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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

AMENDMENT TO CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2004

DIVIDEND CAPITAL TRUST INC.
(Exact name of small business issuer as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)		000-50724 (Commission File No.)		82-0538520 (I.R.S. Employer Identification No.)
518 17th Street, Suite 1700 Denver, CO 80202 (Address of principal executive offices)

(303) 228-2200
(Registrant's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.01 Completion of Acquisition or Disposition of Assets

Purchase of Bayside Distribution Center, Norcross facilities, C&L facilities and the Foothill Business Center

        We previously filed two Form 8-K's on November 8, 2004, dated November 3, 2004, and on December 8, 2004, dated December 3, 2004, with regard to the following acquisitions: i) Bayside Distribution Center located in San Francisco, California, ii) two distribution facilities located in Atlanta, Georgia (herein referred to as the "Norcross" facilities) and iii) two industrial facilities located in Fort Worth, Texas and Atlanta, Georgia (herein referred to as the "C&L" facilities). In addition, we filed a Form 8-K on December 14, 2004, dated December 9, 2004, with regard to the acquisition of Foothill Business Center located in Los Angeles, California. The aforementioned Form 8-K's were filed without the requisite financial information. Accordingly, we are filing this Form 8-K/A to include that financial information. Due to the non-related party nature of this transaction, only audited statements for the year ended December 31, 2003, are required. The Company is not aware of any material factors relating to the acquisitions, except as disclosed in the audited reports, which would cause the reported financial information not to be necessarily indicative of future operating results. Audited financial information is not being presented for C&L because these facilities were newly constructed and had no operating history in 2003. However, limited operating history for C&L is included in the requisite pro forma financial information.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Real Estate Property Acquired:
	Bayside Distribution Center:
		Report of Independent Registered Public Accounting Firm		F-1
		Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2004 (Unaudited) and the Year Ended December 31, 2003		F-2
		Notes to Statements of Revenues and Certain Expenses		F-3
	Norcross Facilities:
		Report of Independent Registered Public Accounting Firm		F-5
		Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2004 (Unaudited) and the Year Ended December 31, 2003		F-6
		Notes to Statements of Revenues and Certain Expenses		F-7
	Foothill Business Center:
		Report of Independent Registered Public Accounting Firm		F-9
		Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2004 (Unaudited) and the Year Ended December 31, 2003		F-10
		Notes to Statements of Revenues and Certain Expenses		F-11
(b) Unaudited Pro Forma Financial Information:
		Pro Forma Financial Information (Unaudited)		F-13
		Pro Forma Consolidated Balance Sheet as of September 30, 2004 (Unaudited)		F-14
		Notes to Pro Forma Consolidated Balance Sheet (Unaudited)		F-15
		Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2003 (Unaudited)		F-16
		Notes to Pro Forma Consolidated Statement of Operations (Unaudited)		F-17
		Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2004 (Unaudited)		F-22
		Notes to Pro Forma Consolidated Statement of Operations (Unaudited)		F-23
(c) Exhibits:
None.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DIVIDEND CAPITAL TRUST INC.
January 13, 2005		By:		/s/  EVAN H. ZUCKER       Evan H. Zucker Chief Executive Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Dividend Capital Trust Inc.
Denver, Colorado

        We have audited the accompanying statement of revenues and certain expenses of Bayside Distribution Center ("Bayside") for the year ended December 31, 2003. This financial statement is the responsibility of Bayside's management. Our responsibility is to express an opinion on the financial statement based upon our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Bayside's revenues and expenses.

        In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of Bayside Distribution Center for the year ended December 31, 2003, on the basis of accounting described in Note 1.

/s/ Ehrhardt Keefe Steiner & Hottman PC

December 30, 2004
Denver, Colorado

F-1

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DIVIDEND CAPITAL TRUST INC.

Bayside Distribution Center

Statements of Revenues and Certain Expenses

				For the Nine Months Ended September 30, 2004			For the Year Ended December 31, 2003
				(Unaudited)
Revenues
	Rental income			$	1,234,498		$	1,656,568
	Other revenues				323,527			414,399
		Total revenues			1,558,025			2,070,967
Certain expenses
	Real estate taxes				128,067			165,694
	Operating expenses				81,378			92,629
	Insurance				68,160			93,481
	Management fees				45,612			63,989
		Total certain expenses			323,217			415,793
Excess of revenues over certain expenses				$	1,234,808		$	1,655,174

The accompanying notes are an integral part of these financial statements.

F-2

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DIVIDEND CAPITAL TRUST INC.

