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EX-32.4 - EXHIBIT 32.4 - Digital Realty Trust, Inc.ex32406302017.htm
EX-32.3 - EXHIBIT 32.3 - Digital Realty Trust, Inc.ex32306302017.htm
EX-32.2 - EXHIBIT 32.2 - Digital Realty Trust, Inc.ex32206302017.htm
EX-32.1 - EXHIBIT 32.1 - Digital Realty Trust, Inc.ex32106302017.htm
EX-31.4 - EXHIBIT 31.4 - Digital Realty Trust, Inc.ex31406302017.htm
EX-31.3 - EXHIBIT 31.3 - Digital Realty Trust, Inc.ex31306302017.htm
EX-31.2 - EXHIBIT 31.2 - Digital Realty Trust, Inc.ex31206302017.htm
EX-31.1 - EXHIBIT 31.1 - Digital Realty Trust, Inc.ex31106302017.htm
EX-12.1 - EXHIBIT 12.1 - Digital Realty Trust, Inc.ex12106302017.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 10-Q
 
 
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2017
 
¨
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.)
Maryland (Digital Realty Trust, L.P.)
 
26-0081711
20-2402955
(State or other jurisdiction of
incorporation or organization)
 
(IRS employer
identification number)
 
 
Four Embarcadero Center, Suite 3200
San Francisco, CA
 
94111
(Address of principal executive offices)
 
(Zip Code)
(415) 738-6500
(Registrant’s telephone number, including area code)
 
 
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  x      No   ¨
Digital Realty Trust, L.P.
  
Yes  x      No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Digital Realty Trust, Inc.
  
Yes  x      No   ¨
Digital Realty Trust, L.P.
  
Yes  x      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
x
  
Accelerated filer
¨
 
 
 
 
 
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
  
Smaller reporting company
¨
 
 
 
 
 
 
 
 
Emerging growth company
¨
Digital Realty Trust, L.P.:
Large accelerated filer
¨
  
Accelerated filer
¨
 
 
 
 
 
Non-accelerated filer
x  (Do not check if a smaller reporting company)
  
Smaller reporting company
¨
 
 
 
 
 
 
 
 
Emerging growth company
¨
Digital Realty Trust, Inc.:
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, L.P.:
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. ¨
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   x
Digital Realty Trust, L.P.
  
Yes  ¨   No   x
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 August 7, 2017
Common Stock, $.01 par value per share
  
162,195,217




EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2017 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. Unless otherwise indicated or unless the context requires otherwise, all references to “our operating partnership” or “the operating partnership” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries.
Digital Realty Trust, Inc. is a real estate investment trust, or REIT, and the sole general partner of Digital Realty Trust, L.P. As of June 30, 2017, Digital Realty Trust, Inc. owned an approximate 98.5% common general partnership interest in Digital Realty Trust, L.P. The remaining approximate 1.5% common limited partnership interests are owned by non-affiliated investors and certain directors and officers of Digital Realty Trust, Inc. As of June 30, 2017, Digital Realty Trust, Inc. 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., Digital Realty Trust, Inc. has the full, exclusive and complete responsibility for the operating partnership’s day-to-day management and control.

We believe combining the quarterly reports on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. into this single report results in the following benefits:

enhancing investors’ understanding of our company and our operating partnership 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 our company and our operating partnership; and

creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

There are a few differences between our company and our operating partnership, which are reflected in the disclosure in this report. We believe it is important to understand the differences between our company and our operating partnership in the context of how we operate as an interrelated consolidated company. Digital Realty Trust, Inc. is a REIT, whose only material asset is its ownership of partnership interests of Digital Realty Trust, L.P. As a result, Digital Realty Trust, Inc. generally does not conduct business itself, other than acting as the sole general partner of Digital Realty Trust, L.P., issuing public securities from time to time and guaranteeing certain unsecured debt of Digital Realty Trust, L.P. and certain of its subsidiaries and affiliates. Digital Realty Trust, Inc. itself has not issued any indebtedness but guarantees the unsecured debt of Digital Realty Trust, L.P. and certain of its subsidiaries, as disclosed in this report. Digital Realty Trust, L.P. holds substantially all the assets of the company and holds the ownership interests in the company’s joint ventures. Digital Realty Trust, L.P. conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Digital Realty Trust, Inc., which are generally contributed to Digital Realty Trust, L.P. in exchange for partnership units, Digital Realty Trust, L.P. generally generates the capital required by the company’s business primarily through Digital Realty Trust, L.P.’s operations, by Digital Realty Trust, L.P.’s or its affiliates’ direct or indirect incurrence of indebtedness or through the issuance of partnership units.
The presentation of noncontrolling interests in operating partnership, stockholders’ equity and partners’ capital are the main areas of difference between the condensed consolidated financial statements of Digital Realty Trust, Inc. and those of Digital Realty Trust, L.P. The common limited partnership interests held by the limited partners in Digital Realty Trust, L.P. are presented as limited partners’ capital within partners’ capital in Digital Realty Trust, L.P.’s condensed consolidated financial statements and as noncontrolling interests in operating partnership within equity in Digital Realty Trust, Inc.’s condensed consolidated financial statements. The common and preferred partnership interests held by Digital Realty Trust, Inc. in Digital Realty Trust, L.P. are presented as general partner’s capital within partners’ capital in Digital Realty Trust, L.P.’s condensed consolidated financial statements and as preferred stock, common stock, additional paid-in capital and accumulated dividends in excess of earnings within stockholders’ equity in Digital Realty Trust, Inc.’s condensed consolidated financial statements. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity issued at the Digital Realty Trust, Inc. and the Digital Realty Trust, L.P. levels.

2


To help investors understand the significant differences between the company and the operating partnership, this report presents the following separate sections for each of the company and the operating partnership:

Condensed consolidated financial statements;

the following notes to the condensed consolidated financial statements:

"Debt of the Company" and "Debt of the Operating Partnership";

"Income per Share" and "Income per Unit"; and

"Equity and Accumulated Other Comprehensive Loss, Net" and "Capital and Accumulated Other Comprehensive Loss";

Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources of the Parent Company" and "—Liquidity and Capital Resources of the Operating Partnership"; and

Part II, Item 2. "Unregistered Sales of Equity Securities and Use of Proceeds".
This report also includes separate Part I, Item 4. "Controls and Procedures" sections and separate Exhibit 31 and 32 certifications for each of the company and the operating partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity during the period covered by this report have made the requisite certifications and that the company and the operating partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
In order to highlight the differences between the company and the operating partnership, the separate sections in this report for the company and the operating partnership specifically refer to the company and the operating partnership. In the sections that combine disclosure of the company and the operating partnership, this report refers to actions or holdings as being actions or holdings of the company. Although the operating partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the company is appropriate because the business is one enterprise and the company generally operates the business through the operating partnership.

