agreement, dated as of March 24, 2022, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness of this Amendment, the “Existing Credit Agreement”); capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement, as amended hereby; and
(2)The parties to the Existing Credit Agreement wish to amend the definition of “Certified Capacity” in Section 1.01 of the Existing Credit Agreement.
Subject to the terms and conditions herein, the Borrowers, the Guarantors, the Administrative Agent and the Lender Parties party hereto (comprising 100% of the existing Lender Parties) have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions hereinafter set forth.
definition of “Certified Capacity” in Section 1.01 of the Existing Credit Agreement is, upon the
occurrence of the Amendment Effective Date (as defined in Section 2 below), hereby replaced in its entirety
with the following:
(h) National Australian Built Environment Rating System: minimum 4 Star or above;
1
Exhibit 10.3
2
Exhibit 10.3
and 9.14 (Jurisdiction, Etc.) of the Existing Credit Agreement are hereby incorporated herein by this reference as if fully set forth herein.
[Balance of page intentionally left blank.]
3
Exhibit 10.3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWER:
DIGITAL JAPAN, LLC,
a Delaware limited liability company
By: DIGITAL ASIA, LLC,
its member
By: DIGITAL REALTY TRUST, L.P.,
its manager
By: DIGITAL REALTY TRUST, INC.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
ADMINISTRATIVE AGENT:
SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent
By: /s/ Mary Harold__________________
Name:Mary Harold
Title: Executive Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Mary Harold__________________
Name:Mary Harold
Title: Executive Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
MUFG BANK, LTD., as a Lender
By: /s/ Lillian Kim___________________
Name:Lillian Kim
Title: Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
MIZUHO BANK, LTD., as a Lender
By: /s/ Donna DeMagistris____________
Name:Donna DeMagistris
Title: Executive Director
[Signatures end.]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
CONSENT
Dated as of March 16, 2023
Each of the undersigned, as a Guarantor under the Existing Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Guaranty contained in the Existing Credit Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Existing Credit Agreement, as amended and modified by such Amendment.
[Balance of page intentionally left blank.]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
GUARANTORS:
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL REALTY TRUST, L.P.,
a Maryland limited partnership
By: DIGITAL REALTY TRUST, INC.,
its sole general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
DIGITAL EURO FINCO, LLC,
a Delaware limited liability company
By: Digital Euro Finco, L.P.,
its member
By: Digital Euro Finco GP, LLC
its general partner
By: Digital Realty Trust, L.P.,
its member
By: Digital Realty Trust, Inc.,
its general partner
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
[Signatures end.]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.4
CLASS D PROFITS INTEREST UNIT AGREEMENT
This Class D Profits Interest Unit Agreement (this “Agreement”), dated as of #GrantDate# (the “Grant Date”), is made by and between Digital Realty Trust, Inc., a Maryland corporation (the “Company”), Digital Realty Trust, L.P., a Maryland limited partnership (the “Partnership”), and #ParticipantName# (the “Participant”).
WHEREAS, the Company and the Partnership maintain the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Company and the Partnership wish to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement);
WHEREAS, Section 9.7 of the Plan provides for the issuance of Profits Interest Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a partner of the Partnership;
WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to the advantage and in the best interest of the Company and its stockholders to issue the Class D Profits Interest Units provided for herein (the “Award”) to the Participant as an inducement to enter into or remain in the service of the Company, the Partnership or any Subsidiary, and as an additional incentive during such service, and has advised the Company thereof; and
WHEREAS, the Company, the Partnership, and the Participant desire to reflect that the Award constitutes sufficient consideration for the Participant’s entry into the Employee Confidentiality and Covenant Agreement (as more fully set forth below).
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
1
Exhibit 10.4
2
Exhibit 10.4
3
Exhibit 10.4
4
Exhibit 10.4
5
Exhibit 10.4
6
Exhibit 10.4
7
Exhibit 10.4
8
Exhibit 10.4
“The offering and sale of the securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities will be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for the Partnership such registration is unnecessary in order for such transfer to comply with the Securities Act.”