Notes to Statements of Revenues and Certain Expenses
(Information for September 30, 2004 is Unaudited)

Note 1—Description of Business and Summary of Significant Accounting Policies

        The accompanying statements of revenues and certain expenses reflect the operations of Bayside Distribution Center ("Bayside") for the nine months ended September 30, 2004 (unaudited) and for the year ended December 31, 2003. Bayside consists of two buildings located in Hayward, California comprising approximately 340,765 aggregate rentable square feet. As of December 31, 2003, Bayside had an occupancy percentage of 100%.

        Bayside was acquired by Dividend Capital Trust Inc. ("the Company") from an unrelated party on November 3, 2004 for a total cost of approximately $22.1 million (which includes an acquisition fee of $218,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company's public offering.

        The accounting records of Bayside are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Bayside.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the Hayward and San Francisco, California region.

Interim Information (unaudited)

        In the opinion of management, the unaudited information as of September 30, 2004, included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the nine months ended September 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2—Operating Leases

        Bayside's revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Bayside records rental revenues for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Bayside records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in a (decrease) increase in rental revenue of $(3,378) and $33,868 for the nine months ended September 30, 2004, and the year ended December 31, 2003, respectively.

F-3

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Note 2—Operating Leases (continued)

        Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003, are as follows:

        Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenues and certain expenses.

        The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

Tenant		Industry		Lease Expiration		Percentage of 2003 Revenues		Percentage of Future Minimum Revenues
A		Publisher of Graphic Arts		April 2009		40%		41%
B		Linen Rentals and Envelope Manufacturer		May 2007		25%		15%
C		Biomed Holding Company		May 2009		20%		18%
D		International Corporate Relocation Company		October 2013		15%		26%

        The leases above contain tenant lease renewal options for various periods under various terms that may or may not be similar to the existing leases.

F-4

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Dividend Capital Trust Inc.
Denver, Colorado

        We have audited the accompanying statement of revenues and certain expenses of the Norcross Facilities ("Norcross") for the year ended December 31, 2003. This financial statement is the responsibility of Norcross' management. Our responsibility is to express an opinion on the financial statement based upon our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Norcross' revenues and expenses.

        In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Norcross Facilities for the year ended December 31, 2003, on the basis of accounting described in Note 1.

/s/ Ehrhardt Keefe Steiner & Hottman PC

December 29, 2004
Denver, Colorado

F-5

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DIVIDEND CAPITAL TRUST INC.

Norcross Facilities

Statements of Revenues and Certain Expenses

				For the Nine Months Ended September 30, 2004			For the Year Ended December 31, 2003
				(Unaudited)
Revenues
	Rental income			$	557,370		$	746,616
	Other revenues				84,453			117,683
		Total revenues			641,823			864,299
Certain expenses
	Real estate taxes				99,922			126,931
	Operating expenses				43,920			79,098
	Insurance				13,408			20,145
	Management fees				19,064			29,209
		Total certain expenses			176,314			255,383
Excess of revenues over certain expenses				$	465,509		$	608,916

The accompanying notes are an integral part of these financial statements.

F-6

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DIVIDEND CAPITAL TRUST INC.

Notes to Statements of Revenues and Certain Expenses
(Information for September 30, 2004 is Unaudited)

Note 1—Description of Business and Summary of Significant Accounting Policies

        The accompanying statements of revenues and certain expenses reflect the operations of the Norcross facilities ("Norcross") for the nine months ended September 30, 2004 (unaudited) and for the year ended December 31, 2003. Norcross consists of two buildings located in Atlanta, Georgia comprising approximately 458,426 aggregate rentable square feet. As of December 31, 2003, Norcross had an occupancy percentage of 65%, which subsequently increased to 100% through the addition of a new tenant.

        Norcross was acquired by Dividend Capital Trust Inc. ("the Company") from an unrelated party on November 5, 2004, for a total cost of approximately $17.7 million (which includes an acquisition fee of approximately $172,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid with proceeds from the issuance of debt and net proceeds from the Company's public offering

        The accounting records of Norcross are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Norcross.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the Atlanta, Georgia region.

Interim Information (unaudited)

        In the opinion of management, the unaudited information as of September 30, 2004, included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the nine months ended September 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Except for the rental rebates described below, management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2—Operating Leases

        Norcross' revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Norcross records rental revenues for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Norcross records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase (decrease) in rental revenues of $272,191 and $(47,844) for the periods ended September 30, 2004, and December 31, 2003, respectively.

