Debt of the Operating Partnership

A summary of outstanding indebtedness of the Operating Partnership as of September 30, 2015 and December 31, 2014 is as follows (in thousands):



Indebtedness	Interest Rate at September 30, 2015		Maturity Date		Principal Outstanding September 30, 2015				Principal Outstanding December 31, 2014
Global revolving credit facility	Various	(1)	Nov 3, 2017		$	688,957		(2)	$	525,951		(2)
Unsecured term loan	Various	(3)(6)	Apr 16, 2017		938,276			(4)	976,600			(4)
Unsecured senior notes:
Prudential Shelf Facility:
Series C	9.680%		Jan 6, 2016		25,000				25,000
Series D	4.570%		Jan 20, 2015		—			(7)	50,000
Series E	5.730%		Jan 20, 2017		50,000				50,000
Series F	4.500%		Feb 3, 2015		—			(7)	17,000
Total Prudential Shelf Facility					75,000				142,000
Senior Notes:
4.50% notes due 2015	4.500%		Jul 15, 2015	(8)	—				375,000
5.875% notes due 2020	5.875%		Feb 1, 2020		500,000				500,000
5.25% notes due 2021	5.250%		Mar 15, 2021		400,000				400,000
3.95% notes due 2022	3.950%		Jul 1, 2022	(9)	500,000				—
3.625% notes due 2022	3.625%		Oct 1, 2022		300,000				300,000
4.75% notes due 2023	4.750%		Oct 13, 2023		453,840			(10)	467,310			(10)
4.25% notes due 2025	4.250%		Jan 17, 2025		605,120			(10)	623,080			(10)
Unamortized discounts					(17,601		)		(15,632		)
Total senior notes, net of discount					2,741,359				2,649,758
Total unsecured senior notes, net of discount					2,816,359				2,791,758



Indebtedness	Interest Rate at September 30, 2015	Maturity Date	Principal Outstanding September 30, 2015			Principal Outstanding December 31, 2014
Mortgage loans:
200 Paul Avenue 1-4 ⁽⁵⁾	5.74%	Oct 8, 2015	—		(11)	68,665
2045 & 2055 Lafayette Street ⁽⁵⁾	5.93%	Feb 6, 2017	61,728			62,563
34551 Ardenwood Boulevard 1-4 ⁽⁵⁾	5.95%	Nov 11, 2016	50,700			51,339
1100 Space Park Drive ⁽⁵⁾	5.89%	Dec 11, 2016	50,648			51,295
600 West Seventh Street	5.80%	Mar 15, 2016	46,466			47,825
150 South First Street ⁽⁵⁾	6.30%	Feb 6, 2017	48,699			49,316
2334 Lundy Place ⁽⁵⁾	5.96%	Nov 11, 2016	36,875			37,340
8025 North Interstate 35	4.09%	Mar 6, 2016	5,857			6,057
731 East Trade Street	8.22%	Jul 1, 2020	3,539			3,836
Unamortized net premiums			475			582
Total mortgage loans, including premiums			304,987			378,818
Total indebtedness			$	4,748,579		$	4,673,127

_________________________________

(1)

The interest rate for borrowings under the global revolving credit facility equals the applicable index plus a margin of 110 basis points, which is based on the current credit ratings of our long-term debt. An annual facility fee of 20 basis points, which is based on the credit ratings of our long-term debt, is due and payable quarterly on the total commitment amount of the facility. Two six-month extensions are available, which we may exercise if certain conditions are met.


(2)	Balances as of September 30, 2015 and December 31, 2014 are as follows (balances, in thousands):



Denomination of Draw	Balance as of September 30, 2015			Weighted-average interest rate		Balance as of December 31, 2014			Weighted-average interest rate
Floating Rate Borrowing (a)
U.S. dollar ($)	$	50,000		1.29	%	$	90,000		1.27	%
British pound sterling (£)	110,434		(c)	1.62	%	132,716		(d)	1.61	%
Euro (€)	214,822		(c)	1.00	%	58,071		(d)	1.13	%
Australian dollar (AUD)	88,497		(c)	3.15	%	72,676		(d)	3.74	%
Hong Kong dollar (HKD)	88,476		(c)	1.36	%	79,336		(d)	1.34	%
Japanese yen (JPY)	14,265		(c)	1.13	%	13,201		(d)	1.17	%
Singapore dollar (SGD)	46,475		(c)	2.42	%	6,565		(d)	1.64	%
Canadian dollar (CAD)	70,988		(c)	1.86	%	62,386		(d)	2.39	%
Total	$	683,957		1.63	%	$	514,951		1.84	%
Base Rate Borrowing (b)
U.S. dollar ($)	$	5,000		3.35	%	$	11,000		3.35	%
Total borrowings	$	688,957		1.65	%	$	525,951		1.87	%


(a)	The interest rates for floating rate borrowings under the global revolving credit facility equal the applicable index plus a margin of 110 basis points, which is based on the credit ratings of our long-term debt.