“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) a written agreement with the Partnership, (ii) the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan and (iii) the Nineteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”
9
Exhibit 10.4
10
Exhibit 10.4
[Signature Page Follows]
11
Exhibit 10.4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
DIGITAL REALTY TRUST, INC., a Maryland corporation By: /s/ Jeannie Lee Name: Jeannie Lee Title: Executive Vice President, General Counsel, Assistant Secretary | DIGITAL REALTY TRUST, L.P., a Maryland limited partnership By: Digital Realty Trust, Inc., a Maryland corporation Its: General Partner By: /s/ Jeannie Lee Name: Jeannie Lee Title: Executive Vice President, General Counsel, Assistant Secretary |
| The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. #ParticipantName# Doc Control No.: PIUPERNOI23 |
12
Exhibit 10.4
Exhibit A
Definitions, Vesting Schedule and Notice Address
Base Units
“Base Units ” means #GrantCustom5# Class D Units.
Performance Period
“Performance Period” means the period commencing on January 1, 2023 and ending on the earlier of (i) December 31, 2025 or (ii) the date on which a Change in Control occurs.
Performance Vesting Percentage
“Performance Vesting Percentage” means a percentage, determined in accordance with the table set forth below, based on the extent to which the following Same Store Cash NOI Growth goals are attained during the Performance Period (it being understood that in no event will the Performance Vesting Percentage exceed 100%):
| | Same Store Cash NOI Growth | | Performance Vesting | | |||||||
| | | | | 0 | % | ||||||
“Threshold Level” | | | | | 25 | % | ||||||
“Target Level” | | | | | 50 | % | ||||||
“High Level” | | | | | 100 | % | ||||||
In the event that the Same Store Cash NOI Growth falls between the Threshold Level and the Target Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level Performance Vesting Percentages specified above; and in the event that the Same Store Cash NOI Growth falls between the Target Level and the High Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and High Level Performance Vesting Percentages specified above.
Time Vesting Schedule
#VestingDateandQuantity#
Company Address
5707 Southwest Parkway
Building 1, Suite 275
Austin, Texas 78735
13
Exhibit 10.4
Exhibit B
FORM OF SECTION 83(b) ELECTION AND INSTRUCTIONS
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the Class D Profits Interest Units of Digital Realty Trust, L.P. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
The executed original of the Section 83(b) election must be filed with the Internal Revenue Service not later than 30 days after the grant date. PLEASE NOTE: There is no remedy for failure to file on time. Follow the steps outlined below to ensure that the election is mailed and filed correctly and in a timely manner. ALSO, PLEASE NOTE: If you make the Section 83(b) election, the election is irrevocable.
Complete all of the Section 83(b) election steps below:
| 1. | Complete the Section 83(b) election form (sample form next page) and make three (3) copies of the signed election form. (Your spouse, if any, should also sign the Section 83(b) election form.) |
| 2. | Prepare a cover letter to the Internal Revenue Service (sample letter included, following election form). |
| 3. | Send the cover letter with the originally executed Section 83(b) election form and one (1) copy via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns. |
| ● | It is advisable that you have the package date-stamped at the post office. The post office will provide you with a white certified receipt that includes a dated postmark. Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you. However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service. |
| 4. | One (1) copy must be sent to Digital Realty Trust, L.P.’s legal department for its records. |
| 5. | Retain the Internal Revenue Service file stamped copy (when returned) for your records. |
Please consult your personal tax advisor for the address of the office of the Internal Revenue Service to which you should mail your election form.