        Revenues are presented net of rental rebates of approximately $10,000 per month which will not be an obligation of the Company in future periods.

F-7

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Note 2—Operating Leases (continued)

        Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003, are as follows:

        Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenues and certain expenses.

        The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

Tenant		Industry		Lease Expiration		Percentage of 2003 Revenues		Percentage of Future Minimum Revenues
A		Manufacturer of Office and School Paper Supplies		December 2008		78%		40%
B		Distributor of HVAC and Home Appliances		January 2008		22%		15%
C		Sales and Installation of "Home Specialty" Products		December 2009		0%		45%

        Certain leases above contain tenant lease renewal options for various periods under various terms that may or may not be similar to the existing leases.

F-8

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Dividend Capital Trust Inc.
Denver, Colorado

        We have audited the accompanying statement of revenues and certain expenses of Foothill Business Center ("Foothill") for the year ended December 31, 2003. This financial statement is the responsibility of Foothill's management. Our responsibility is to express an opinion on this financial statement based upon our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Foothill's revenues and expenses.

        In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of Foothill Business Center for the year ended December 31, 2003, on the basis of accounting described in Note 1.

/s/ Ehrhardt Keefe Steiner & Hottman PC

December 30, 2004
Denver, Colorado

F-9

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DIVIDEND CAPITAL TRUST INC.

Foothill Business Center

Statements of Revenues and Certain Expenses

				For the Nine Months Ended September 30, 2004			For the Year Ended December 31, 2003
				(Unaudited)
Revenues
	Rental income			$	1,453,014		$	1,937,352
	Other revenues				337,678			459,124
		Total revenues			1,790,692			2,396,476
Certain expenses
	Real estate taxes				169,280			223,671
	Operating expenses				83,366			126,389
	Insurance				29,538			38,645
	Management fees				55,494			70,926
		Total certain expenses			337,678			459,631
Excess of revenues over certain expenses				$	1,453,014		$	1,936,845

The accompanying notes are an integral part of these financial statements.

F-10

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DIVIDEND CAPITAL TRUST INC.

Notes to Statements of Revenues and Certain Expenses
(Information for September 30, 2004 is Unaudited)

Note 1—Description of Business and Summary of Significant Accounting Policies

        The accompanying statements of revenues and certain expenses reflect the operations of the Foothill Business Center ("Foothill") for the nine months ended September 30, 2004 (unaudited) and for the year ended December 31, 2003. Foothill consists of three buildings located in Lake Forest, California (a submarket of Los Angeles) comprising approximately 242,573 aggregate rentable square feet. As of December 31, 2003, Foothill had an occupancy percentage of 100%.

        Foothill was acquired by Dividend Capital Trust Inc. ("the Company") from an unrelated party on December 9, 2004, for a total cost of approximately $22.4 million (which includes an acquisition fee of $221,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company's public offering.

        The accounting records of Foothill are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Foothill.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the Lake Forest and Los Angeles, California region.

Interim Information (unaudited)

        In the opinion of management, the unaudited information as of September 30, 2004, included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the nine months ended September 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2—Operating Leases

        Foothill's revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Foothill records rental revenues for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Foothill records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in a decrease in rental revenue of $4,710 and $490 for the nine months ended September 30, 2004, and the year ended December 31, 2003, respectively.

F-11

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Note 2—Operating Leases (continued)

        Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003, are as follows:

        Tenant reimbursements of operating expenses are included in other revenue in the accompanying statements of revenues and certain expenses.

        The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

Tenant		Industry		Lease Expiration		Percentage of 2003 Revenues		Percentage of Future Minimum Revenues
A		Manufacturer and Distributor of Electric Medical Equipment		September 2005		13%		10%
B		Self Storage REIT		April 2006		13%		13%
C		Computer Manufacturer		September 2005		41%		32%
D		Manufacturer and Distributor of RC Cars and Car Kits		December 2006		19%		25%
E		Manufacturer of Fiber Optic Lighting Products		March 2007		14%		20%

        Certain leases above contain tenant lease renewal options for various periods under various terms that may or may not be similar to the existing leases.

F-12

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Financial Information

(Unaudited)

        The following pro forma financial statements have been prepared to provide pro forma information with regards to the Bayside Distribution Center ("Bayside"), the Norcross facilities ("Norcross"), the C&L facilities ("C&L"), and the Foothill Business Center ("Foothill") which Dividend Capital Trust Inc. (the "Company") acquired from unrelated third parties during the period beginning on November 3, 2004, and ending on December 9, 2004, and for which this Form 8-K/A is being filed.