(b)	The interest rates for base rate borrowings under the global revolving credit facility equal the U.S. Prime Rate plus a margin of 10 basis points, which is based on the credit ratings of our long-term debt.


(c)	Based on exchange rates of $1.51 to £1.00, $1.12 to €1.00, $0.70 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY, $0.70 to 1.00 SGD and $0.75 to 1.00 CAD, respectively, as of September 30, 2015.


(d)	Based on exchange rates of $1.56 to £1.00, $1.21 to €1.00, $0.82 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY, $0.75 to 1.00 SGD and $0.86 to 1.00 CAD, respectively, as of December 31, 2014.


(3)	Interest rates are based on our current senior unsecured debt ratings and are 120 basis points over the applicable index for floating rate advances. Two six-month extensions are available, which we may exercise if certain conditions are met.


(4)	Balances as of September 30, 2015 and December 31, 2014 are as follows (balances, in thousands):



Denomination of Draw	Balance as of September 30, 2015			Weighted-average interest rate			Balance as of December 31, 2014			Weighted-average interest rate
U.S. dollar ($)	$	410,905		1.40	%	(b)	$	410,905		1.36	%	(d)
Singapore dollar (SGD)	160,659		(a)	2.08	%	(b)	172,426		(c)	1.45	%	(d)
British pound sterling (£)	182,935		(a)	1.78	%		188,365		(c)	1.76	%
Euro (€)	111,211		(a)	1.20	%		120,375		(c)	1.22	%
Australian dollar (AUD)	72,566		(a)	3.34	%		84,529		(c)	3.98	%
Total	$	938,276		1.72	%	(b)	$	976,600		1.66	%	(d)


(a)	Based on exchange rates of $0.70 to 1.00 SGD, $1.51 to £1.00, $1.12 to €1.00 and $0.70 to 1.00 AUD, respectively, as of September 30, 2015.


(b)	As of September 30, 2015, the weighted-average interest rate reflecting interest rate swaps was 1.88% (U.S. dollar), 2.16% (Singapore dollar) and 1.94% (Total). See Note 14 "Derivative Instruments" for further discussion on interest rate swaps.


(c)	Based on exchange rates of $0.75 to 1.00 SGD, $1.56 to £1.00, $1.21 to €1.00 and $0.82 to 1.00 AUD, respectively, as of December 31, 2014.


(d)	As of December 31, 2014, the weighted-average interest rate reflecting interest rate swaps was 1.92% (U.S. dollar), 2.01% (Singapore dollar) and 2.00% (Total). See Note 14 "Derivative Instruments" for further discussion on interest rate swaps.


(5)	The respective borrower’s assets and credit are not available to satisfy the debts and other obligations of affiliates or any other person.


(6)	We have entered into interest rate swap agreements as a cash flow hedge for interest generated by the U.S. dollar and Singapore dollar tranches of the unsecured term loan. See Note 14 "Derivative Instruments" for further information.


(7)	These unsecured senior notes were repaid in full at maturity.


(8)	On May 26, 2015, the Operating Partnership redeemed the entire outstanding principal amount of its 4.500% Notes due 2015 (2015 Notes), at a redemption price of 100% of the principal amount of the 2015 Notes plus accrued and unpaid interest thereon up to, but excluding, the redemption date.


(9)	On June 23, 2015, the Operating Partnership issued $500.0 million in aggregate principal amount of notes, maturing on July 1, 2022 with an interest rate of 3.950% per annum. The purchase price paid by the initial purchasers was 99.236% of the principal amount.


(10)	Based on exchange rate of $1.51 to £1.00 as of September 30, 2015 and $1.56 to £1.00 as of December 31, 2014.


(11)	This loan was repaid in full in September 2015.

