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☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Maryland						46-0691837
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, $.01 par value			CONE			The NASDAQ Global Select Market
1.450% Senior Notes due 2027			CONE27			The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes ý   No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

Yes ¨   No ý

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.    

Yes ý   No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    

Yes ý   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.

Large Accelerated Filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐   No ý

The aggregate market value of the Common Stock owned by non-affiliates on June 30, 2021, was $8.9 billion, computed by reference to the closing sale price of the Common Stock on the NASDAQ Global Select Market on such date.

There were 129,563,290 shares of Common Stock outstanding as of February 11, 2022.

PART I
ITEM 1.			BUSINESS			7
ITEM 1A.			RISK FACTORS			21
ITEM 1B.			UNRESOLVED STAFF COMMENTS			50
ITEM 2.			PROPERTIES			50
ITEM 3.			LEGAL PROCEEDINGS			50
ITEM 4.			MINE SAFETY DISCLOSURES			50
PART II
ITEM 5.			MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			51
ITEM 6.			[RESERVED]			53
ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			54
ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			76
ITEM 8.			CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			79
ITEM 9.			CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			120
ITEM 9A.			CONTROLS AND PROCEDURES			120
ITEM 9B.			OTHER INFORMATION			120
ITEM 9C.			DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			120
PART III
ITEM 10.			DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			121
ITEM 11.			EXECUTIVE COMPENSATION			121
ITEM 12.			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			121
ITEM 13.			CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE			121
ITEM 14.			PRINCIPAL ACCOUNTING FEES AND SERVICES			121
PART IV
ITEM 15.			EXHIBITS, FINANCIAL STATEMENT SCHEDULES			121
ITEM 16.			FORM 10-K SUMMARY			121
SIGNATURES						132

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•risks related to our proposed merger with Parent (as defined below), including but not limited to that the merger may not be completed in a timely manner or at all and the failure to realize the anticipated benefits of the proposed merger;

•risks related to the asset purchase agreement for the disposition of substantially all of the assets exclusively related to our for facilities in the Houston area, including but not limited to that the asset purchase may not be completed in a timely manner or at all and the failure to realize the anticipated benefits of the asset purchase;

•the merger or asset purchase diverting management’s attention from the Company’s ongoing business operations;

•the potential widespread and highly uncertain impact of public health outbreaks, epidemics and pandemics, such as the COVID-19 pandemic;

•risks related to the development of our properties including, without limitation, obtaining applicable permits, power and connectivity, and our ability to successfully lease those properties;

•weakening in the fundamentals for data center real estate, including but not limited to increased competition, falling market rents, decreases in or slowed growth of global data, e-commerce and demand for outsourcing of data storage and cloud-based applications;

•inability to identify and complete acquisitions and operate acquired properties;

•failure to maintain our status as a REIT or to comply with the highly technical and complex REIT provisions of the Code;

•increases in market interest rates will increase our borrowing costs and may drive potential investors to seek higher dividend yields and reduce demand for our common stock;

•our international activities, including those conducted as a result of land acquisitions and with respect to leased land and buildings, are subject to special risks different from those faced by us in the United States;

•expanded and widened price increases in certain selective materials for data center development capital expenditures due to international trade negotiations;

•increased operating costs and capital expenditures at our facilities, including those resulting from higher utilization by our customers, general market conditions and inflation, exceeding revenue growth; and

High Quality Customer Base. The high quality of our assets, combined with our reputation for serving the needs of large enterprises and cloud companies, has enabled us to focus on the Fortune 1000, or other companies of equivalent size, to build a quality customer base. We currently have approximately 1,000 customers from a broad spectrum of industries. Our revenue is generated by an enterprise customer base, as evidenced by the fact that as of December 31, 2021, 80% of our annualized rent comes from 190 of the Fortune 1000 companies as well as ten of the Fortune 20 or private or foreign enterprises of equivalent size. We serve a diversity of industries, including information technology, financial services, energy, oil and gas, mining, medical, research and consulting services, and consumer goods and services.

Strategically Located Portfolio. Our portfolio is located in several domestic and international markets possessing attractive characteristics for enterprise-focused data center operations. We have domestic properties in seven of the largest metropolitan areas in the U.S. (Northern Virginia, New York, Chicago, Houston, Phoenix, San Antonio and Dallas) and five of the largest metropolitan areas for Fortune 500 headquarters (New York, Houston, Dallas, Chicago and Santa Clara). We also have ten properties in international markets including four in London, United Kingdom, three in Frankfurt, Germany, one in Amsterdam, The Netherlands, one in Dublin, the Republic of Ireland and one in Paris, France. We have data centers under construction in Santa Clara, California, Dublin, the Republic of Ireland, Frankfurt, Germany, London, United Kingdom and Paris, France. We believe cities with large populations or a large number of corporate headquarters are likely to produce incremental demand for

Modern, High Quality, Flexible Facilities. Our portfolio includes highly efficient, reliable facilities with flexibility to customize customer solutions and accessibility to hundreds of connectivity providers. To optimize the delivery of power, our properties include modern engineering technologies designed to minimize unnecessary power usage and, in our newest facilities, we are able to provide power utilization efficiency ratios that we believe to be among the best in the multi-tenant data center industry. Fortune 1000 CIOs are frequently dividing their application stacks into various groups as some applications require 100% availability, while others may require significant power to support complex computing, or robust connectivity. Our facility design enables us to deliver different power densities and resiliencies to the same customer footprint, allowing customers to tailor solutions to meet their application needs. In addition, the National IX Platform and other connectivity solutions, discussed below, provide access to hundreds of telecommunication and Internet carriers.