As general partner with control of the operating partnership, Digital Realty Trust, Inc. consolidates the operating partnership for financial reporting purposes, and it does not have significant assets other than its investment in the operating partnership. Therefore, the assets and liabilities of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are generally the same on their respective condensed consolidated financial statements. The separate discussions of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. 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.

3


DIGITAL REALTY TRUST, INC. AND DIGITAL REALTY TRUST, L.P.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2017
TABLE OF CONTENTS
 
 
 
Page
 Number
PART I.
FINANCIAL INFORMATION




ITEM 1.
Condensed Consolidated Financial Statements of Digital Realty Trust, Inc.:

























Condensed Consolidated Financial Statements of Digital Realty Trust, L.P.:




























ITEM 2.



ITEM 3.



ITEM 4.







PART II.



ITEM 1.



ITEM 1A. 



ITEM 2.



ITEM 3.



ITEM 4.



ITEM 5.



ITEM 6.






4




DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 
June 30,
2017
 
December 31,
2016
 
(unaudited)
 
 
ASSETS
 
 
 
Investments in real estate:
 
 
 
Properties:
 
 
 
Land
$
795,822

 
$
746,822

Acquired ground leases
10,692

 
11,335

Buildings and improvements
10,838,278

 
10,267,525

Tenant improvements
537,018

 
532,787

Total investments in properties
12,181,810

 
11,558,469

Accumulated depreciation and amortization
(2,929,095
)
 
(2,668,509
)
Net investments in properties
9,252,715

 
8,889,960

Investment in unconsolidated joint ventures
103,881

 
106,402

Net investments in real estate
9,356,596

 
8,996,362

Cash and cash equivalents
22,383

 
10,528

Accounts and other receivables, net of allowance for doubtful accounts of $4,930 and $7,446
   as of June 30, 2017 and December 31, 2016, respectively
229,450

 
203,938

Deferred rent
423,188

 
412,269

Acquired above-market leases, net
19,716

 
22,181

Goodwill
778,862

 
752,970

Acquired in-place lease value, deferred leasing costs and intangibles, net
1,494,083

 
1,522,378

Restricted cash
18,931

 
11,508

Assets held for sale
87,882

 
56,097

Other assets
148,480

 
204,354

Total assets
$
12,579,571

 
$
12,192,585

LIABILITIES AND EQUITY
 
 
 
Global revolving credit facility, net
$
563,063

 
$
199,209

Unsecured term loan, net
1,520,482

 
1,482,361

Unsecured senior notes, net
4,351,148

 
4,153,797

Mortgage loans, including premiums, net
2,927

 
3,240

Accounts payable and other accrued liabilities
850,602

 
824,878

Accrued dividends and distributions

 
144,194

Acquired below-market leases, net
76,099

 
81,899

Security deposits and prepaid rents
181,007

 
168,111

Obligations associated with assets held for sale
2,949

 
2,599

Total liabilities
7,548,277

 
7,060,288

Commitments and contingencies

 

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred Stock: $0.01 par value per share, 110,000,000 shares authorized; 34,600,000 and 41,900,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
836,770

 
1,012,961

Common Stock: $0.01 par value per share, 265,000,000 shares authorized; 162,183,489 and 159,019,118 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
1,611

 
1,582

Additional paid-in capital
5,991,753

 
5,764,497

Accumulated dividends in excess of earnings
(1,722,610
)
 
(1,547,420
)
Accumulated other comprehensive loss, net
(110,709
)
 
(135,605
)
Total stockholders’ equity
4,996,815

 
5,096,015

Noncontrolling Interests:
 
 
 
Noncontrolling interests in operating partnership
27,909

 
29,684

Noncontrolling interests in consolidated joint ventures
6,570

 
6,598

Total noncontrolling interests
34,479

 
36,282

Total equity
5,031,294

 
5,132,297

Total liabilities and equity
$
12,579,571

 
$
12,192,585

See accompanying notes to the condensed consolidated financial statements.

5


DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except share and per share data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Operating Revenues:
 
 
 
 
 
 
 
Rental
$
412,576

 
$
377,109

 
$
816,702

 
$
748,237

Tenant reimbursements
93,342

 
88,211

 
180,630

 
172,429

Interconnection and other
58,301

 
48,363

 
115,526

 
95,326

Fee income
1,429

 
1,251

 
3,324

 
3,050

Other
341

 

 
376

 
91

Total operating revenues
565,989


514,934


1,116,558


1,019,133

Operating Expenses:
 
 
 
 

 

Rental property operating and maintenance
174,716

 
159,548

 
344,055

 
313,717

Property taxes
28,161

 
27,449

 
55,080

 
54,780

Insurance
2,576

 
2,241

 
5,168

 
4,653

Depreciation and amortization
178,111

 
175,594

 
354,577

 
344,610

General and administrative
37,509

 
34,189

 
72,156

 
65,445

Transactions and integration
14,235

 
3,615

 
17,558

 
5,515

Other
24

 

 
24

 
(1
)
Total operating expenses
435,332


402,636


848,618


788,719

Operating income
130,657

 
112,298

 
267,940

 
230,414

Other Income (Expenses):
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
8,388

 
4,132

 
13,712

 
8,210

Gain (loss) on sale of properties
380

 

 
(142
)
 
1,097

Interest and other (expense) income
367

 
(3,325
)
 
518

 
(3,949
)
Interest expense
(57,582
)
 
(59,909
)
 
(113,032
)
 
(117,170
)
Tax expense
(2,639
)
 
(2,252
)
 
(4,862
)
 
(4,361
)
Loss from early extinguishment of debt

 

 

 
(964
)
Net income
79,571


50,944


164,134


113,277

Net income attributable to noncontrolling interests
(920
)
 
(569
)
 
(1,945
)
 
(1,353
)
Net income attributable to Digital Realty Trust, Inc.
78,651


50,375


162,189


111,924

Preferred stock dividends
(14,505
)
 
(22,424
)
 
(31,898
)
 
(44,848
)
Issuance costs associated with redeemed preferred stock
(6,309
)
 

 
(6,309
)
 

Net income available to common stockholders
$
57,837


$
27,951


$
123,982


$
67,076

Net income per share available to common stockholders:
 
 
 
 
 
 
 
Basic
$
0.36

 
$
0.19

 
$
0.77

 
$
0.46

Diluted
$
0.36

 
$
0.19

 
$
0.77

 
$
0.46

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
160,832,889

 
146,824,268

 
160,069,201

 
146,694,916

Diluted
161,781,867

 
147,808,268

 
161,059,527

 
147,416,934

See accompanying notes to the condensed consolidated financial statements.