Global Revolving Credit Facility

On August 15, 2013, the Operating Partnership refinanced its global revolving credit facility, increasing its total borrowing capacity to $2.0 billion from $1.8 billion. The global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility to $2.55 billion, subject to the receipt of lender commitments and other conditions precedent. The refinanced facility matures on November 3, 2017, with two six-month extension options available. The interest rate for borrowings under the expanded facility equals the applicable index plus a margin which is based on the credit ratings of our long-term debt and is currently 110 basis points. An annual facility fee on the total commitment amount of the facility, based on the credit ratings of our long-term debt, currently 20 basis points, is payable quarterly. Funds may be drawn in U.S., Canadian, Singapore, Australian and Hong Kong dollars, as well as Euro, British pound sterling, Swiss franc, Japanese yen and Mexican peso denominations. As of September 30, 2015, interest rates are based on 1-month LIBOR, 1-month GBP LIBOR, 1-month EURIBOR, 1-month BBR, 1-month HIBOR, 1-month JPY LIBOR, 1-month SOR and 1-month CDOR plus a margin of 1.10%. The facility also bore a base borrowing rate of 3.35% (USD) which is based on U.S. Prime Rate plus a margin of 0.10%. We have used and intend to use available borrowings under the global revolving credit facility to acquire additional properties, to fund development opportunities and for general working capital and other corporate purposes, including potentially for the repurchase, redemption or retirement of outstanding debt or equity securities. As of September 30, 2015, we have capitalized approximately $18.0 million of financing costs related to the global revolving credit facility. As of September 30, 2015, approximately $689.0 million was drawn under the global revolving credit facility and $5.5 million of letters of credit were issued.

The global revolving credit facility contains various restrictive covenants, including limitations on our ability to incur additional indebtedness, make certain investments or merge with another company, and requirements to maintain financial coverage ratios, including with respect to unencumbered assets. In addition, the global revolving credit facility restricts Digital Realty Trust, Inc. from making distributions to its stockholders, or redeeming or otherwise repurchasing shares of its capital stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including as necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to minimize the payment of income or excise tax. As of September 30, 2015, we were in compliance with all of such covenants.

Unsecured Term Loan

On August 15, 2013, we refinanced the senior unsecured multi-currency term loan facility, increasing its total borrowing capacity to $1.0 billion from $750.0 million. Pursuant to the accordion feature, total commitments can be increased to $1.1 billion, subject to the receipt of lender commitments and other conditions precedent. The facility matures on April 16, 2017, with two six-month extension options available. Interest rates are based on our senior unsecured debt ratings and are currently 120 basis points over the applicable index for floating rate advances. Funds may be drawn in U.S., Singapore and Australian dollars, as well as Euro and British pound sterling denominations with the option to add Hong Kong dollars and Japanese yen upon an accordion exercise. Based on exchange rates in effect at September 30, 2015, the balance outstanding is approximately $938.3 million. We have used borrowings under the term loan for acquisitions, repayment of indebtedness, development, working capital and general corporate purposes. The covenants under this loan are consistent with our global revolving credit facility and, as of September 30, 2015, we were in compliance with all of such covenants. As of September 30, 2015, we have capitalized approximately $8.4 million of financing costs related to the unsecured term loan.

3.950% Notes due 2022

On June 23, 2015, the Operating Partnership issued $500.0 million in aggregate principal amount of notes, maturing on July 1, 2022 with an interest rate of 3.950% per annum (the 3.950% 2022 Notes). The public offering price was 99.236% of the principal amount. The 3.950% 2022 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 3.950% 2022 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2016. The net proceeds from the offering after deducting the original issue discount of approximately $3.8 million and underwriting commissions and expenses of approximately $4.4 million was approximately $491.8 million. The Operating Partnership will use the net proceeds from the offering of the 3.950% 2022 Notes to fund certain eligible green projects, including the development and redevelopment of such projects. Pending such uses, the Operating Partnership temporarily repaid borrowings under its global revolving credit facility. The 3.950% 2022 Notes have been reflected net of discount in the condensed consolidated balance sheet. The indenture governing the 3.950% 2022 Notes contains 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, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At September 30, 2015, we were in compliance with each of these financial covenants.

3.400% Notes due 2020 and 4.750% Notes due 2025

On October 1, 2015, Digital Delta Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Digital Realty Trust, Inc., issued $500.0 million aggregate principal amount of its 3.400% Notes due 2020 (the “3.400% 2020 Notes”) and $450.0 million aggregate principal amount of its 4.750% Notes due 2025 (the “4.750% 2025 Notes” and together with the 3.400% 2020 Notes, the “Delta Holdings Notes”), fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. The terms of the Delta Holdings Notes are governed by an indenture, dated as of October 1, 2015, by and among Digital Delta Holdings, LLC, as issuer, Digital Realty Trust, Inc. and Digital Realty Trust, L.P., as guarantors, and Wells Fargo Bank, National Association, as trustee. The indenture contains various restrictive covenants, including limitations on the ability of Digital Realty Trust, L.P. and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.