Massively Modular® Construction Methods. Our Massively Modular® data center design principles allow us to efficiently stage construction on a large scale and deliver critical power and colocation square feet (CSF) in a timeframe that we believe is one of the best in the industry. We acquire or build a large powered shell capable of scaling with our customers’ power and colocation space needs. Once the building shell is ready, we can build individual data center halls in portions of the building space to meet the needs of customers on a modular basis. This modular data center hall construction typically can be completed in 12 to 16 weeks to meet our customers’ immediate needs. This short construction timeframe ensures a very high utilization of the assets and minimizes the time between our capital investment and the recognition of customer revenue, favorably impacting our return on investment while also translating into lower costs for our customers. Our design principles also allow us to add incremental equipment to increase power densities as our customers’ power needs increase, which provides our customers with a significant amount of flexibility to manage their IT demands. We believe this Massively Modular® approach allows us to respond to rapidly evolving customer needs and to commit capital toward the highest return projects.

Expanding into New Markets. Our expansion strategy focuses on acquiring and developing new data centers, both domestically and internationally, in markets where our customers are located and in markets with a strong presence of and high demand by Fortune 1000 customers and providers of cloud services. We conduct extensive analysis to ensure an identified market displays strong data center fundamentals, independent of the demand presented by any particular customer. In addition, we consider markets where our existing customers want us to be located. We regularly communicate with our customers to understand their business strategies and potential data center needs. We believe that this approach, combined with our Massively Modular® construction design, reduces the risk associated with expansion into new markets because it provides strong visibility into our leasing opportunities and helps to ensure targeted returns on new developments. When considering a new market, we take a disciplined approach in evaluating potential business, property and site acquisitions, including a site’s geographic attributes, availability of telecommunications and connectivity providers, access to power, and expected costs for development.

1.Sustainable Future: We build data centers that are compatible with a sustainable future. We cannot just build a data center to meet today’s challenges; we need to build it with the future in mind.

2.Energy and Water Conservation: We are committed to conserving both energy and water through the effective design, maintenance, and operation of our facilities. We cannot just trade water for energy and ignore its impact.

3.Strategic Partners: We collaborate strategically with our customers to move their sustainability goals forward. Our customers have some of the most ambitious sustainability goals of any industry, so the best thing we can do for the environment is to help them succeed.

									Gross Square Feet (GSF)(a)																					Powered Shell  Available for Future  Development (GSF)(k) (000)			Available Critical Load Capacity  (MW)(l)
Stabilized Properties(b)			Metro Area			Annualized Rent(c) ($000)			Colocation Space (CSF)(d) (000)			CSF Occupied(e)			CSF Leased(f)			Office & Other(g) (000)			Office & Other Occupied(h)			Supporting Infrastructure(i) (000)			Total(j) (000)
Dallas - Carrollton			Dallas			$	97,792		428			77		%	77		%	83			47		%	133			644			—			60
Northern Virginia - Sterling V			Northern Virginia			73,518			383			99		%	99		%	11			100		%	145			539			231			69
Northern Virginia - Sterling VI			Northern Virginia			66,641			272			100		%	100		%	35			—		%	—			307			—			57
Frankfurt II			Frankfurt			52,169			90			100		%	100		%	9			100		%	72			171			10			35
Frankfurt III			Frankfurt			48,541			124			100		%	100		%	19			100		%	115			258			—			44
Somerset I			New York Metro			43,880			169			91		%	91		%	27			100		%	149			344			28			25
Northern Virginia - Sterling II			Northern Virginia			43,520			159			100		%	100		%	9			100		%	55			223			—			30
San Antonio III			San Antonio			34,707			132			100		%	100		%	9			100		%	43			184			—			24
London II*			London			30,796			81			100		%	100		%	10			100		%	94			184			—			28
Phoenix - Chandler VI			Phoenix			30,170			148			100		%	100		%	7			100		%	32			187			59			24
Chicago - Aurora I			Chicago			29,515			113			98		%	98		%	34			100		%	223			371			27			52
Frankfurt I			Frankfurt			27,937			53			97		%	97		%	8			91		%	57			118			—			18
Dallas - Lewisville*			Dallas			27,127			114			74		%	79		%	11			57		%	54			180			—			21
Cincinnati - North Cincinnati			Cincinnati			26,980			68			100		%	100		%	45			80		%	53			166			59			14
Phoenix - Chandler V			Phoenix			26,018			143			95		%	99		%	2			97		%	25			170			13			27
Cincinnati - 7th Street***			Cincinnati			24,546			197			47		%	47		%	6			68		%	175			378			46			17
Totowa - Madison**			New York Metro			23,612			51			74		%	74		%	22			89		%	59			133			—			12
Phoenix - Chandler I			Phoenix			22,312			74			99		%	99		%	35			11		%	39			147			31			12
Austin III			Austin			21,809			62			59		%	59		%	15			96		%	21			98			67			11
Raleigh-Durham I			Raleigh-Durham			21,223			94			100		%	100		%	16			100		%	82			192			235			14
Phoenix - Chandler II			Phoenix			21,078			74			100		%	100		%	6			53		%	26			105			—			12
Houston - Houston West II			Houston			20,743			80			67		%	67		%	4			97		%	55			139			11			12
London I*			London			20,117			46			100		%	100		%	12			56		%	58			115			—			17
Northern Virginia - Sterling III			Northern Virginia			19,913			79			100		%	100		%	7			100		%	34			120			—			15
San Antonio I			San Antonio			19,665			44			98		%	98		%	6			83		%	46			96			11			12
Phoenix - Chandler III			Phoenix			19,400			68			100		%	100		%	2			—		%	30			101			—			18
Northern Virginia - Sterling IV			Northern Virginia			18,713			81			100		%	100		%	7			100		%	34			122			—			15
Houston - Houston West I			Houston			18,478			112			48		%	48		%	11			100		%	37			161			3			32
Northern Virginia - Sterling I			Northern Virginia			17,694			78			89		%	89		%	6			63		%	49			132			—			12
San Antonio II			San Antonio			17,339			64			100		%	100		%	11			100		%	41			117			—			12
San Antonio V			San Antonio			17,097			134			90		%	90		%	14			100		%	38			187			1			21
Wappingers Falls I**			New York Metro			16,833			37			62		%	62		%	20			86		%	15			72			—			7
London III*			London			16,255			39			100		%	100		%	4			100		%	49			91			—			12
Austin II			Austin			14,815			44			81		%	81		%	2			81		%	22			68			—			6
Northern Virginia - Sterling IX			Northern Virginia			13,313			91			100		%	100		%	8			100		%	2			101			—			12
San Antonio IV			San Antonio			13,059			60			100		%	100		%	12			100		%	27			99			—			12
Phoenix - Chandler IV			Phoenix			12,978			73			100		%	100		%	3			100		%	27			103			—			12
Florence			Cincinnati			11,445			53			99		%	99		%	47			87		%	40			140			—			9
Dublin			Dublin			9,703			76			100		%	100		%	10			100		%	33			119			76			12
Chicago - Aurora II (DH #1)			Chicago			9,655			77			60		%	60		%	45			2		%	14			136			27			16
Houston - Galleria			Houston			9,250			63			37		%	37		%	23			21		%	25			112			—			11
Cincinnati - Hamilton*			Cincinnati			9,196			47			65		%	65		%	1			100		%	35			83			—			9
Houston - Houston West III			Houston			8,851			53			50		%	50		%	10			13		%	32			95			2			6
Norwalk I**			New York Metro			7,337			17			100		%	100		%	10			100		%	41			68			83			6
London - Great Bridgewater**			London			6,357			10			91		%	91		%	—			—		%	1			11			—			1