14
ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the taxable year in which the property was transferred the excess (if any) of the fair market value of the property described below, over the amount the undersigned paid for such property, if any, and supplies herewith the following information in accordance with the Treasury regulations promulgated under Section 83(b):
NAME: SSN: ADDRESS: | #ParticipantName# [Name of Taxpayer] ____________________ [Taxpayer SSN] ____________________ ____________________ | NAME SSN: ADDRESS: | ____________________ [Name of Spouse or N/A] ____________________ [Spouse SSN] ____________________ ____________________ |
TAXABLE YEAR: The taxable year with respect to which this election is made is the calendar year in which the property was transferred.
2.The property with respect to which the election is made consists of #GrantCustom3# Class D Profits Interest Units (the “Units”) of Digital Realty Trust, L.P. (the “Company”), representing an interest in the future profits, losses and distributions of the Company.
3.The date on which the above property was transferred to the undersigned was #GrantDate#.
4.The above property is subject to the following restrictions: The Units are subject to cancellation and forfeiture to the extent unvested upon a termination of service with the Company under certain circumstances or in the event that certain performance objectives are not satisfied. These restrictions lapse upon the satisfaction of certain conditions as set forth in an agreement between the taxpayer and the Company. In addition, the Units are subject to certain transfer restrictions pursuant to such agreement and the Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., as amended (or amended and restated) from time to time, should the taxpayer wish to transfer the Units.
5.The fair market value of the above property at the time of transfer (determined without regard to any restrictions other than those which by their terms will never lapse) was $0.
6.The amount paid for the above property by the undersigned was $0.
7.The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of this election will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred
Date: _________________ | ____________________________________ #ParticipantName# |
The undersigned spouse of the taxpayer joins in this election. (Complete if applicable.)
Date: _________________ | ____________________________________ [Name of Spouse] |
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service
______________________________________
[Address where taxpayer files returns]
Re: Election under Section 83(b) of the Internal Revenue Code of 1986
Taxpayer: #ParticipantName#
Taxpayer’s Social Security Number: ___________________________
Taxpayer’s Spouse: _________________________________________
Taxpayer’s Spouse’s Social Security Number: ____________________
Ladies and Gentlemen:
Enclosed please find an original and one copy of an Election under Section 83(b) of the Internal Revenue Code of 1986, as amended, being made by the taxpayer referenced above. Please acknowledge receipt of the enclosed materials by stamping the enclosed copy of the Election and returning it to me in the self-addressed stamped envelope provided herewith.
Very truly yours,
___________________________________
#ParticipantName#
Enclosures
cc: Digital Realty Trust, L.P.
Exhibit C
CONSENT OF SPOUSE
I, ____________________, spouse of #ParticipantName#, have read and approve the foregoing Class D Profits Interest Unit Agreement (the “Agreement”) and all exhibits thereto, the Partnership Agreement and the Plan (each as defined in the Agreement). In consideration of the granting to my spouse of the profits interest units of Digital Realty Trust, L.P. (the “Partnership”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me, the Partnership and the Digital Realty Trust, Inc.
Grant Date: #GrantDate#
Doc Control No.: [ ⚫ ]
By: ________________________________
Print name: __________________________
Dated: ___________________
If applicable, you must print, complete and return this Consent of Spouse to hrcommunications@digitalrealty.com. Please only print and return this page.
Exhibit 10.5
CLASS D PROFITS INTEREST UNIT AGREEMENT
This Class D Profits Interest Unit Agreement (this “Agreement”), dated as of #GrantDate# (the “Grant Date”), is made by and between Digital Realty Trust, Inc., a Maryland corporation (the “Company”), Digital Realty Trust, L.P., a Maryland limited partnership (the “Partnership”), and #ParticipantName# (the “Participant”).
WHEREAS, the Company and the Partnership maintain the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Company and the Partnership wish to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement);
WHEREAS, Section 9.7 of the Plan provides for the issuance of Profits Interest Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a partner of the Partnership;
WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to the advantage and in the best interest of the Company and its stockholders to issue the Class D Profits Interest Units provided for herein (the “Award”) to the Participant as an inducement to enter into or remain in the service of the Company, the Partnership or any Subsidiary, and as an additional incentive during such service, and has advised the Company thereof; and
WHEREAS, the Company, the Partnership, and the Participant desire to reflect that the Award constitutes sufficient consideration for the Participant’s entry into the Employee Confidentiality and Covenant Agreement (as more fully set forth below).