        The accompanying unaudited pro forma consolidated balance sheet presents the historical financial information of the Company as of September 30, 2004, as adjusted for the acquisition of the properties made subsequent to September 30, 2004, the issuance of the Company's common stock and the issuance of debt subsequent to September 30, 2004, as if these transactions had occurred on September 30, 2004.

        The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2003, combines the historical operations of the Company with (i) the incremental effect of properties acquired in 2003, (ii) the historical operations of properties acquired subsequent to December 31, 2003, (iii) the issuance of debt and (iv) the issuance of the Company's common stock, as if these transactions had occurred on January 1, 2003.

        The accompanying unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2004, combines the historical operations of the Company with (i) the incremental effect of properties acquired in 2004, (ii) the issuance of debt and (iii) the issuance of the Company's common stock, as if these transactions had occurred on January 1, 2004.

        The unaudited pro forma consolidated financial statements have been prepared by the Company's management based upon the historical financial statements of the Company and of the individually acquired properties. These pro forma statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the historical financial statements included in the Company's previous filings with the Securities and Exchange Commission.

F-13

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Balance Sheet

September 30, 2004

(Unaudited)

			DCT Historical (1)			Acquisitions			Other Pro Forma Adjustments			Pro Forma Consolidated
Assets
Net Investment in Real Estate			$	398,220,703		$	335,438,279	(2)	$	—		$	733,658,982
Cash and cash equivalents				30,870,880			(110,577,255	)(2)		111,794,401	(3)		32,088,026
Other assets, net				151,480,240			(123,000,000	)(2)		—			28,480,240
	Total Assets		$	580,571,823		$	101,861,024		$	111,794,401		$	794,227,248
Liabilities and Stockholders' Equity
Mortgage note			$	84,180,455		$	—		$	—		$	84,180,455
Line of credit				4,403,000			100,000,000	(2)		—			104,403,000
Financing obligation				17,519,809			—			—			17,519,809
Accounts payable and other liabilities				22,873,946			1,861,024	(2)		—			24,734,970
	Total Liabilities			128,977,210			101,861,024			—			230,838,234
Minority Interest				1,000			—			—			1,000
Shareholders' Equity:
Common stock				451,593,613			—			111,794,401	(3)		563,388,014
	Total Shareholders' Equity			451,593,613			—			111,794,401			563,388,014
	Total Liabilities and Shareholders' Equity		$	580,571,823		$	101,861,024		$	111,794,401		$	794,227,248

The accompanying notes are an integral part of this pro forma consolidated financial statement.

F-14

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DIVIDEND CAPITAL TRUST INC.

Notes to Pro Forma Consolidated Balance Sheet

(Unaudited)

(1)

Reflects the historical consolidated balance sheet of the Company as of September 30, 2004. Please refer to Dividend Capital Trust Inc.'s historical consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2004.

(2)

Reflects the acquisition of properties that were acquired subsequent to September 30, 2004. These properties were acquired using proceeds from the issuance of debt and net proceeds from the Company's public offerings of which $123 million of such proceeds were recorded as restricted cash as of September 30, 2004, and included in other assets in the accompanying pro forma balance sheet. The total cost of these facilities, including acquisitions costs and acquisition fees paid to an affiliate, was approximately $335.4 million.

(3)

A certain amount of capital was raised through the Company's public offerings subsequent to September 30, 2004, which was used to fund the acquisition of properties subsequent to September 30, 2004. As such, the net proceeds from the shares that were sold subsequent to September 30, 2004, through December 9, 2004, the date of the latest acquisition, are included in the accompanying pro forma balance sheet. The following table reflects the calculation used to determine the net proceeds received from the Company's public offering:

F-15

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2003

(Unaudited)

				DCT Historical (1)			2003 Acquisitions			2004 Acquisitions			Other Pro Forma Adjustments			Pro Forma Consolidated
REVENUE:
	Rental revenue			$	2,645,093		$	8,194,285	(2)	$	50,997,846	(5)	$	(1,558,241	)(7)	$	60,278,983
	Other income				61,364			—			—			—			61,364
		Total Income			2,706,457			8,194,285			50,997,846			(1,558,241	)		60,340,347
EXPENSES:
	Operating expenses				366,650			2,159,121	(2)		13,259,467	(5)		—			15,785,238
	Depreciation & amortization				1,195,330			4,898,414	(3)		47,271,421	(6)		—			53,365,165
	Interest expense				385,424			1,988,125	(4)		6,997,616	(4)		—			9,371,165
	General and administrative expenses				411,948			—			—			—			411,948
		Total Operating Expenses			2,359,352			9,045,660			67,528,504			—			78,933,516
NET INCOME (LOSS)				$	347,105		$	(851,375	)	$	(16,530,658	)	$	(1,558,241	)	$	(18,593,169	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
	Basic				3,987,429			—			—			60,698,096	(8)		64,685,525
	Diluted				4,007,429			—			—			60,698,096	(8)		64,705,525
NET INCOME (LOSS) PER COMMON SHARE				$	0.09											$	(0.29	)
	Basic and diluted