CyrusOne Inc.
Data Center Portfolio
As of December 31, 2021
(Unaudited)
									Gross Square Feet (GSF)(a)																					Powered Shell  Available for Future  Development (GSF)(k) (000)			Available Critical Load Capacity  (MW)(l)
Stabilized Properties(b)			Metro Area			Annualized Rent(c)  ($000)			Colocation Space (CSF)(d) (000)			CSF Occupied(e)			CSF Leased(f)			Office & Other(g) (000)			Office & Other Occupied(h)			Supporting Infrastructure(i) (000)			Total(j) (000)
Paris I			Paris			$	5,706		26			100		%	100		%	4			100		%	15			45			201			6
Dallas - Allen (DH #1)			Dallas			5,365			79			24		%	24		%	—			—		%	58			137			204			6
Stamford - Riverbend**			New York Metro			4,961			20			22		%	22		%	—			—		%	8			28			—			5
Cincinnati - Mason			Cincinnati			4,701			34			100		%	100		%	26			98		%	17			78			—			4
Amsterdam I			Amsterdam			4,253			39			100		%	100		%	15			100		%	40			94			207			4
Phoenix - Chandler VII			Phoenix			3,703			62			71		%	71		%	10			21		%	38			110			—			15
Chicago - Lombard			Chicago			2,381			14			50		%	50		%	4			79		%	12			30			29			2
Totowa - Commerce**			New York Metro			811			—			—		%	—		%	20			45		%	6			26			—			—
Cincinnati - Blue Ash*			Cincinnati			435			6			36		%	36		%	7			100		%	2			15			—			1
Stabilized Properties - Total						$	1,174,411		4,833			86		%	86		%	780			69		%	2,632			8,246			1,661			941
Pre-Stabilized Properties(b)
Northern Virginia - Sterling VIII			Northern Virginia			13,453			61			59		%	59		%	4			—		%	25			90			—			12
Northern Virginia - Sterling IX			Northern Virginia			6,380			104			43		%	44		%	1			—		%	68			173			32			21
Council Bluffs I			Iowa			2,085			42			12		%	15		%	14			—		%	18			73			42			5
Somerset (DH #12 and #13)			New York Metro			—			54			—		%	—		%	9			—		%	—			63			—			5
All Properties - Total						$	1,196,329		5,094			83		%	83		%	809			67		%	2,743			8,646			1,736			984

*    Indicates properties in which we hold a leasehold interest in the building shell and land. All data center infrastructure has been constructed by us and is owned by us.

**    Indicates properties in which we hold a leasehold interest in the building shell, land, and all data center infrastructure.

*** The information provided for the Cincinnati - 7th Street property includes data for two facilities, one of which we lease and one of which we own.    

(a)Represents the total square feet of a building under lease or available for lease based on engineers' drawings and estimates but does not include space held for development or space used by CyrusOne.