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
Exhibit 10.5
“The offering and sale of the securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities will be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for the Partnership such registration is unnecessary in order for such transfer to comply with the Securities Act.”
Exhibit 10.5
“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) a written agreement with the Partnership, (ii) the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan and (iii) the Nineteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”
Exhibit 10.5
Exhibit 10.5
[Signature Page Follows]
Exhibit 10.5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
DIGITAL REALTY TRUST, INC., a Maryland corporation By: /s/ Jeannie Lee Name: Jeannie Lee Title: Executive Vice President, General Counsel, Assistant Secretary | DIGITAL REALTY TRUST, L.P., a Maryland limited partnership By: Digital Realty Trust, Inc., a Maryland corporation Its: General Partner By: /s/ Jeannie Lee Name: Jeannie Lee Title: Executive Vice President, General Counsel, Assistant Secretary |
| The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. #ParticipantName# Doc Control No.: PIUPERNOI23- ESA |
Exhibit 10.5
Exhibit A
Definitions, Vesting Schedule and Notice Address
Base Units
“Base Units” means #GrantCustom5# Class D Units.
Performance Period
“Performance Period” means the period commencing on January 1, 2023 and ending on the earlier of (i) December 31, 2025 or (ii) the date on which a Change in Control occurs.
Performance Vesting Percentage
“Performance Vesting Percentage” means a percentage, determined in accordance with the table set forth below, based on the extent to which the following Same Store Cash NOI Growth goals are attained during the Performance Period (it being understood that in no event will the Performance Vesting Percentage exceed 100%):
| | Same Store Cash NOI Growth | | Performance Vesting | | |||||||
| | | | | 0 | % | ||||||
“Threshold Level” | | | | | 25 | % | ||||||
“Target Level” | | | | | 50 | % | ||||||
“High Level” | | | | | 100 | % | ||||||
In the event that the Same Store Cash NOI Growth falls between the Threshold Level and the Target Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level Performance Vesting Percentages specified above; and in the event that the Same Store Cash NOI Growth falls between the Target Level and the High Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and High Level Performance Vesting Percentages specified above.
Time Vesting Schedule
#VestingDateandQuantity#
Company Address
5707 Southwest Parkway
Building 1, Suite 275
Austin, Texas 78735
Exhibit B
FORM OF SECTION 83(b) ELECTION AND INSTRUCTIONS
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the Class D Profits Interest Units of Digital Realty Trust, L.P. transferred to you. Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
The executed original of the Section 83(b) election must be filed with the Internal Revenue Service not later than 30 days after the grant date. PLEASE NOTE: There is no remedy for failure to file on time. Follow the steps outlined below to ensure that the election is mailed and filed correctly and in a timely manner. ALSO, PLEASE NOTE: If you make the Section 83(b) election, the election is irrevocable.
Complete all of the Section 83(b) election steps below:
| 1. | Complete the Section 83(b) election form (sample form next page) and make three (3) copies of the signed election form. (Your spouse, if any, should also sign the Section 83(b) election form.) |
| 2. | Prepare a cover letter to the Internal Revenue Service (sample letter included, following election form). |
| 3. | Send the cover letter with the originally executed Section 83(b) election form and one (1) copy via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns. |
| ● | It is advisable that you have the package date-stamped at the post office. The post office will provide you with a white certified receipt that includes a dated postmark. Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you. However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service. |
| 4. | One (1) copy must be sent to Digital Realty Trust, L.P.’s legal department for its records. |
| 5. | Retain the Internal Revenue Service file stamped copy (when returned) for your records. |
Please consult your personal tax advisor for the address of the office of the Internal Revenue Service to which you should mail your election form.
ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the taxable year in which the property was transferred the excess (if any) of the fair market value of the property described below, over the amount the undersigned paid for such property, if any, and supplies herewith the following information in accordance with the Treasury regulations promulgated under Section 83(b):
NAME: SSN: ADDRESS: | #ParticipantName# [Name of Taxpayer] ____________________ [Taxpayer SSN] ____________________ ____________________ | NAME SSN: ADDRESS: | ___________________ [Name of Spouse or N/A] ____________________ [Spouse SSN] ____________________ ____________________ |
TAXABLE YEAR: The taxable year with respect to which this election is made is the calendar year in which the property was transferred.
2.The property with respect to which the election is made consists of #GrantCustom3# Class D Profits Interest Units (the “Units”) of Digital Realty Trust, L.P. (the “Company”), representing an interest in the future profits, losses and distributions of the Company.
3.The date on which the above property was transferred to the undersigned was #GrantDate#.
4.The above property is subject to the following restrictions: The Units are subject to cancellation and forfeiture to the extent unvested upon a termination of service with the Company under certain circumstances or in the event that certain performance objectives are not satisfied. These restrictions lapse upon the satisfaction of certain conditions as set forth in an agreement between the taxpayer and the Company. In addition, the Units are subject to certain transfer restrictions pursuant to such agreement and the Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., as amended (or amended and restated) from time to time, should the taxpayer wish to transfer the Units.
5.The fair market value of the above property at the time of transfer (determined without regard to any restrictions other than those which by their terms will never lapse) was $0.
6.The amount paid for the above property by the undersigned was $0.
7.The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of this election will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred
Date: _________________ | ____________________________________ #ParticipantName# |
The undersigned spouse of the taxpayer joins in this election. (Complete if applicable.)
Date: _________________ | ____________________________________ [Name of Spouse] |
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service
______________________________________
[Address where taxpayer files returns]
Re: Election under Section 83(b) of the Internal Revenue Code of 1986
Taxpayer: #ParticipantName#
Taxpayer’s Social Security Number: ___________________________
Taxpayer’s Spouse: _________________________________________
Taxpayer’s Spouse’s Social Security Number: ____________________
Ladies and Gentlemen:
Enclosed please find an original and one copy of an Election under Section 83(b) of the Internal Revenue Code of 1986, as amended, being made by the taxpayer referenced above. Please acknowledge receipt of the enclosed materials by stamping the enclosed copy of the Election and returning it to me in the self-addressed stamped envelope provided herewith.
Very truly yours,
___________________________________
#ParticipantName#
Enclosures
cc: Digital Realty Trust, L.P.
Exhibit C
CONSENT OF SPOUSE
I, ____________________, spouse of #ParticipantName#, have read and approve the foregoing Class D Profits Interest Unit Agreement (the “Agreement”) and all exhibits thereto, the Partnership Agreement and the Plan (each as defined in the Agreement). In consideration of the granting to my spouse of the profits interest units of Digital Realty Trust, L.P. (the “Partnership”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me, the Partnership and the Digital Realty Trust, Inc.
Grant Date: #GrantDate#
Doc Control No.: [ ⚫ ]
By: ________________________________
Print name: __________________________
Dated: ___________________
If applicable, you must print, complete and return this Consent of Spouse to hrcommunications@digitalrealty.com. Please only print and return this page.
Exhibit 10.6
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (US)
This Restricted Stock Unit Agreement (this “Agreement”), dated as of #GrantDate# (the “Grant Date”), is made by and between Digital Realty Trust, Inc., a Maryland corporation (the “Company”) and #ParticipantName# (the “Participant”).