6


DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
79,571

 
$
50,944

 
$
164,134

 
$
113,277

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustments
13,677

 
(17,509
)
 
30,255

 
(18,950
)
Decrease in fair value of interest rate swaps and foreign currency hedges
(2,328
)
 
(9,510
)
 
(6,692
)
 
(16,919
)
Reclassification to interest expense from interest rate swaps
647

 
1,198

 
1,677

 
2,256

Comprehensive income
91,567

 
25,123

 
189,374

 
79,664

Comprehensive income attributable to noncontrolling interests
(1,085
)
 
(153
)
 
(2,289
)
 
(807
)
Comprehensive income attributable to Digital Realty Trust, Inc.
$
90,482

 
$
24,970

 
$
187,085

 
$
78,857

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)
 
 
Preferred
Stock
 
Number of
Common
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests in
Operating
Partnership
 
Noncontrolling
Interests in
Consolidated
Joint Ventures
 
Total
Noncontrolling
Interests
 
Total Equity
Balance as of December 31, 2016
$
1,012,961

 
159,019,118

 
$
1,582

 
$
5,764,497

 
$
(1,547,420
)
 
$
(135,605
)
 
$
5,096,015

 
$
29,684

 
$
6,598

 
$
36,282

 
$
5,132,297

Conversion of common units to common stock

 
491,642

 
5

 
6,424

 

 

 
6,429

 
(6,429
)
 

 
(6,429
)
 

Issuance of unvested restricted stock, net of forfeitures

 
252,754

 

 

 

 

 

 

 

 

 

Issuance of common stock, net of offering costs

 
2,375,000

 
24

 
211,863

 

 

 
211,887

 

 

 

 
211,887

Exercise of stock options

 
17,668

 

 
687

 

 

 
687

 

 

 

 
687

 Shares issued under employee stock purchase plan

 
27,307

 

 
1,919

 

 

 
1,919

 

 

 

 
1,919

Redemption of series F preferred stock
(176,191
)
 

 

 

 
(6,309
)
 

 
(182,500
)
 

 

 

 
(182,500
)
Amortization of share-based compensation

 

 

 
13,815

 

 

 
13,815

 

 

 

 
13,815

Reclassification of vested share-based awards

 

 

 
(7,452
)
 

 

 
(7,452
)
 
7,452

 

 
7,452

 

Dividends declared on preferred stock

 

 

 

 
(31,898
)
 

 
(31,898
)
 

 

 

 
(31,898
)
Dividends and distributions on common stock and common and incentive units

 

 

 

 
(299,172
)
 

 
(299,172
)
 
(4,853
)
 

 
(4,853
)
 
(304,025
)
Distributions to noncontrolling interests in consolidated joint ventures, net of contributions

 

 

 

 

 

 

 

 
(262
)
 
(262
)
 
(262
)
Net income

 

 

 

 
162,189

 

 
162,189

 
1,711

 
234

 
1,945

 
164,134

Other comprehensive income—foreign currency translation adjustments

 

 

 

 

 
29,843

 
29,843

 
412

 

 
412

 
30,255

Other comprehensive loss—fair value of interest rate swaps and foreign currency hedges

 

 

 

 

 
(6,601
)
 
(6,601
)
 
(91
)
 

 
(91
)
 
(6,692
)
Other comprehensive income—reclassification of accumulated other comprehensive loss to interest expense

 

 

 

 

 
1,654

 
1,654

 
23

 

 
23

 
1,677

Balance as of June 30, 2017
$
836,770

 
162,183,489

 
$
1,611

 
$
5,991,753

 
$
(1,722,610
)
 
$
(110,709
)
 
$
4,996,815

 
$
27,909

 
$
6,570

 
$
34,479

 
$
5,031,294

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)
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
164,134

 
$
113,277

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Loss (gain) on sale of properties
142

 
(1,097
)
Equity in earnings of unconsolidated joint ventures
(13,712
)
 
(8,210
)
Distributions from unconsolidated joint ventures
21,376

 
8,568

Write-off of net assets due to early lease terminations
24

 
(1
)
Depreciation and amortization of buildings and improvements, tenant improvements
   and acquired ground leases
264,125

 
254,647

Amortization of acquired in-place lease value and deferred leasing costs
90,452

 
89,963

Amortization of share-based compensation
10,125

 
9,184

Non-cash amortization of terminated swaps
602

 

Allowance for (recovery of) doubtful accounts
(2,555
)
 
28

Amortization of deferred financing costs
4,956

 
4,903

Loss on early extinguishment of debt

 
964

Amortization of debt discount/premium
1,363

 
1,277

Amortization of acquired above-market leases and acquired below-market leases, net
(3,978
)
 
(4,262
)
Changes in assets and liabilities:
 
 
 
Accounts and other receivables
(23,711
)
 
(1,118
)
Deferred rent
(6,198
)
 
(13,011
)
Deferred leasing costs
(8,143
)
 
(12,269
)
Other assets
(5,357
)
 
(53,879
)
Accounts payable and other accrued liabilities
17,083

 
10,120

Security deposits and prepaid rents
8,584

 
(2,451
)
Net cash provided by operating activities
519,312

 
396,633

Cash flows from investing activities:
 
 
 
Acquisitions of real estate
(34,829
)
 
(1,673
)
Proceeds from sale of properties, net

 
35,769

Excess proceeds from forward contracts
51,308

 

Investment in unconsolidated joint ventures
(5,749
)
 
(11
)
Receipt of value added tax refund

 
4,373

Refundable value added tax paid

 
(6,742
)
Improvements to investments in real estate
(476,070
)
 
(332,406
)
Improvement advances to tenants
(19,929
)
 
(13,366
)
Collection of advances from tenants for improvements
21,805

 
15,014

Net cash used in investing activities
(463,464
)
 
(299,042
)
 See accompanying notes to the condensed consolidated financial statements.