(b)Stabilized properties include data halls that have been in service for at least 24 months or are at least 85% leased. Pre-stabilized properties include data halls that have been in service for less than 24 months and are less than 85% leased.

(c)Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of December 31, 2021 multiplied by 12. For the month of December 2021, customer reimbursements were $268.8 million annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From January 1, 2019 through December 31, 2021, customer reimbursements under leases with separately metered power constituted between 14.9% and 22.5% of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of December 31, 2021 was $1,195.9 million. Our annualized effective rent was lower than our annualized rent as of December 31, 2021 because our negative straight-line and other adjustments and amortization of deferred revenue exceeded our positive straight-line adjustments due to factors such as the timing of contractual rent escalations and customer payments for services.

(d)CSF represents the GSF at an operating facility that is currently leased or readily available for lease as colocation space, where customers locate their servers and other IT equipment.

(e)Percent occupied is determined based on CSF billed to customers under signed leases as of December 31, 2021 divided by total CSF. Leases signed but that have not commenced billing as of December 31, 2021 are not included.

(f)Percent leased is calculated by dividing CSF under signed leases for colocation space (whether or not the lease has commenced billing) by total CSF.

(g)Represents the GSF at an operating facility that is currently leased or readily available for lease as space other than CSF, which is typically office and other space.

(h)Percent occupied is determined based on Office & Other space being billed to customers under signed leases as of December 31, 2021 divided by total Office & Other space. Leases signed but not commenced as of December 31, 2021 are not included.

(i)Represents infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.

(j)Represents the GSF at an operating facility that is currently leased or readily available for lease. This excludes existing vacant space held for development.

(k)Represents space that is under roof that could be developed in the future for GSF, rounded to the nearest 1,000.

(l)Critical power capacity represents the gross aggregate of UPS power installed and available to provide multiple redundancy levels for lease and exclusive use by customers. Capacity is stated in megawatts as represented by UPS manufacturer nameplate ratings and does not include ancillary UPS capacity not configured for the direct support of leased customer critical IT load (e.g. dedicated office power, office disaster recovery UPS, or UPS utilized by CyrusOne for infrastructure control circuits). The available critical load capacity was restated for certain properties as compared to our September 30, 2020 disclosure based on a reconciliation performed for each property. Does not sum to total due to rounding.

									GSF Under Development(a)																		Under Development Costs(b)
Facilities			Metro Area			Estimated Completion Date			Colocation Space (CSF) (000)			Office & Other (000)			Supporting Infrastructure (000)			Powered  Shell(c) (000)			Total (000)			Critical Load MW Capacity(d)			Actual to Date(e)			Estimated  Costs to Completion(f)			Total
Houston West III			Houston			2Q'22			126			—			80			—			207			42.0			$6			$122-136			$128-142
Aurora II			Chicago			2Q'22			165			—			80			—			245			42.0			6			137-151			143-157
Chandler VII			Phoenix			2Q'22			82			14			22			—			117			25.5			1			86-96			87-97
San Antonio VI			Texas			4Q'22			—			—			—			125			125			—			—			21-24			21-24
Sterling X			Northern Virginia			2Q'22			—			—			—			225			225			—			12			30-36			42-48
London IV			London			2Q'22			38			7			39			101			186			6.0			11			35-54			46-65
Frankfurt IV			Frankfurt			1Q'23			73			11			39			—			122			17.0			13			108-127			121-140
London V			London			3Q'23			52			12			49			17			130			16.5			12			104-106			116-118
Total									536			43			310			469			1,357			149.0			$61			$643-730			$704-791

(a)Represents GSF at a facility for which, as of December 31, 2021, activities have commenced or are expected to commence in the next 2 quarters to prepare the space for its intended use. Estimates and timing are subject to change. May not sum to total due to rounding.

(b)London development costs are GBP-denominated and shown as USD-equivalent based on an exchange rate of 1.35 as of December 31, 2021. Dublin, Frankfurt and Paris development costs are EUR-denominated and shown as USD-equivalent based on an exchange rate of 1.13 as of December 31, 2021.

(c)Represents GSF under construction that, upon completion, will be powered shell available for future development into GSF.

(d)Critical power capacity represents the gross aggregate of UPS power installed and available to provide multiple redundancy levels for lease and exclusive use by customers. Capacity is stated in megawatts as represented by UPS manufacturer nameplate ratings and does not include ancillary UPS capacity not configured for the direct support of leased customer critical IT load.

(e)Actual to date is the cash investment as of December 31, 2021. There may be accruals above this amount for work completed, for which cash has not yet been paid.

(f)Represents management’s estimate of the total costs required to complete the current GSF under development. There may be an increase in costs if customers require greater power density.