The accompanying notes are an integral part of this pro forma consolidated financial statement.

F-16

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DIVIDEND CAPITAL TRUST INC.

Notes to Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2003

(Unaudited)

(1)

Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 2003. Please refer to the Dividend Capital Trust Inc.'s historical consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

(2)

The following table sets forth the incremental rental revenues and operating expenses of the properties acquired during 2003 for the year ended December 31, 2003, based on the historical operations of such properties for the periods prior to acquisition.

Property		Acquisition Date		Rental Revenues			Operating Expenses			Revenues in Excess of Expenses
Bridgestone/Firestone Distribution Center(1)		6/9/2003		$	—		$	—		$	—
Chickasaw Distribution Center		7/22/2003			802,031			217,995			584,036
Rancho Technology Park(1)		10/16/2003			—			—			—
Mallard Lake Distribution Center		10/29/2003			803,627			13,063			790,564
West by Northwest Business Center		10/30/2003			368,977			253,354			115,623
Park West, Pinnacle & DFW Distribution Facilities		12/15/2003			5,191,090			1,496,064			3,695,026
Plainfield Distribution Center		12/22/2003			1,028,560			178,645			849,915
Total				$	8,194,285		$	2,159,121		$	6,035,164

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(1)

The Bridgestone/Firestone Distribution Center and the Rancho Technology Park were vacant prior to acquisition. As such, no rental revenues and operating expenses have been reflected in the accompanying pro forma statement of operations related to these acquisitions.

        The properties acquired during 2003 were acquired with the net proceeds from the Company's initial public offering, borrowings on the senior secured revolving credit facility and borrowings on mortgage indebtedness.

F-17

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(3)

The following table sets forth the allocation of land and building and other costs based on the purchase price allocation for the 2003 property acquisitions. This table also reflects the estimated incremental depreciation and amortization, prior to the date of acquisition, for the 2003 property acquisitions using a 40 year life for building, a 20 year life for land improvements and the life of the related lease for tenant improvements and for other intangible assets based on the purchase price allocation in accordance with Statement of Financial Accounting Standard No. 141, Business Combinations ("SFAS No. 141").

			Acquisition Date		Land			Building and Other Costs			Total Cost			Incremental Depreciation and Amortization
Bridgestone/Firestone Distribution Center(1)			6/9/2003		$	2,544,999		$	21,938,672		$	24,483,671		$	—
Chickasaw Distribution Center			7/22/2003			1,140,561			13,779,870			14,920,431			464,957
Rancho Technology Park(1)			10/16/2003			2,789,574			7,002,354			9,791,928			—
Mallard Lake Distribution Center			10/29/2003			2,561,328			8,808,242			11,369,570			274,304
West by Northwest Business Center			10/30/2003			1,033,352			7,563,574			8,596,926			356,670
Park West Distribution Facilities			12/15/2003			3,348,000			22,893,585			26,241,585			1,050,368
Pinnacle Industrial Center			12/15/2003			1,587,762			27,838,070			29,425,832			1,523,983
DFW Trade Center			12/15/2003			980,666			10,381,628			11,362,294			688,622
Plainfield Distribution Center			12/22/2003			1,394,147			14,259,728			15,653,875			539,510
	Total 2003 Acquisitions				$	17,380,389		$	134,465,723		$	151,846,112		$	4,898,414

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(1)

The Bridgestone/Firestone Distribution Center and the Rancho Technology Park were vacant prior to acquisition and therefore no depreciation or amortization expenses have been reflected in the accompanying pro forma statement of operations related to these acquisitions.

F-18

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(4)

The following table sets forth the debt which has been assumed to have been outstanding as of January 1, 2003, and the incremental interest expense that has been included in the pro forma statement of operations.