9


DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in thousands)
 
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from financing activities:
 
 
 
Borrowings on global revolving credit facility
$
1,141,370

 
$
836,202

Repayments on global revolving credit facility
(801,837
)
 
(1,706,539
)
Borrowings on unsecured term loan

 
766,201

Repayments on unsecured term loan

 
(150,873
)
Borrowings on unsecured senior notes
140,463

 
675,591

Repayments on unsecured notes
(50,000
)

(25,000
)
Principal payments on mortgage loans
(268
)
 
(54,282
)
Earnout payments related to acquisition


(12,129
)
Payment of loan fees and costs
(777
)
 
(18,965
)
Capital distributions paid to noncontrolling interests in consolidated joint ventures, net
(262
)

(264
)
Gross proceeds from the issuance of common stock
211,101

 

Common and preferred stock offering costs paid, net
786


3,105

Redemption of preferred stock
(182,500
)
 

Proceeds from equity plans
2,606


1,913

Payment of dividends to preferred stockholders
(31,898
)

(44,848
)
Payment of dividends to common stockholders and distributions to
    noncontrolling interests in operating partnership
(448,219
)

(390,019
)
Net cash used in financing activities
(19,435
)
 
(119,907
)
Net increase (decrease) in cash, cash equivalents and restricted cash
36,413

 
(22,316
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(17,135
)
 
(1,208
)
Cash, cash equivalents and restricted cash at beginning of period
22,036

 
75,062

Cash, cash equivalents and restricted cash at end of period
$
41,314

 
$
51,538

 
See accompanying notes to the condensed consolidated financial statements.

10


DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in thousands)
 
 
Six Months Ended June 30,
 
2017
 
2016
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
114,352

 
$
110,274

Cash paid for income taxes
5,364

 
2,253

Supplementary disclosure of noncash investing and financing activities:
 
 
 
Change in net assets related to foreign currency translation adjustments
$
30,255

 
$
(18,950
)
Decrease in accounts payable and other accrued liabilities related to change in
   fair value of interest rate swaps and foreign currency hedges
(6,692
)
 
(16,919
)
Acquisition measurement period adjustment to goodwill and accounts payable and
other accrued liabilities
2,162

 

Noncontrolling interests in operating partnership redeemed for or converted to
   shares of common stock
6,429

 
3,826

Accrual for additions to investments in real estate and tenant improvement advances
   included in accounts payable and accrued expenses
141,590

 
108,456

See accompanying notes to the condensed consolidated financial statements.


11



DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
 
June 30,
2017
 
December 31,
2016
 
(unaudited)
 
 
ASSETS
 
 
 
Investments in real estate:
 
 
 
Properties:
 
 
 
Land
$
795,822

 
$
746,822

Acquired ground leases
10,692

 
11,335

Buildings and improvements
10,838,278

 
10,267,525

Tenant improvements
537,018

 
532,787

Total investments in properties
12,181,810

 
11,558,469

Accumulated depreciation and amortization
(2,929,095
)
 
(2,668,509
)
Net investments in properties
9,252,715

 
8,889,960

Investment in unconsolidated joint ventures
103,881

 
106,402

Net investments in real estate
9,356,596

 
8,996,362

Cash and cash equivalents
22,383

 
10,528

Accounts and other receivables, net of allowance for doubtful accounts of $4,930 and $7,446
   as of June 30, 2017 and December 31, 2016, respectively
229,450

 
203,938

Deferred rent
423,188

 
412,269

Acquired above-market leases, net
19,716

 
22,181

Goodwill
778,862

 
752,970

Acquired in-place lease value, deferred leasing costs and intangibles, net
1,494,083

 
1,522,378

Restricted cash
18,931

 
11,508

Assets held for sale
87,882

 
56,097

Other assets
148,480

 
204,354

Total assets
$
12,579,571

 
$
12,192,585

LIABILITIES AND CAPITAL

 

Global revolving credit facility, net
$
563,063

 
$
199,209

Unsecured term loan, net
1,520,482

 
1,482,361

Unsecured senior notes, net
4,351,148

 
4,153,797

Mortgage loans, including premiums, net
2,927

 
3,240

Accounts payable and other accrued liabilities
850,602

 
824,878

Accrued dividends and distributions

 
144,194

Acquired below-market leases, net
76,099

 
81,899

Security deposits and prepaid rents
181,007

 
168,111

Obligations associated with assets held for sale
2,949

 
2,599

Total liabilities
7,548,277

 
7,060,288

Commitments and contingencies

 

Capital:
 
 
 
Partners’ capital:
 
 
 
General Partner:
 
 
 
Preferred units, 34,600,000 and 41,900,000 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
836,770

 
1,012,961

Common units, 162,183,489 and 159,019,118 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
4,270,754

 
4,218,659

Limited Partners, 2,403,352 and 2,475,663 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
32,579

 
34,698

Accumulated other comprehensive loss
(115,379
)
 
(140,619
)
Total partners’ capital
5,024,724

 
5,125,699

Noncontrolling interests in consolidated joint ventures
6,570

 
6,598

Total capital
5,031,294

 
5,132,297

Total liabilities and capital
$
12,579,571

 
$
12,192,585

See accompanying notes to the condensed consolidated financial statements.


12


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except unit and per unit data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Operating Revenues:
 
 
 
 
 
 
 
Rental
$
412,576

 
$
377,109

 
$
816,702

 
$
748,237

Tenant reimbursements
93,342

 
88,211

 
180,630

 
172,429

Interconnection and other
58,301

 
48,363

 
115,526

 
95,326

Fee income
1,429

 
1,251

 
3,324

 
3,050

Other
341

 

 
376

 
91

Total operating revenues
565,989

 
514,934

 
1,116,558

 
1,019,133

Operating Expenses:
 
 
 
 
 
 
 
Rental property operating and maintenance
174,716

 
159,548

 
344,055

 
313,717

Property taxes
28,161

 
27,449

 
55,080

 
54,780

Insurance
2,576

 
2,241

 
5,168

 
4,653

Depreciation and amortization
178,111

 
175,594

 
354,577

 
344,610

General and administrative
37,509

 
34,189

 
72,156

 
65,445

Transactions and integration
14,235

 
3,615

 
17,558

 
5,515

Other
24

 

 
24

 
(1
)
Total operating expenses
435,332

 
402,636

 
848,618

 
788,719

Operating income
130,657

 
112,298

 
267,940

 
230,414

Other Income (Expenses):
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
8,388

 
4,132

 
13,712

 
8,210

Gain (loss) on sale of properties
380

 

 
(142
)
 
1,097

Interest and other (expense) income
367

 
(3,325
)
 
518

 
(3,949
)
Interest expense
(57,582
)
 
(59,909
)
 
(113,032
)
 
(117,170
)
Tax expense
(2,639
)
 
(2,252
)
 
(4,862
)
 
(4,361
)
Loss from early extinguishment of debt

 

 

 
(964
)
Net income
79,571

 
50,944

 
164,134

 
113,277

Net income attributable to noncontrolling interests in consolidated joint ventures
(113
)
 