WHEREAS, the Company maintains the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement);
WHEREAS, Section 9.4 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”);
WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to the advantage and in the best interest of the Company and its stockholders to issue RSUs to the Participant as an inducement to enter into or remain in the service of the Company, Digital Realty Trust, L.P. (the “Partnership”) or any Subsidiary, and as an additional incentive during such service, and has advised the Company thereof; and
WHEREAS, the Company and the Participant desire to reflect that the Award (as defined below) constitutes sufficient consideration for the Participant’s entry into the Employee Confidentiality and Covenant Agreement (as more fully set forth below).
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
Exhibit 10.6
Exhibit 10.6
Exhibit 10.6
Exhibit 10.6
Exhibit 10.6
Exhibit 10.6
In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.
Exhibit 10.6
Exhibit 10.6
Exhibit 10.6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Jeannie Lee
Name: Jeannie Lee
Title: Executive Vice President, General Counsel, Assistant Secretary
The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.
#ParticipantName#
Doc Control No.: RSUPERNOI23 US ECCA
Exhibit 10.6
Exhibit A
Definitions, Vesting Schedule and Notice Address
Performance Period
“Performance Period” means the period commencing on January 1, 2023 and ending on the earlier of (i) December 31, 2025 or (ii) the date on which a Change in Control occurs.
Performance Vesting Percentage
“Performance Vesting Percentage” means a percentage, determined in accordance with the table set forth below, based on the extent to which the following Same Store Cash NOI Growth goals are attained during the Performance Period (it being understood that in no event will the Performance Vesting Percentage exceed 100%):
| | Same Store Cash NOI Growth | | Performance Vesting | | |||
| | | | | 0 | % | ||
“Threshold Level” | | | | | 25 | % | ||
“Target Level” | | | | | 50 | % | ||
“High Level” | | | | | 100 | % | ||
In the event that the Same Store Cash NOI Growth falls between the Threshold Level and the Target Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level Performance Vesting Percentages specified above; and in the event that the Same Store Cash NOI Growth falls between the Target Level and the High Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and High Level Performance Vesting Percentages specified above.
Time Vesting Schedule
#VestingDateandQuantity#
Company Address
5707 Southwest Parkway
Building 1, Suite 275
Austin, Texas 78735
Exhibit 10.6
Exhibit B
CONSENT OF SPOUSE
I, ____________________, spouse of #ParticipantName#, have read and approve the foregoing Restricted Stock Unit Agreement (the “Agreement”) and all exhibits thereto and the Plan (as defined in the Agreement). In consideration of the granting to my spouse of the restricted stock units of Digital Realty Trust, Inc. (the “Company”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any securities issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me and the Company.
Grant Date: #GrantDate#
Doc Control No.: [ ⚫ ]
By: ________________________________
Print name: __________________________
Dated: ___________________
If applicable, you must print, complete and return this Consent of Spouse to hrcommunications@digitalrealty.com. Please only print and return this page.
Exhibit 10.7
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (US)
This Restricted Stock Unit Agreement (this “Agreement”), dated as of #GrantDate# (the “Grant Date”), is made by and between Digital Realty Trust, Inc., a Maryland corporation (the “Company”) and #ParticipantName# (the “Participant”).
WHEREAS, the Company maintains the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement);
WHEREAS, Section 9.4 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”);
WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to the advantage and in the best interest of the Company and its stockholders to issue RSUs to the Participant as an inducement to enter into or remain in the service of the Company, Digital Realty Trust, L.P. (the “Partnership”) or any Subsidiary, and as an additional incentive during such service, and has advised the Company thereof; and
WHEREAS, the Company and the Participant desire to reflect that the Award (as defined below) constitutes sufficient consideration for the Participant’s entry into the Employee Confidentiality and Covenant Agreement (as more fully set forth below).
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Jeannie Lee
Name: Jeannie Lee
Title: Executive Vice President, General Counsel, Assistant Secretary
The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.
#ParticipantName#
Doc Control No.: RSUPERNOI23 US- ESA
Exhibit A
Definitions, Vesting Schedule and Notice Address
Performance Period
“Performance Period” means the period commencing on January 1, 2023 and ending on the earlier of (i) December 31, 2025 or (ii) the date on which a Change in Control occurs.