Amount		Note		Interest Rate		Incremental Interest Expense
$1,000,000		Senior secured revolving credit facility		Annual interest rate at LIBOR plus 1.125% to 1.500% or prime, at the election of Dividend Capital (approximately 4.75% as of September 30, 2004).		$	47,500
$40,500,000		Secured, non-recourse debt		Annual interest rate equal to 5.0%.		$	1,940,625
2003 Acquisitions						$	1,988,125
$100,000,000		Senior secured revolving credit facility		Annual interest rate at LIBOR plus 1.125% to 1.500% or prime, at the election of Dividend Capital (approximately 4.75% as of September 30, 2004).		$	4,750,000
$41,758,380		Assumed, secured, non-recourse debt		Annual interest rate varying from 6.4% to 7.2%		$	2,865,846
$2,652,349		Premium on assumed debt				$	(618,230	)
2004 Acquisitions						$	6,997,616
Total						$	8,985,741

F-19

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(5)

The following table sets forth the incremental rental revenues and operating expenses for the year ended December 31, 2003 for the properties acquired during 2004 based on their respective historical operations of such properties for the periods prior to acquisition.

			Acquisition Date		Rental Revenues			Operating Expenses			Revenues in Excess of Expenses
Eastgate Distribution Center III			3/19/2004		$	1,777,697		$	386,335		$	1,391,362
Newpoint Place I			3/31/2004			1,571,163			286,356			1,284,807
Northwest and Riverport Centers			5/03/2004			1,873,127			358,068			1,515,059
BBR Properties			6/03/2004			4,749,630			1,753,700			2,995,930
Parkwest / Mid-South			6/08/2004 / 6/29/2004			5,875,881			745,450			5,130,431
Eagles Landing / South Creek			6/08/2004			2,857,319			625,757			2,231,562
Memphis TradeCenter			6/22/2004			1,086,750			499,438			587,312
Trade Pointe			9/28/2004			854,343			164,734			689,609
Interpark 70			9/30/2004			1,000,769			239,583			761,186
RN Portfolio			10/01/2004			22,311,074			6,680,384			15,630,690
Cypress			10/22/2004			1,708,351			388,855			1,319,496
Bayside Distribution Center			11/03/2004			2,070,967			415,793			1,655,174
Norcross			11/05/2004			864,299			255,383			608,916
C&L(1)			12/03/2004			—			—			—
Foothill Business Center			12/09/2004			2,396,476			459,631			1,936,845
	Total				$	50,997,846		$	13,259,467		$	37,738,379

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(1)

The C&L facilities were newly constructed and completed during 2004 and therefore no depreciation or amortization expenses have been reflected in the accompanying pro forma statement of operations for the year ended December 31, 2003, related to this acquisition.

        The properties acquired in 2004 were acquired with the net proceeds raised from the Company's public offering and with the assumption of debt.

F-20

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(6)

The following table sets forth the initial allocation of land and building and other costs based on the preliminary purchase price allocation for the 2004 property acquisitions. This table also reflects the estimated incremental depreciation and amortization for the 2004 property acquisitions using a 40 year life for building, a 20 year life for land improvements and the life of the related lease for tenant improvements and for other intangible assets based on the preliminary purchase price allocation in accordance with SFAS No. 141.

		Acquisition Date		Land			Building and Other Costs			Total Cost			Incremental Depreciation and Amortization
Eastgate Distribution Center III		3/19/2004		$	1,445,321		$	13,351,343		$	14,796,664		$	663,169
Newpoint Place I		3/31/2004			2,143,152			12,908,143			15,051,295			628,861
Northwest Business Center and Riverport Commerce Center		5/03/2004			1,578,100			13,236,421			14,814,521			1,445,001
BBR Properties		6/03/2004			2,117,679			48,668,372			50,786,051			3,824,554
Parkwest / Mid-South		6/08/2004 / 6/29/2004			8,864,800			59,077,004			67,941,804			3,412,733
Eagles Landing / South Creek		6/08/2004			5,253,300			31,245,223			36,498,523			2,426,388
Memphis TradeCenter		6/22/2004			2,335,000			22,524,076			24,859,076			1,112,572
Trade Pointe III		9/28/2004			1,020,000			7,239,775			8,259,775			402,880
Interpark 70		9/30/2004			1,383,117			7,566,005			8,949,122			785,396
RN Portfolio		10/01/2004			39,512,385			198,963,568			238,475,953			26,811,084
Cypress		10/22/2004			2,627,100			13,054,660			15,681,760			1,058,220
Bayside Distribution Center		11/03/2004			6,874,740			15,253,898			22,128,638			905,184
Norcross		11/05/2004			2,817,450			14,891,476			17,708,926			1,140,609
C&L		12/03/2004			2,408,700			16,607,757			19,016,457			1,213,044
Foothill Business Center		12/09/2004			13,314,550			9,111,995			22,426,545			1,441,726
Total				$	93,695,394		$	483,699,716		$	577,395,110		$	47,271,421

(7)

This amount represents the pro forma adjustment for the amortization of above and below market rents pursuant to SFAS 141.