(112
)
 
(234
)
 
(233
)
Net income attributable to Digital Realty Trust, L.P.
79,458

 
50,832

 
163,900

 
113,044

Preferred units distributions
(14,505
)
 
(22,424
)
 
(31,898
)
 
(44,848
)
Issuance costs associated with redeemed
preferred units
(6,309
)
 

 
(6,309
)
 

Net income available to common unitholders
$
58,644

 
$
28,408

 
$
125,693

 
$
68,196

Net income per unit available to common
unitholders:
 
 
 
 
 
 
 
Basic
$
0.36

 
$
0.19

 
$
0.77

 
$
0.46

Diluted
$
0.36

 
$
0.19

 
$
0.77

 
$
0.46

Weighted average common units outstanding:
 
 
 
 
 
 
 
Basic
163,077,599

 
149,226,714

 
162,280,678

 
149,137,258

Diluted
164,026,577

 
150,210,714

 
163,271,004

 
149,859,276

See accompanying notes to the condensed consolidated financial statements.


13


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
79,571

 
$
50,944

 
$
164,134

 
$
113,277

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustments
13,677

 
(17,509
)
 
30,255

 
(18,950
)
Decrease in fair value of interest rate swaps and foreign currency hedges
(2,328
)
 
(9,510
)
 
(6,692
)
 
(16,919
)
Reclassification to interest expense from interest rate swaps
647

 
1,198

 
1,677

 
2,256

Comprehensive income
$
91,567


$
25,123


$
189,374


$
79,664

Comprehensive income attributable to noncontrolling interests in consolidated joint ventures
(113
)
 
(112
)
 
(234
)
 
(233
)
Comprehensive income attributable to Digital Realty Trust, L.P.
$
91,454

 
$
25,011

 
$
189,140

 
$
79,431

See accompanying notes to the condensed consolidated financial statements.


14


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL
(unaudited, in thousands, except unit data)
 
General Partner
 
Limited Partners
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests in
Consolidated Joint
Ventures
 
Total Capital
 
Preferred Units
 
Common Units
 
Common Units
 
 
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
 
 
Balance as of December 31, 2016
41,900,000

 
$
1,012,961

 
159,019,118

 
$
4,218,659

 
2,475,663

 
$
34,698

 
$
(140,619
)
 
$
6,598

 
$
5,132,297

Conversion of limited partner common units to general partner common units

 

 
491,642

 
6,429

 
(491,642
)
 
(6,429
)
 

 

 

Issuance of unvested restricted common units

 

 
252,754

 

 

 

 

 

 

Issuance of common units, net of offering costs

 

 
2,375,000

 
211,887

 

 

 

 

 
211,887

Issuance of common units in connection with the exercise of stock options

 

 
17,668

 
687

 

 

 

 

 
687

Issuance of common units, net of forfeitures

 

 

 

 
419,331

 

 

 

 

 Units issued in connection with employee stock purchase plan

 

 
27,307

 
1,919

 

 

 

 

 
1,919

Redemption of series F preferred units
(7,300,000
)
 
(176,191
)
 

 
(6,309
)
 

 

 

 

 
(182,500
)
Amortization of share-based compensation

 

 

 
13,815

 

 

 

 

 
13,815

Reclassification of vested share-based awards

 

 

 
(7,452
)
 

 
7,452

 

 

 

Distributions

 
(31,898
)
 

 
(299,172
)
 

 
(4,853
)
 

 

 
(335,923
)
Distributions to noncontrolling interests in consolidated joint ventures, net of contributions

 

 

 

 

 

 

 
(262
)
 
(262
)
Net income

 
31,898

 

 
130,291

 

 
1,711

 

 
234

 
164,134

Other comprehensive income—foreign currency translation adjustments

 

 

 

 

 

 
30,255

 

 
30,255

Other comprehensive loss—fair value of interest rate swaps and foreign currency hedges

 

 

 

 

 

 
(6,692
)
 

 
(6,692
)
Other comprehensive income—reclassification of accumulated other comprehensive loss to interest expense

 

 

 

 

 

 
1,677

 

 
1,677

Balance as of June 30, 2017
34,600,000

 
$
836,770

 
162,183,489

 
$
4,270,754

 
2,403,352

 
$
32,579

 
$
(115,379
)
 
$
6,570

 
$
5,031,294


See accompanying notes to the condensed consolidated financial statements.

15


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
164,134

 
$
113,277

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

 

Loss (gain) on sale of properties
142

 
(1,097
)
Equity in earnings of unconsolidated joint ventures
(13,712
)
 
(8,210
)
Distributions from unconsolidated joint ventures
21,376

 
8,568

Write-off of net assets due to early lease terminations
24

 
(1
)
Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground leases
264,125

 
254,647

Amortization of acquired in-place lease value and deferred leasing costs
90,452

 
89,963

Amortization of share-based compensation
10,125

 
9,184

Non-cash amortization of terminated swaps
602

 

Allowance for doubtful accounts
(2,555
)
 
28

Amortization of deferred financing costs
4,956

 
4,903

Loss on early extinguishment of debt

 
964

Amortization of debt discount/premium
1,363

 
1,277

Amortization of acquired above-market leases and acquired below-market leases, net
(3,978
)
 
(4,262
)
Changes in assets and liabilities:

 

Accounts and other receivables
(23,711
)
 
(1,118
)
Deferred rent
(6,198
)
 
(13,011
)
Deferred leasing costs
(8,143
)
 
(12,269
)
Other assets
(5,357
)
 
(53,879
)
Accounts payable and other accrued liabilities
17,083

 
10,120

Security deposits and prepaid rents
8,584

 
(2,451
)
Net cash provided by operating activities
519,312

 
396,633

Cash flows from investing activities:
 
 
 
Acquisitions of real estate
(34,829
)
 
(1,673
)
Proceeds from sale of properties, net

 
35,769

Excess proceeds from forward contracts
51,308

 

Investment in unconsolidated joint ventures
(5,749
)
 
(11
)
Receipt of value added tax refund

 
4,373

Refundable value added tax paid

 
(6,742
)
Improvements to investments in real estate
(476,070
)
 
(332,406
)
Improvement advances to tenants
(19,929
)
 
(13,366
)
Collection of advances from tenants for improvements
21,805

 
15,014

Net cash used in investing activities
(463,464
)
 
(299,042
)
 See accompanying notes to the condensed consolidated financial statements.