			Principal Customer Industry			Number of Locations			Annualized Rent(b) (000)			Percentage of Portfolio Annualized Rent(c)			Weighted Average Remaining Lease Term in Months(d)
1			Information Technology			13			$	238,726		20.0		%	84.2
2			Information Technology			8			118,620			9.9		%	45.4
3			Information Technology			14			87,138			7.3		%	27.9
4			Information Technology			5			60,353			5.0		%	30.9
5			Information Technology			10			50,374			4.2		%	39.4
6			Information Technology			4			45,179			3.8		%	43.9
7			Information Technology			3			22,508			1.9		%	23.3
8			Financial Services			1			20,837			1.7		%	111.0
9			Healthcare			2			16,431			1.4		%	72.0
10			Information Technology			7			16,383			1.4		%	26.8
11			Research and Consulting Services			3			14,634			1.2		%	10.0
12			Financial Services			2			12,048			1.0		%	30.7
13			Financial Services			4			11,697			1.0		%	75.4
14			Financial Services			4			11,568			1.0		%	77.7
15			Information Technology			1			9,931			0.8		%	26.6
16			Telecommunication Services			2			9,369			0.8		%	41.0
17			Telecommunication Services			1			8,279			0.7		%	71.0
18			Industrials			2			8,086			0.7		%	69.4
19			Information Technology			3			7,376			0.6		%	29.5
20			Telecommunication Services			7			7,183			0.6		%	18.0
									$	776,719		64.9		%	54.9

(b)Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of December 31, 2021, multiplied by 12. For the month of December 2021, customer reimbursements were $268.8 million annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From January 1, 2019 through December 31, 2021, customer reimbursements under leases with separately metered power constituted between 14.9% and 22.5% of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of December 31, 2021 was $1,195.9 million. Our annualized effective rent was lower than our annualized rent as of December 31, 2021 because our negative straight-line and other adjustments and amortization of deferred revenue exceeded our positive straight-line adjustments due to factors such as the timing of contractual rent escalations and customer payments for services.

(c)Represents the customer’s total annualized rent divided by the total annualized rent in the portfolio as of December 31, 2021, which was approximately $1,196.3 million.

(d)Weighted average based on customer’s percentage of total annualized rent expiring and is as of December 31, 2021, assuming that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised because such payments approximate the profitability margin of leasing that space to the customer, such that we do not consider early termination to be economically detrimental to us.

GSF Under Lease(a)			Number of Customers(b)			Percentage of All Customers			Total  Leased GSF(c) (000)			Percentage of Portfolio Leased GSF			Annualized Rent(d) (000)			Percentage of Annualized Rent
0-999			596			65		%	124			2		%	$	88,723		7		%
1000-2499			117			13		%	185			3		%	47,792			4		%
2500-4999			60			6		%	216			3		%	41,567			3		%
5000-9999			45			5		%	309			4		%	55,016			5		%
10000+			102			11		%	6,249			88		%	963,232			81		%
Total			920			100		%	7,083			100		%	$	1,196,329		100		%

(a)Represents all leases in our portfolio, including colocation, office and other leases.

(b)Represents the number of customers occupying data center, office and other space as of December 31, 2021. This may vary from total customer count as some customers may be under contract but have yet to occupy space.

(c)Represents the total square feet at a facility under lease and that has commenced billing, excluding space held for development or space used by CyrusOne. A customer’s leased GSF is estimated based on such customer’s direct CSF or office and light-industrial space plus management’s estimate of infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.

(d)Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of December 31, 2021, multiplied by 12. For the month of December 2021, customer reimbursements were $268.8 million annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From January 1, 2019 through December 31, 2021, customer reimbursements under leases with separately metered power constituted between 14.9% and 22.5% of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of December 31, 2021 was $1,195.9 million. Our annualized effective rent was lower than our annualized rent as of December 31, 2021 because our negative straight-line and other adjustments and amortization of deferred revenue exceeded our positive straight-line adjustments due to factors such as the timing of contractual rent escalations and customer payments for services.

Year(a)			Number of Leases Expiring(b)			Total GSF  Expiring (000)			Percentage of Total GSF			Annualized Rent(c) (000)			Percentage of Annualized Rent			Annualized Rent at Expiration(d) (000)			Percentage of Annualized Rent at Expiration
Available						1,563			18		%
Month-to-Month			2,037			421			5		%	$	83,809		7		%	$	83,809		6		%
2022			3,628			940			11		%	185,338			15		%	193,604			15		%
2023			1,611			1,220			14		%	196,278			16		%	206,870			16		%
2024			1,268			763			9		%	170,177			14		%	176,667			14		%
2025			216			416			5		%	83,635			7		%	89,950			7		%
2026			183			965			11		%	164,455			14		%	180,950			14		%
2027			57			651			7		%	106,539			9		%	117,862			9		%
2028			32			347			4		%	48,550			4		%	55,551			4		%
2029			8			83			1		%	7,225			1		%	8,819			1		%
2030			10			308			4		%	30,211			3		%	41,879			3		%
2031			13			522			6		%	45,387			4		%	62,318			5		%
2032 - Thereafter			27			447			5		%	74,725			6		%	83,374			6		%
Total			9,090			8,646			100		%	$	1,196,329		100		%	$	1,301,653		100		%

(a)Leases that were auto-renewed prior to December 31, 2021 are shown in the calendar year in which their current auto-renewed term expires. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised.

(b)Number of leases represents each agreement with a customer. A lease agreement could include multiple spaces and a customer could have multiple leases.

(c)Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of December 31, 2021, multiplied by 12. For the month of December 2021, customer reimbursements were $268.8 million annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From January 1, 2019 through December 31, 2021, customer reimbursements under leases with separately metered power constituted between 14.9% and 22.5% of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of December 31, 2021 was $1,195.9 million. Our annualized effective rent was lower than our annualized rent as of December 31, 2021 because our negative straight-line and other adjustments and amortization of deferred revenue exceeded our positive straight-line adjustments due to factors such as the timing of contractual rent escalations and customer payments for services.

(d)Represents the final monthly contractual rent under existing customer leases that had commenced as of December 31, 2021, multiplied by 12.