Performance Vesting Percentage
“Performance Vesting Percentage” means a percentage, determined in accordance with the table set forth below, based on the extent to which the following Same Store Cash NOI Growth goals are attained during the Performance Period (it being understood that in no event will the Performance Vesting Percentage exceed 100%):
| | Same Store Cash NOI Growth | | Performance Vesting | | |||
| | | | | 0 | % | ||
“Threshold Level” | | | | | 25 | % | ||
“Target Level” | | | | | 50 | % | ||
“High Level” | | | | | 100 | % | ||
In the event that the Same Store Cash NOI Growth falls between the Threshold Level and the Target Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Threshold Level and Target Level Performance Vesting Percentages specified above; and in the event that the Same Store Cash NOI Growth falls between the Target Level and the High Level, the Performance Vesting Percentage shall be determined using straight line linear interpolation between the Target Level and High Level Performance Vesting Percentages specified above.
Time Vesting Schedule
#VestingDateandQuantity#
Company Address
5707 Southwest Parkway
Building 1, Suite 275
Austin, Texas 78735
Exhibit B
CONSENT OF SPOUSE
I, ____________________, spouse of #ParticipantName#, have read and approve the foregoing Restricted Stock Unit Agreement (the “Agreement”) and all exhibits thereto and the Plan (as defined in the Agreement). In consideration of the granting to my spouse of the restricted stock units of Digital Realty Trust, Inc. (the “Company”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any securities issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me and the Company.
Grant Date: #GrantDate#
Doc Control No.: [ ⚫ ]
By: ________________________________
Print name: __________________________
Dated: ___________________
If applicable, you must print, complete and return this Consent of Spouse to hrcommunications@digitalrealty.com. Please only print and return this page.
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew P. Power, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Digital Realty Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2023
By: | /s/ ANDREW P. POWER | |
| Andrew P. Power President & Chief Executive Officer (Principal Executive Officer) | |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Matthew R. Mercier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Digital Realty Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2023
By: | /s/ MATTHEW R. MERCIER | |
| Matthew R. Mercier Chief Financial Officer (Principal Financial Officer) | |
Exhibit 31.3
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew P. Power, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Digital Realty Trust, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2023
By: | /s/ ANDREW P. POWER | |
| Andrew P. Power (Principal Executive Officer) Digital Realty Trust, Inc., sole general partner of Digital Realty Trust, L.P. | |
Exhibit 31.4
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Matthew R. Mercier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Digital Realty Trust, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2023
By: | /s/ MATTHEW R. MERCIER | |
| Matthew R. Mercier (Principal Financial Officer) Digital Realty Trust, Inc., sole general partner of Digital Realty Trust, L.P. | |
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty Trust, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date: May 4, 2023 | | |
| | |
| /s/ ANDREW P. POWER | |
| Andrew P. Power | |
| President & Chief Executive Officer | |
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty Trust, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date: May 4, 2023 | | |
| | |
| /s/ MATTHEW R. MERCIER | |
| Matthew R. Mercier | |
| Chief Financial Officer | |
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.3
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty Trust, Inc., in its capacity as the sole general partner of Digital Realty Trust, L.P. (the “Operating Partnership”), hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership at the dates and for the periods indicated.
Date: May 4, 2023 | | |
| | |
| /s/ ANDREW P. POWER | |
| Andrew P. Power | |
| President & Chief Executive Officer | |
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Operating Partnership filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.4
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty Trust, Inc., in its capacity as the sole general partner of Digital Realty Trust, L.P. (the “Operating Partnership”), hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership at the dates and for the periods indicated.
Date: May 4, 2023 | | |
| | |
| /s/ MATTHEW R. MERCIER | |
| Matthew R. Mercier | |
| Chief Financial Officer | |
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Operating Partnership filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.