(8)

For purposes of presenting pro forma weighted average shares outstanding, it has been assumed that the number of shares outstanding as of the date of latest acquisition, December 9, 2004, including the number of shares sold subsequent to December 31, 2003 (60,698,096 shares), have been outstanding since January 1, 2003.

F-21

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2004

(Unaudited)

				DCT Historical (1)			2004 Acquisitions			Other Pro Forma Adjustments			Pro Forma Consolidated
REVENUE:
	Rental revenue			$	18,023,247		$	33,001,037	(2)	$	(776,100	)(5)	$	50,248,184
	Other income				1,173,368			—			—			1,173,368
		Total Income			19,196,615			33,001,037			(776,100	)		51,421,552
EXPENSES:
	Operating expenses				3,713,764			8,248,570	(2)		—			11,962,334
	Depreciation & amortization				9,298,803			30,821,903	(3)		—			40,120,706
	Interest expense				3,194,753			4,691,972	(4)		—			7,886,725
	General and administrative expenses				2,208,341			—			—			2,208,341
		Total Operating Expenses			18,415,661			43,762,445			—			62,178,106
NET INCOME (LOSS)				$	780,954		$	(10,761,408	)	$	(776,100	)	$	(10,756,554	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
		Basic			30,315,854			—			34,369,671	(6)		64,685,525
		Diluted			30,335,854			—			34,369,671	(6)		64,705,525
NET INCOME (LOSS) PER COMMON SHARE				$	0.03								$	(0.17	)
		Basic and diluted

The accompanying notes are an integral part of this pro forma consolidated financial statement.

F-22

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DIVIDEND CAPITAL TRUST INC.

Notes to Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2004

(Unaudited)

(1)

Reflects the historical consolidated statement of operations of the Company for the nine months ended September 30, 2004. Please refer to the Dividend Capital Trust Inc.'s historical consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2004.

(2)

The following table sets forth the pro forma incremental rental revenues and operating expenses of the properties acquired during 2004 for the nine months ended September 30, 2004, based on the respective historical operations of such properties for the period prior to acquisition.

			Acquisition Date		Rental Revenues			Operating Expenses			Revenues in Excess of Expenses
Eastgate Distribution Center III			3/19/2004		$	447,437		$	86,824		$	360,613
Newpoint Place I			3/31/2004			333,875			66,511			267,364
Northwest and Riverport Centers			5/03/2004			534,002			85,462			448,540
BBR Properties			6/03/2004			2,447,412			766,857			1,680,555
Parkwest / Mid-South			6/08/2004 / 6/29/2004			2,511,255			355,173			2,156,082
Eagles Landing / South Creek			6/08/2004			1,552,298			292,941			1,259,357
Memphis TradeCenter			6/22/2004			1,025,489			119,448			906,041
Trade Pointe III			9/28/2004			607,866			86,315			521,551
Interpark 70			9/30/2004			612,891			175,901			436,990
RN Portfolio			10/01/2004			17,253,271			5,040,835			12,212,436
Cypress			10/22/2004			1,281,266			335,094			946,172
Bayside Distribution Center			11/03/2004			1,558,025			323,217			1,234,808
Norcross			11/05/2004			641,823			176,314			465,509
C&L			12/03/2004			403,435			—			403,435
Foothill Business Center			12/09/2004			1,790,692			337,678			1,453,014
	Total				$	33,001,037		$	8,248,570		$	24,752,467

        The properties acquired in 2004 were acquired with the net proceeds raised from the Company's public offerings and the assumption of mortgage debt.

F-23

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(3)

The following table sets forth the initial allocation of land and building and other costs based on the preliminary purchase price allocation for the 2004 property acquisitions. This table also reflects the estimated incremental depreciation and amortization for the 2004 property acquisitions using a 40 year life for building, a 20 year life for land improvements and the life of the related lease for tenant improvements and for other intangible assets based on the preliminary purchase price allocation in accordance with SFAS No. 141.