Digital Delta Holdings, LLC used the net proceeds from the offering to fund a portion of the aggregate purchase price for the acquisition of Telx Holdings, Inc. (the “Telx Acquisition”).

The purchase price paid by the initial purchasers for the 3.400% 2020 Notes and 4.750% 2025 Notes was 99.777% and 100.000% of the principal amount thereof, respectively. The 3.400% 2020 Notes and 4.750% 2025 Notes bear interest at 3.400% and 4.750% per annum, respectively. Interest is payable on April 1 and October 1 of each year, beginning April 1, 2016, until the respective maturity dates of October 1, 2020 and October 1, 2025.

Pursuant to the terms of the indenture, within five business days following the consummation of the Telx Acquisition, Digital Delta Holdings, LLC was required to merge with and into Digital Realty Trust, L.P., with Digital Realty Trust, L.P. surviving the merger (the “Operating Partnership Merger”) and to assume Digital Delta Holdings, LLC’s obligations under the Delta Holdings Notes and the related indenture and registration rights agreement by operation of law. The Operating Partnership Merger was consummated on October 13, 2015.

Subsequent to the Operating Partnership Merger, the Notes are the Operating Partnership’s senior unsecured obligations and rank equally in right of payment with all of the Operating Partnership’s other unsecured and unsubordinated indebtedness from time to time outstanding. However, the Delta Holdings Notes are effectively subordinated in right of payment to all of the operating partnership’s existing and future secured indebtedness (to the extent of the collateral securing the same) and to all existing and future liabilities and preferred equity of the Operating Partnership’s subsidiaries. Prior to the completion of the Operating Partnership Merger, Digital Realty Trust, Inc. and the Operating Partnership guaranteed the obligations of the Delta Holdings Notes. Following the completion of the Operating Partnership Merger, the Delta Holdings Notes became the senior unsecured obligations of the Operating Partnership and remained guaranteed by Digital Realty Trust, Inc.

The Delta Holdings Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of:



	•		an amount equal to 100% of the principal amount of the Delta Holdings Notes to be redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and



	•		a make-whole premium calculated in accordance with the indenture.

Notwithstanding the foregoing, if any of the 3.400% 2020 Notes are redeemed on or after September 1, 2020 or if any of the 4.750% 2025 Notes are redeemed on or after July 1, 2025, the redemption price will not include a make-whole premium.

Due to Parent Company

On August 24, 2015, Digital Realty Trust, Inc. completed an underwritten public offering of 10,000,000 shares of 6.350% Series I Cumulative Redeemable Preferred Stock (the "Series I Preferred Stock"), for net proceeds of approximately $242.7 million after deducting the underwriting discount. Digital Realty Trust, Inc. used the net proceeds from the offering to fund a portion of the aggregate purchase price for the Telx Acquisition. Pending the closing of the Telx Acquisition, Digital Realty Trust, Inc. loaned the net proceeds from the Series I Preferred Stock offering of approximately $242.7 million to the Operating Partnership. The intercompany note was scheduled to mature on January 11, 2016 with an interest rate of 4.50% per annum. As of September 30, 2015, the full amount of the intercompany note was outstanding and approximately $1.2 million of accrued interest was recorded during the three months ended September 30, 2015. On October 8, 2015, the Operating Partnership repaid the intercompany note in full, with accrued interest, in the amount of $244.1 million. On October 13, 2015, in connection with the consummation of the Operating Partnership Merger, the Operating Partnership issued to Digital Realty Trust, Inc. 10,000,000 series I cumulative redeemable preferred units with substantially identical terms as the Series I Preferred Stock.

The table below summarizes our debt maturities and principal payments as of September 30, 2015 (in thousands):



	Global Revolving Credit Facility⁽¹⁾		Unsecured Term Loan ⁽¹⁾		Prudential Shelf Facility		Senior Notes			Mortgage Loans		Total Debt
Remainder of 2015	$	—	$	—	$	—	$	—		$	1,768	$	1,768
2016	—		—		25,000		—			191,979		216,979
2017	688,957		938,276		50,000		—			108,395		1,785,628
2018	—		—		—		—			593		593
2019	—		—		—		—			644		644
Thereafter	—		—		—		2,758,960			1,133		2,760,093
Subtotal	$	688,957	$	938,276	$	75,000	$	2,758,960		$	304,512	$	4,765,705
Unamortized discount	—		—		—		(17,601		)	—		(17,601		)
Unamortized premium	—		—		—		—			475		475
Total	$	688,957	$	938,276	$	75,000	$	2,741,359		$	304,987	$	4,748,579


(1)	Subject to two six-month extension options exercisable by us. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the global revolving credit facility and the unsecured term loan, as applicable.