16


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in thousands)
 
 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from financing activities:
 
 
 
Borrowings on global revolving credit facility
$
1,141,370

 
$
836,202

Repayments on global revolving credit facility
(801,837
)
 
(1,706,539
)
Borrowings on unsecured term loan

 
766,201

Repayments on unsecured term loan

 
(150,873
)
Borrowings on unsecured senior notes
140,463

 
675,591

Repayments on unsecured notes
(50,000
)
 
(25,000
)
Principal payments on mortgage loans
(268
)
 
(54,282
)
Earnout payments related to acquisition

 
(12,129
)
Payment of loan fees and costs
(777
)
 
(18,965
)
Capital distributions paid to noncontrolling interests in consolidated joint ventures, net
(262
)
 
(264
)
General partner contributions, net
31,993

 
5,018

Payment of distributions to preferred unitholders
(31,898
)
 
(44,848
)
Payment of distributions to common unitholders
(448,219
)
 
(390,019
)
Net cash used in financing activities
(19,435
)
 
(119,907
)
Net increase (decrease) in cash, cash equivalents and restricted cash
36,413

 
(22,316
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(17,135
)
 
(1,208
)
Cash, cash equivalents and restricted cash at beginning of period
22,036

 
75,062

Cash, cash equivalents and restricted cash at end of period
$
41,314

 
$
51,538

 
See accompanying notes to the condensed consolidated financial statements.

17


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in thousands)
 
 
Six Months Ended June 30,
 
2017
 
2016
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
114,352

 
$
110,274

Cash paid for income taxes
5,364

 
2,253

Supplementary disclosure of noncash investing and financing activities:
 
 
 
Change in net assets related to foreign currency translation adjustments
$
30,255

 
$
(18,950
)
Decrease in accounts payable and other accrued liabilities related to change in
   fair value of interest rate swaps and foreign currency hedges
(6,692
)
 
(16,919
)
Acquisition measurement period adjustment to goodwill and accounts payable and
other accrued liabilities
2,162

 

Accrual for additions to investments in real estate and tenant improvement advances
   included in accounts payable and accrued expenses
141,590

 
108,456

See accompanying notes to the condensed consolidated financial statements.
 

18

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017 and 2016


1. Organization and Description of Business

Digital Realty Trust, Inc. through its controlling interest in Digital Realty Trust, L.P. (the Operating Partnership) and their subsidiaries (collectively, we, our, us or the Company) is engaged in the business of owning, acquiring, developing and managing data centers. The Company is focused on providing data center, colocation and interconnection solutions for domestic and international customers across a variety of industry verticals ranging from financial services, cloud and information technology services, to manufacturing, energy, healthcare, and consumer products. As of June 30, 2017, our portfolio consisted of 145 operating properties, including five held-for-sale properties and 14 properties held as investments in unconsolidated joint ventures, of which 104 are located throughout the United States, 32 are located in Europe, four are located in Asia, three are located in Australia and two are located in Canada.

We are diversified in major metropolitan areas where data center and technology customers are concentrated, including the Atlanta, Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia, Phoenix, San Francisco, Seattle and Silicon Valley metropolitan areas in the United States, the Amsterdam, Dublin, Frankfurt, London and Paris metropolitan areas in Europe and the Singapore, Sydney, Melbourne, Hong Kong and Osaka metropolitan areas in the Asia Pacific region. The portfolio consists of data centers, Internet gateway data centers and office and other non-data center space.

The Operating Partnership was formed on July 21, 2004 in anticipation of Digital Realty Trust, Inc.’s initial public offering (IPO) on November 3, 2004 and commenced operations on that date. As of June 30, 2017, Digital Realty Trust, Inc. owns a 98.5% common interest and a 100.0% preferred interest in the Operating Partnership. As sole general partner of the Operating Partnership, Digital Realty Trust, Inc. has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. The limited partners of the Operating Partnership do not have rights to replace Digital Realty Trust, Inc. as the general partner nor do they have participating rights, although they do have certain protective rights.

On June 8, 2017, Digital Realty Trust, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Operating Partnership, Penguins REIT Sub, LLC (“REIT Merger Sub”), Penguins OP Sub 2, LLC and Penguins OP Sub, LLC (collectively, the “DLR Parties”), on the one hand, and DuPont Fabros Technology, Inc. (“DFT”) and DuPont Fabros Technologies, L.P. (“DFT OP”), on the other hand, pursuant to which, subject to the satisfaction or waiver of certain conditions, DFT will be merged with and into REIT Merger Sub (the “company merger”) and Penguins OP Sub, LLC will be merged with and into DFT OP (the “partnership merger” and, together with the company merger, the “mergers”). The combined company after the mergers will retain the name Digital Realty Trust, Inc.

Pursuant to the terms and conditions in the Merger Agreement, at the effective time of the mergers:

each share of DFT's common stock will be converted into the right to receive 0.545 shares of Digital Realty Trust, Inc. common stock;
each common unit of partnership interests in the DFT OP will be converted into the right to receive 0.545 common units in the Operating Partnership, or, in the alternative, each unit holder may elect to redeem his or her units and receive 0.545 shares of Digital Realty Trust, Inc. common stock for each unit; and
each share of DFT's 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock will be converted into the right to receive one share of a newly designated class of preferred stock of Digital Realty Trust, Inc., which will have substantially similar rights, privileges, preferences and interests as DFT's 6.625% Series C Preferred Stock.

The consummation of the mergers is subject to certain customary closing conditions, including, among others, approval by the holders of a majority of the outstanding shares of DFT common stock, approval of the issuance of Digital Realty Trust, Inc. common stock by a majority of the votes cast by the holders of Digital Realty Trust, Inc. common stock at a special meeting of Digital Realty Trust, Inc.'s stockholders, the absence of certain legal impediments to the consummation of the mergers, the effectiveness of a registration statement on Form S-4 filed by Digital Realty Trust, Inc. in connection with the mergers, approval for listing on the New York Stock Exchange of the shares of Digital Realty Trust, Inc. common stock to be issued in connection with the mergers, the absence of a material adverse effect on either the Company or DFT and compliance by the parties to the Merger Agreement with their respective obligations under the Merger Agreement. The obligations of the parties to consummate the mergers are not subject to any financing condition or the receipt of any financing by us. There can be no assurance that the proposed transaction will be consummated.