		Acquisition Date		Land			Building and Other Costs			Total Cost			Incremental Depreciation and Amortization
Eastgate Distribution Center III		3/19/2004		$	1,445,321		$	13,351,343		$	14,796,664		$	165,792
Newpoint Place I		3/31/2004			2,143,152			12,908,143			15,051,295			157,215
Northwest Business Center and Riverport Commerce Center		5/03/2004			1,578,100			13,236,421			14,814,521			488,283
BBR Properties		6/03/2004			2,117,679			48,668,372			50,786,051			1,618,080
Parkwest / Mid-South		6/08/2004 / 6/29/2004			8,864,800			59,077,004			67,941,804			1,490,727
Eagles Landing / South Creek		6/08/2004			5,253,300			31,245,223			36,498,523			1,059,878
Memphis TradeCenter		6/22/2004			2,335,000			22,524,076			24,859,076			528,777
Trade Pointe III		9/28/2004			1,020,000			7,239,775			8,259,775			298,852
Interpark 70		9/30/2004			1,383,117			7,566,005			8,949,122			586,898
RN Portfolio		10/01/2004			39,512,385			198,963,568			238,475,953			20,108,313
Cypress		10/22/2004			2,627,100			13,054,660			15,681,760			793,665
Bayside Distribution Center		11/03/2004			6,874,740			15,253,898			22,128,638			678,888
Norcross		11/05/2004			2,817,450			14,891,476			17,708,926			855,457
C&L		12/03/2004			2,408,700			16,607,757			19,016,457			909,783
Foothill Business Center		12/09/2004			13,314,550			9,111,995			22,426,545			1,081,295
Total				$	93,695,394		$	483,699,716		$	577,395,110		$	30,821,903

F-24

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(4)

The following table sets forth the debt which has been assumed to have been outstanding as of January 1, 2004, and the incremental interest expense that has been included in the pro forma statement of operations.

Amount			Note		Interest Rate		Incremental Interest Expense
$100,000,000			Senior secured revolving credit facility		Annual interest rate at LIBOR plus 1.125% to 1.500% or prime, at the election of Dividend Capital (approximately 4.75% as of September 30, 2004).		$	3,562,500
$41,758,380			Assumed, secured, non-recourse debt		Annual interest rate varying from 6.4% to 7.2%		$	1,438,587
$2,652,349			Premium on assumed debt				$	(309,115	)
	Total						$	4,691,972

(5)

This amount represents the pro forma adjustment for the amortization of above and below market rents pursuant to SFAS 141.

(6)

For purposes of presenting pro forma weighted average shares outstanding, it has been assumed that the number of shares outstanding as of the date of latest acquisition, December 9, 2004, including the number of shares sold subsequent to September 30, 2004 (34,369,671 shares), have been outstanding since January 1, 2003.

F-25

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QuickLinks

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 9.01 Financial Statements and Exhibits.

SIGNATURES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DIVIDEND CAPITAL TRUST INC. Bayside Distribution Center Statements of Revenues and Certain Expenses
DIVIDEND CAPITAL TRUST INC. Notes to Statements of Revenues and Certain Expenses (Information for September 30, 2004 is Unaudited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DIVIDEND CAPITAL TRUST INC. Norcross Facilities Statements of Revenues and Certain Expenses
DIVIDEND CAPITAL TRUST INC. Notes to Statements of Revenues and Certain Expenses (Information for September 30, 2004 is Unaudited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DIVIDEND CAPITAL TRUST INC. Foothill Business Center Statements of Revenues and Certain Expenses
DIVIDEND CAPITAL TRUST INC. Notes to Statements of Revenues and Certain Expenses (Information for September 30, 2004 is Unaudited)
DIVIDEND CAPITAL TRUST INC. Pro Forma Financial Information (Unaudited)
DIVIDEND CAPITAL TRUST INC. Pro Forma Consolidated Balance Sheet September 30, 2004 (Unaudited)
DIVIDEND CAPITAL TRUST INC. Notes to Pro Forma Consolidated Balance Sheet (Unaudited)
DIVIDEND CAPITAL TRUST INC. Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2003 (Unaudited)
DIVIDEND CAPITAL TRUST INC. Notes to Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2003 (Unaudited)
DIVIDEND CAPITAL TRUST INC. Pro Forma Consolidated Statement of Operations For the Nine Months Ended September 30, 2004 (Unaudited)
DIVIDEND CAPITAL TRUST INC. Notes to Pro Forma Consolidated Statement of Operations For the Nine Months Ended September 30, 2004 (Unaudited)