Americans With Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

We carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket policy. In the opinion of our management, our policy specifications, limits and insurance carriers are appropriate given the relative risk of loss, the cost of coverage and industry practice. We cannot provide any assurance that the business interruption or property insurance we have will cover all losses that we may experience, that the insurance carrier will be solvent, that rates will remain commercially reasonable, that insurance carriers will not cancel our policies, or that the insurance carriers will pay all claims made by us. Certain circumstances, such as acts of war, are generally uninsurable under our policies. See also “Risk Factors-Risks Related to Our Business and Operations." Any losses to our properties that are not covered by insurance, or that exceed our policy coverage limits, could adversely affect our business, financial condition and results of operations.

•The Merger Transactions (as defined below) may not be completed on the terms or timeline currently contemplated or at all, which could adversely affect our stock price, business, financial condition and results of operations.

•The announcement of the Merger Agreement (as defined below) and pendency of the Merger Transactions could negatively impact our business, financial condition and results of operations.

•A small number of customers account for a significant portion of our revenue.

•A significant percentage of our customer leases expire each year or are on a month-to-month basis, and many of our leases contain early termination provisions.

•Our contracts with our customers typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses.

•Our customers may choose to develop or relocate into new data centers or expand their own existing data centers, which could result in the loss of one or more key customers or reduce demand for our data centers.

•A decrease in the demand for data center space, or an increase in supply driving down market prices, could adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends as well as the market price of our common stock.

•We face significant competition and may be unable to lease vacant space, renew existing leases or re-lease space as leases expire.

•We do not own all of the land or buildings in which our data centers are located but lease or sublease certain of our data center spaces.

•Our real estate development strategies may not be successful, and our growth depends on our data center development activities, including supply chain risks, the availability of developable land, and our ability to successfully lease our developed properties.

•Any failure of our physical infrastructure or services could lead to significant costs and disruptions that could reduce our revenues and harm our brand and reputation.

•We and our partners, contractors and vendors have been and may continue to be vulnerable to security breaches or cyber-attacks which have disrupted and could disrupt our operations and harm our brand and reputation.

•Recent turnover, including the search for a permanent President and CEO, or the further loss, of any of our key personnel, including our executive officers or key sales associates.

•Any failure of our connectivity solutions could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial results.

•Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

•Illiquidity of real estate investments, particularly our data centers, could significantly impede our ability to respond to adverse changes in the performance of our properties, which could harm our financial condition.

•To fund our growth strategy and refinance our indebtedness, we depend on external sources of capital, which may not be available to us on commercially reasonable terms or at all.

•We have significant outstanding indebtedness that involves significant debt service obligations, limits our operational and financial flexibility, exposes us to interest rate fluctuations and exposes us to the risk of default under our debt obligations.

•The novel coronavirus (COVID-19) pandemic and measures to prevent its spread could materially adversely impact our business, financial condition, results of operations, cash flows and ability to pay dividends as well as the market price of our common stock.

•Our international activities are subject to special risks different from those faced by us in the United States, including compliance with anti-corruption laws and regulations, and we may not be able to effectively manage our international business.

•Our rights and the rights of our stockholders to take action against our directors and officers are limited.

•Our charter and bylaws, the partnership agreement of our operating partnership and certain provisions of Maryland law contain provisions that may delay, defer or prevent an acquisition of our common stock or a change in control.

•If we fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability and even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.

•Qualifying as a REIT involves highly technical and complex Code provisions. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.

•Our cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, and we may need to borrow in order to make such distributions; consequently, we may not be able to make such distributions in full.

•the requirement in the Merger Agreement that, under certain circumstances, we pay Parent a termination fee of $319.5 million;

•incurring substantial costs related to the Merger Transactions, such as legal, accounting, financial advisory and integration costs that have already been incurred or will continue to be incurred until closing;

•limitations on our ability to retain and hire key personnel;

•reputational harm including relationships with investors, customers and business partners due to the adverse perception of any failure to successfully complete the Merger Transactions; and

•potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to us, in each case without realizing any of the benefits of having the Merger Transactions completed.

•the treatment of Company equity awards provided for under the Merger Agreement;

•severance and other benefits in the case of certain qualifying terminations under the terms of an individual employment or severance agreement;

•cash-based deal retention bonuses under a program established for the benefit of certain Company employees, including executive officers;

•each participant (including each executive officer) in the Company’s annual bonus plan will be eligible for a pro-rated annual bonus for the year in which the effective time occurs if such participant is terminated prior to the date such bonuses are earned and he or she otherwise qualifies for severance; and

•continued indemnification and insurance coverage under the Merger Agreement, the Company’s organizational documents and indemnification agreements the Company has entered into with each of its directors and executive officers.

Our business depends on providing customers with a highly reliable data center environment. We may fail to provide such service as a result of numerous factors, including:

•failure of business partners who provide components of the National IX Platform or third-party connectivity from the National IX Platform.

•we may be unable to acquire a desired property because of competition from other data center companies or real estate investors;

•even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price of such property;

•we may be unable to realize the intended benefits from acquisitions or achieve anticipated operating or financial results;

•we may be unable to finance the acquisition on favorable terms or at all;

•we may underestimate the costs to make necessary improvements to acquired properties;

•we may be unable to quickly and efficiently integrate new acquisitions into our existing operations resulting in disruptions to our operations or the diversion of our management’s attention;

•acquired properties may be subject to reassessment, which may result in higher than expected tax payments;

•we may not be able to access sufficient power on favorable terms or at all;

•market conditions may result in higher than expected vacancy rates and lower than expected rental rates;

•we may incur impairment losses or other charges related to acquired assets or properties;

•we may face challenges in retaining the customers of acquired properties; and

•we may incur significant costs associated with unrealized transactions.