19


Generally, all fees and expenses incurred in connection with the mergers and the other transactions contemplated by the Merger Agreement will be paid by the party incurring those fees and expenses. Additionally, upon termination of the Merger Agreement in certain circumstances, the Merger Agreement provides for the payment of a termination fee to the Company by DFT of $150.0 million. The Merger Agreement also provides for the payment of a termination fee to DFT by the Company of $300.0 million upon termination of the Merger Agreement in certain circumstances.
2. Summary of Significant Accounting Policies
(a) Principles of Consolidation and Basis of Presentation
The accompanying interim condensed consolidated financial statements include all of the accounts of Digital Realty Trust, Inc., the Operating Partnership and their subsidiaries. Intercompany balances and transactions have been eliminated.
The accompanying interim condensed consolidated financial statements are unaudited, but have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and in compliance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature, except as otherwise indicated. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2016.
The notes to the condensed consolidated financial statements of Digital Realty Trust, Inc. and the Operating Partnership have been combined to provide the following benefits:
enhancing investors’ understanding of the Company and the Operating Partnership 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 Company and the Operating Partnership; and
creating time and cost efficiencies through the preparation of one set of notes instead of two separate sets of notes.

There are a few differences between the Company and the Operating Partnership, which are reflected in these condensed consolidated financial statements. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how we operate as an interrelated consolidated company. As a result, Digital Realty Trust, Inc. generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public securities from time to time and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries and affiliates. Digital Realty Trust, Inc. itself has not issued any indebtedness but guarantees the unsecured debt of the Operating Partnership and certain of its subsidiaries and affiliates, as disclosed in these notes.

The Operating Partnership holds substantially all the assets of the Company and holds the ownership interests in the Company’s joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Digital Realty Trust, Inc., which are generally contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generally generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s or its affiliates direct or indirect incurrence of indebtedness or through the issuance of partnership units.
The presentation of noncontrolling interests in operating partnership, stockholders’ equity and partners’ capital are the main areas of difference between the condensed consolidated financial statements of Digital Realty Trust, Inc. and those of the Operating Partnership. The common limited partnership interests held by the limited partners in the Operating Partnership are presented as limited partners’ capital within partners’ capital in the Operating Partnership’s condensed consolidated financial statements and as noncontrolling interests in operating partnership within equity in Digital Realty Trust, Inc.’s condensed consolidated financial statements. The common and preferred partnership interests held by Digital Realty Trust, Inc. in the Operating Partnership are presented as general partner’s capital within partners’ capital in the Operating Partnership’s condensed consolidated financial statements and as preferred stock, common stock, additional paid-in capital and accumulated dividends in excess of earnings within stockholders’ equity in Digital Realty Trust, Inc.’s condensed consolidated financial statements. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity issued at the Digital Realty Trust, Inc. and the Operating Partnership levels.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 2017 and 2016

To help investors understand the significant differences between the Company and the Operating Partnership, these consolidated financial statements present the following separate sections for each of the Company and the Operating Partnership:
condensed consolidated face financial statements; and
the following notes to the condensed consolidated financial statements:
"Debt of the Company" and "Debt of the Operating Partnership";
"Income per Share" and "Income per Unit"; and
"Equity and Accumulated Other Comprehensive Loss, Net" and "Capital and Accumulated Other Comprehensive Loss".
In the sections that combine disclosure of Digital Realty Trust, Inc. and the Operating Partnership, these notes refer to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company generally operates the business through the Operating Partnership.
(b) Cash Equivalents
For the purpose of the condensed consolidated statements of cash flows, we consider short-term investments with original maturities of 90 days or less to be cash equivalents. As of June 30, 2017, cash equivalents consist of investments in money market instruments.
(c) Investment in Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint ventures is accounted for using the equity method, whereby the investment is increased for capital contributed and our share of the joint ventures’ net income and decreased by distributions we receive and our share of any losses of the joint ventures. We do not record losses of the joint ventures in excess of its investment balances unless we are liable for the obligations of the joint venture or are otherwise committed to provide financial support to the joint venture. Likewise, and as long as we have no explicit or implicit obligations to the joint venture, we will suspend equity method accounting to the extent that cash distributions exceed our investment balances until those unrecorded earnings exceeds the excess distributions previously recognized into income. In this case, we will apply cost accounting concepts which ties income recognition to the receipt of cash.  Cost basis accounting concepts will apply until earnings exceeds the excess distribution previously recognized in income.
We amortize the difference between the cost of our investment in the joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was immaterial for the six months ended June 30, 2017 and 2016, respectively.

(d) Capitalization of Costs

Direct and indirect project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, property taxes, insurance, legal fees and costs of personnel working on the project. Indirect costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.

Capitalization of costs begins when the activities necessary to get the development project ready for its intended use begins, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. Determining when a development project commences, and when it is substantially complete and ready for its intended use involves a degree of judgment. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write-off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are evaluated for impairment consistent with our impairment policies for long-lived assets. Capitalized costs are allocated to the specific components of a project that are benefited.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 2017 and 2016

We capitalized interest of approximately $3.8 million and $3.9 million during the three months ended June 30, 2017 and 2016, respectively. We capitalized interest of approximately $8.4 million and $7.7 million during the six months ended June 30, 2017 and 2016, respectively. We capitalized amounts relating to compensation and other overhead expense of employees direct and incremental to construction and successful leasing activities of approximately $18.9 million and $16.4 million during the three months ended June 30, 2017 and 2016, respectively, and approximately $37.6 million and $34.1 million during the six months ended June 30, 2017 and 2016, respectively. Capitalized leasing costs of approximately $26.4 million and $21.3 million are included in improvements to investments in real estate in cash flows from investing activities in the condensed consolidated statements of cash flows for the six months ended June 30, 2017 and 2016, respectively.
(e) Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is not amortized.  Management performs an annual impairment test for goodwill and between annual tests, management will evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management will first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized.  We have not recognized any goodwill impairments since our inception. Since some of the goodwill is denominated in foreign currencies, changes to the goodwill balance occur over time due to changes in foreign exchange rates. During 2017, changes in foreign exchange rates caused an increase to goodwill of $28.1 million.
(f) Share-Based Compensation
The Company measures all share-based compensation awards at fair value on the date they are granted to employees, consultants and directors. The fair value of share-based compensation awards that contain a market condition, including market performance-based Class D units of the Operating Partnership and market performance-based restricted stock units (discussed in Note 13 "Incentive Plan"), is measured using a Monte Carlo simulation method and not adjusted based on actual achievement of the performance goals.
We recognize compensation cost, net of forfeitures, for all of our existing awards, including long-term incentive units, market performance-based awards and restricted stock, over a four-year period.