We review the carrying value of each of our properties when events or circumstances indicate that the carrying value of the property may not be recoverable. Examples of such indicators may include a significant decrease in market price, a significant adverse change in the extent to or manner in which the property is being used or in its physical condition, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development, or a history of operating or cash flow losses. When such impairment indicators exist, we review an estimate of the undiscounted future cash flows expected to result from the use of the real estate investment and proceeds from its eventual disposition and compare such amount to the carrying value of the property. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, rental rates, competition and other factors. If our undiscounted cash flows indicate that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. For the year ended December 31, 2021, we recorded an impairment charge of $0.5 million. For the year ended December 31, 2020, we recorded an impairment charge of $11.2 million, which includes an $8.8 million impairment loss due to the decrease in the fair value of the equipment held for use in inventory at our U.S. data centers and a $2.4 million impairment loss based on the estimated fair value for our investment in land held in Atlanta for future development as the Company sold this land to a third-party in February 2021. For the year ended December 31, 2019, we recorded an impairment charge of $0.7 million related primarily to an impairment on our South Bend - Monroe facility, which was being actively marketed for sale. These losses had a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to re-evaluate the assumptions used in our

Our ability to make expected distributions to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control, such as adverse effects of the COVID-19 pandemic, may decrease cash available for distribution to our stockholders and the value of our properties. These events and conditions include:

•the relative illiquidity of real estate investments, especially the specialized real estate properties that we hold and seek to acquire and develop; and

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to adverse changes in the real estate market or in the performance of such properties may be limited, thus harming our financial condition. The real estate market is affected by many factors that are beyond our control, including:

•adverse changes in national and local economic and market conditions, including as a result of the COVID-19 pandemic;

•inflation, changes in interest rates and in the availability, cost and terms of debt financing;

•changes in governmental laws and regulations, fiscal policies and zoning ordinances and costs of compliance therewith;

•the ongoing cost of capital improvements that are not passed on to our customers, particularly in older structures;

•changes in operating expenses; and

•civil unrest, acts of war, terrorism and natural disasters, including fires, earthquakes, tropical storms, hurricanes, and floods, which may result in uninsured and underinsured losses.

In addition, as described above in “Our properties are not suitable for use other than as data centers, which could make it difficult to sell or reposition them if we are not able to lease available space”, the risks associated with the illiquidity of real estate investments are even greater for our data center properties. Further, we operate a managed services platform-based business that would not easily be separated on an asset by asset basis.

In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute at least 90% of our REIT taxable income annually, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualification as a REIT, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, as well as U.S. federal income tax at regular corporate rates for income recognized by our taxable REIT subsidiaries (each, a TRS). Because of these distribution requirements, we will likely not be able to fund future capital needs, including any necessary acquisition financing, from net cash provided by operating activities. Consequently, we intend to rely on third-party capital markets sources for debt or equity financing to fund our growth strategy. In addition, we may need third-party capital markets sources to refinance our indebtedness at or before maturity. Increased turbulence in the U.S., European and other international financial markets and economies, loss of our investment grade credit rating, tighter credit conditions and increasing interest rates may adversely affect our ability to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our business, financial condition, results of operations, cash flows and ability to pay dividends as well as the market price of our common stock. As such, we may not be able to obtain the debt or equity financing on favorable terms or at all. Our access to third-party sources of capital also depends, in part, on:

•    require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes, including to make distributions on our common stock as currently contemplated or as necessary to maintain our qualification as a REIT;

•    require us to maintain certain debt coverage and other financial metrics at specified levels, thereby reducing our financial flexibility and, in the event of a failure to comply with such requirements, creating the risk of a material adverse effect on our ability to fulfill our obligations under our debt and on our business and prospects generally;

•make it more difficult for us to satisfy our financial obligations, including borrowings under the Amended Credit Agreement;

•    increase our vulnerability to general adverse economic and industry conditions;

•    expose us to increases in interest rates for our variable rate debt;

•    limit our ability to borrow additional funds on favorable terms or at all to expand our business or ease liquidity constraints;

•    limit our ability to refinance all or a portion of our indebtedness on or before maturity on the same or more favorable terms or at all;

•    limit our flexibility in planning for, or reacting to, changes in our business and our industry;

•    place us at a competitive disadvantage relative to competitors that have less indebtedness;

•    increase our risk of property losses as the result of foreclosure actions initiated by lenders in the event we should incur mortgage or other secured debt obligations; and

•    require us to dispose of one or more of our properties at disadvantageous prices or raise equity that may dilute the value of our common stock in order to service our indebtedness or to raise additional funds to pay such indebtedness at or before maturity.

•    merge, consolidate or transfer all, or substantially all, of our or our subsidiaries’ assets;

•    incur or guarantee additional indebtedness;

•    create liens on our or our subsidiaries’ assets;

•    pay dividends and make other distributions on our stock;

•    enter into transactions with affiliates;

•    issue or sell stock of our subsidiaries; and

•    change the nature of our business.