(g) Income Taxes
Digital Realty Trust, Inc. has elected to be treated as a real estate investment trust (a “REIT”) for federal income tax purposes. As a REIT, Digital Realty Trust, Inc. generally is not required to pay federal corporate income tax to the extent taxable income is currently distributed to its stockholders. If Digital Realty Trust, Inc. fails to qualify as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.
The Company is subject to foreign, state and local income taxes in the jurisdictions in which it conducts business. The Company’s U.S. consolidated taxable REIT subsidiaries are subject to both federal and state income taxes to the extent there is taxable income. Accordingly, the Company recognizes current and deferred income taxes for its taxable REIT subsidiaries, certain states and non-U.S. jurisdictions, as appropriate.
We assess our significant tax positions in accordance with U.S. GAAP for all open tax years and determine whether we have any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more-likely-than-not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). As of June 30, 2017 and December 31, 2016, we have no assets or liabilities for uncertain tax positions. We classify

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 2017 and 2016

interest and penalties from significant uncertain tax positions as interest expense and operating expense, respectively, in our condensed consolidated income statements. For the three and six months ended June 30, 2017 and 2016, we had no such interest or penalties. The tax year 2013 and thereafter remain open to examination by the major taxing jurisdictions with which the Company files tax returns.
See Note 10 "Income Taxes" for further discussion on income taxes.
 
(h) Presentation of Transactional-based Taxes
We account for transactional-based taxes, such as value added tax, or VAT, for our international properties on a net basis.
(i) Fee Income
Occasionally, customers engage the Company for certain services. The nature of these services historically involves property management, construction management, and assistance with financing. The proper revenue recognition of these services can be different, depending on whether the arrangements are service revenue or contractor type revenue.
Service revenues are typically recognized on an equal monthly basis based on the minimum fee to be earned. The monthly amounts could be adjusted depending on if certain performance milestones are met.
Fee income also includes management fees. These fees arise from contractual agreements with entities in which we have a noncontrolling interest. The management fees are recognized as earned under the respective agreements. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.
(j) Assets and Liabilities Measured at Fair Value

Fair value under U.S. GAAP is a market-based measurement, not an entity-specific measurement. Therefore, our fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, we use a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or


liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the lowest level input that is significant would be used to determine the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

(k) Transaction and Integration Expense
Transaction and integration expense includes acquisition-related expenses, other business development expenses and other expenses to integrate newly acquired investments, which are expensed as incurred. Acquisition-related expenses include closing costs, broker commissions and other professional fees, including legal and accounting fees related to acquisitions and significant transactions. Integration costs include transition costs associated with organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of acquired companies (in areas such as cost savings and synergy realization, technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. 


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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 2017 and 2016

(l) Gains on Sale of Properties

Gains on sale of properties are recognized using the full accrual or partial sale methods, as applicable, in accordance with U.S. GAAP, provided various criteria relating to the terms of sale and any subsequent involvement with the real estate sold are satisfied.
(m) Management’s Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made. On an on-going basis, we evaluate our estimates, including those related to the valuation of our real estate properties, contingent consideration, accounts receivable and deferred rent receivable, performance-based equity compensation plans, the completeness of accrued liabilities and Digital Realty Trust, Inc.’s qualification as a REIT. We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could vary under different assumptions or conditions.
(n) Segment and Geographic Information
All of our properties generate similar revenues and expenses related to tenant rent and reimbursements and operating expenses. The delivery of our products and services are consistent across all properties and although services are provided to a wide range of customers, the types of real estate services provided to them are standardized throughout the portfolio. As such, the properties in our portfolio have similar economic characteristics and the nature of the products and services provided to our customers and the method to distribute such services are consistent throughout the portfolio. In addition, the chief operating decision makers evaluate operating performance and make resource allocation decisions for the portfolio as a whole, rather than by property type or revenue stream. Consequently, our properties qualify for aggregation into one reporting segment.
Operating revenues from properties in the United States were $439.1 million and $413.5 million and outside the United States were $126.9 million and $101.4 million for the three months ended June 30, 2017 and 2016, respectively. Operating revenues from properties in the United States were $868.2 million and $819.8 million and outside the United States were $248.3 million and $199.3 million for the six months ended June 30, 2017 and 2016, respectively. We had investments in real estate located in the United States of $6.4 billion and $6.3 billion, and outside the United States of $2.9 billion and $2.6 billion, as of June 30, 2017 and December 31, 2016, respectively.
Operating revenues from properties located in the United Kingdom were $67.5 million and $51.8 million, or 11.9% and 10.1% of total operating revenues, for the three months ended June 30, 2017 and 2016, respectively. No other foreign country comprised more than 10% of total operating revenues for each of these periods. We had investments in real estate located in the United Kingdom of $1.6 billion and $1.5 billion, or 16.9% and 16.6% of total long-lived assets, as of June 30, 2017 and December 31, 2016, respectively. No other foreign country comprised more than 10% of total long-lived assets as of June 30, 2017 and December 31, 2016.

(o) New Accounting Pronouncements
New Accounting Standards Adopted

In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2017-01, "Clarifying the Definition of a Business (Topic 805)." ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The update should be applied prospectively. We adopted ASU 2017-01 as of January 1, 2017 and the adoption did not require any additional disclosures. We believe most of our future acquisitions of operating properties will qualify as asset acquisitions and most future transaction costs associated with these acquisitions will be capitalized.

In November 2016, the FASB issued an ASU that will require companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 2017 and 2016

the statement of cash flows. The ASU will require a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Entities with material restricted cash and restricted cash equivalents balances will be required to disclose the nature of the restrictions. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. We adopted this ASU as of January 1, 2017, and restricted cash balances are included along with cash and cash equivalents as of the end of period and beginning of period in our condensed consolidated statement of cash flows for all periods presented; separate line items showing changes in restricted cash balances have been eliminated from our condensed consolidated statement of cash flows.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which provides for simplification of certain aspects of employee share-based payment accounting, including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this standard must be applied prospectively, retrospectively, or as of the beginning of the earliest comparative period presented in the year of adoption, depending on the type of amendment. We adopted ASU 2016-09 as of January 1, 2017, and it did not have a material impact on our consolidated financial statements.

New Accounting Standards Issued but not yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", and since that date has issued several additional ASUs intended to clarify certain aspects of ASU 2014-09 and to provide for certain practical expedients entities may elect upon adoption. Collectively, these ASUs outline a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. While lease contracts with customers, which constitute the vast majority of our revenues, are a specific scope exception, this update may have implications in certain variable payment terms included in lease agreements. The standard is effective for the Company on January 1, 2018, with early adoption permitted. The standard permits the use of either a retrospective or cumulative effect transition method and permits the use of certain practical expedients. We currently anticipate using the cumulative effect transition method, however, this determination is subject to change. As the standard does not significantly impact lessor accounting, we do not believe adoption will have a material impact on our accounting for rental revenue