•compliance with evolving and varied regulations related to the COVID-19 pandemic;

•our limited knowledge of and relationships with sellers, customers, contractors, suppliers or other parties in these markets;

•multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments with which we have limited familiarity;

•fluctuations in foreign currency exchange rates, currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States;

•evolving and uncertain local laws, policies, regulations and licenses, including the implementation and enforcement thereof;

•difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions, or in the event of a default by one or more of our customers, suppliers or contractors;

•changes resulting from Brexit, including those related to additional trade agreements, tariffs and customs regulations and currency fluctuations and potential price increases or unavailability of supplies purchased from companies located in the European Union or elsewhere;

Maryland law provides that a director has no liability in the capacity as a director if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the company’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the Maryland General Corporation Law (MGCL), our charter limits the liability of our directors and officers to the company and our stockholders for money damages, except for liability resulting from:

•a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

Our charter and bylaws and the partnership agreement contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stockholders or otherwise be in their best interests, including the following:

•Our Charter Contains Restrictions on the Ownership and Transfer of Our Stock. In order for us to qualify as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than the first year for which we elect to be taxed as a REIT. Subject to certain exceptions, our charter prohibits any stockholder from owning beneficially or constructively more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8% in value of the aggregate of the outstanding shares of all classes or series of our stock. We refer to these restrictions collectively as the “ownership limits.” The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock or the outstanding shares of all classes or series of our stock by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. These ownership limits may prevent a third-party from acquiring control of us if our board of directors does not grant an exemption from the ownership limits, even if our stockholders believe the change in control is in their best interests. Although it is under no continuing obligation to do so, our board of directors has granted some limited exemptions from the ownership limits applicable to certain holders of our common stock, subject to certain initial and ongoing conditions designed to protect our status as a REIT, including, if deemed advisable, the receipt of an Internal Revenue Service (IRS) private letter ruling or an opinion of counsel.

•Our Board of Directors Has the Power to Cause Us to Issue Additional Shares of Our Stock Without Stockholder Approval. Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of common stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders.

Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and

•“control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.

From time to time, we may transfer or otherwise dispose of some of our properties, including the contribution of properties to our joint venture funds. Even if we remain qualified for taxation as a REIT, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction subject to a 100% penalty tax, unless a safe harbor exception applies. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property or our contributions of properties into our joint ventures, are properly treated as prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The IRS may contend that certain transfers or disposals of properties by us or contributions of properties into our joint ventures are prohibited transactions if they do not meet the safe harbor requirements. While we believe that the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer or disposition or contribution of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a real estate investment trust for federal income tax purposes.

Some of the factors that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock include:

To the extent that the market value of a REIT’s equity securities is based primarily upon market perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales, acquisitions, development or refinancing and is secondarily based upon the value of the underlying assets, shares of our common stock may trade at prices that are higher or lower than the net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes rather than distributing the cash flow to stockholders, these retained funds, while increasing the value of our underlying assets, may negatively impact the market price of our common stock. Our failure to meet market expectations with regard to future earnings and cash distributions would likely adversely affect the market price of our common stock.

None.

The information set forth under the caption “Our Portfolio” in Item 1 of this Annual Report on Form 10-K is incorporated by reference herein.

In the ordinary course of our business, from time to time, we are subject to claims and administrative proceedings. We do not believe any currently outstanding matters would have, individually or in the aggregate, a material effect on our business, financial condition and results of operations or liquidity and cash flows.

Not applicable.

Period

(a) Total Number of Shares of Common Stock Purchased(1)

(b) Average Price Paid per Common Share

(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

(c) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased

January 1, 2021 - January 31, 2021

675

$

71.72

N/A

N/A

February 1, 2021 - February 28, 2021

27,808

67.17

N/A

N/A

March 1, 2021 - March 31, 2021

106,540

65.17

N/A

N/A

May 1, 2021 - May 31, 2021

940

71.73

N/A

N/A

July 1, 2021 - July 31, 2021

780

71.27

N/A

N/A

August 1, 2021 - August 31, 2021

17

71.27

N/A

N/A

September 1, 2021 - September 30, 2021

7,460

76.56

N/A

N/A

November 1, 2021 - November 30, 2021

2,000

82.90

N/A

N/A

December 1, 2021 - December 31, 2021

29,241

89.41

N/A

N/A

175,461

$

70.30

N/A

N/A

Pricing Date			CONE			S&P 500			MSCI US REIT
December 31, 2016			100.00			100.00			100.00
December 31, 2017			137.13			121.83			105.07
December 31, 2018			125.89			116.49			100.27
December 31, 2019			160.65			153.17			126.18
December 31, 2020			185.01			181.35			116.62
December 31, 2021			233.20			233.41			166.84

The consolidated financial statements included in this Form 10-K reflect the historical financial position, results of operations and cash flows of CyrusOne Inc. (the "Company") for all periods presented.

Our Company. We are a fully integrated, self-managed data center real estate investment trust ("REIT") that owns, operates and develops enterprise-class, carrier-neutral, multi-tenant and single-tenant data center properties. Our data centers are generally purpose-built facilities with redundant power and cooling. They are not network specific and enable customer connectivity to a range of telecommunication carriers. We provide mission-critical data center real estate assets that protect and ensure the continued operation of information technology ("IT") infrastructure for approximately 1,000 customers in 56 data centers, including one recovery center, in 16 markets (11 cities in the U.S.; London, U.K.; Frankfurt, Germany; Amsterdam, The Netherlands; Dublin, The Republic of Ireland and Paris, France).