##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-32649
  COGDELL SPENCER INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland(State or other jurisdiction
    of
    incorporation or organization)

20-3126457(I.R.S. Employer
    Identification No.)4401 Barclay Downs Drive, Suite 300
    Charlotte, North Carolina(Address of principal
    executive offices)

28209(Zip
    code)   Registrants telephone number, including area code:
 (704) 940-2900
  Securities
    Registered Pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.01 par value

New York Stock Exchange, Inc.   Securities
    Registered Pursuant to Section 12(g) of the Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





COGDELL
    SPENCER INC.
  TABLE OF
    CONTENTS
   
 PagePART IItem 1


Business


1Item 1A


Risk Factors


10Item 1B


Unresolved Staff Comments


30Item 2


Properties


30Item 3


Legal Proceedings


33Item 4


Submission of Matters to a Vote of Securities
    Holders


34PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


34Item 6


Selected Financial Data


37Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


41Item 7A


Quantitative and Qualitative Disclosures about
    Market Risk


52Item 8


Financial Statements and Supplementary Data


53Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


89Item 9A


Controls and Procedures


89Item 9B


Other Information


91PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


91Item 11


Executive Compensation


91Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


91Item 13


Certain Relationships, Related Transactions, and
    Director Independence


92Item 14


Principal Accounting Fees and Services


92PART IVItem 15


Exhibits and Financial Statement Schedules


92SIGNATURESExhibit 10.26Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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Explanatory
    Note
  Note that the financial statements included in this report
    for the period from January 1, 2005 to October 31,
    2005, contain the results of operations and financial condition
    of Cogdell Spencer Inc. Predecessor, which is not a legal
    entity, but represents a combination of certain real estate
    entities based on common management by Cogdell Spencer Advisors,
    Inc. In addition, the financial statements covered in this
    report contain the results of operations and financial condition
    of Cogdell Spencer Inc. for the years ended December 31,
    2007 and 2006, and for the period from November 1, 2005 to
    December 31, 2005. Due to the timing of the initial public
    offering and the formation transactions, Cogdell Spencer Inc.
    (the Company) does not believe that the results of
    operations set forth in 2005 in this document are necessarily
    indicative of the Companys future operating results as a
    publicly-held company.
  Statements
    Regarding Forward-Looking Information
  When used in this discussion and elsewhere in this Annual
    Report on
    Form 10-K,
    the words believes, anticipates,
    projects, should, estimates,
    expects, and similar expressions are intended to
    identify forward-looking statements with the meaning of that
    term in Section 27A of the Securities Act of 1933, as
    amended, and in Section 21F of the Securities and Exchange
    Act of 1934, as amended. Actual results may differ materially
    due to uncertainties including:
  
    the Companys business strategy;
    the Companys ability to obtain future financing
    arrangements;
    estimates relating to the Companys future distributions;
    the Companys understanding of the Companys
    competition;
    the Companys ability to renew the Companys ground
    leases;
    changes in the reimbursement available to the Companys
    tenants by government or private payors;
    the Companys tenants ability to make rent payments;
    defaults by tenants;
    the Companys ability to integrate Marshall Erdman &
    Associates, Inc.;
    market trends; and
    projected capital expenditures.    forward-looking
 i




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PART I  Item 1.
    Business  The
    Company
             1




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Subsequent
    Events
      lock-up
      Revolving
    Credit Facility
   2




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Term
    Loan
    The
    Companys Management Companies
   3




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Management
    Business
    and Growth Strategies
    Operating
    Strategy
    
    Strong Relationships with Physicians and Hospitals.    
    Active Management of the Companys Properties.    
    Key On-Campus Locations. 4




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state-of-the-art
  
    Loyal and Diverse Tenant Base.  sub-specialty.
  
    Unique Focus.    Acquisition
    and Development Strategy
    
    Development Expertise.    
    Selective Development and Acquisitions.   5




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
    Develop and Maintain Strategic Relationships.  not-for-profit
  
    Investment Criteria and Funding.          Business
    Segments
   6




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Regulation
                 7




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Environmental
    Matters
  and/or and/or
  and/or
  Insurance
    Competition
    not-for-profit
 8




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Employees
    Equity
    Offerings
      Acquisitions
        Offices
  28209-4670.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330. (http://www.sec.gov) Forms 10-K, 10-Q, 8-K,
 9




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##### Table of Contents



Item 1A.
    Risk
    Factors  Risks
    Related to the Companys Properties and
    Operations
  The
    Companys real estate investments are concentrated in
    medical office buildings and healthcare related facilities,
    making the Company more vulnerable economically than if the
    Companys investments were diversified.
    Risks
    Related to the Acquisition of MEA and MEAs
    Business
  The
    acquisition of MEA could prove difficult to integrate, disrupt
    the Companys business and strain the Companys
    resources.
    
    difficulties in integrating operations, technologies, services,
    accounting and personnel;
    challenges in managing new product lines, including planning,
    architecture, engineering, construction, materials management,
    manufacturing, capital and development services;
    difficulties in supporting and transitioning customers of MEA to
    the Companys technology platforms and business processes;
    diversion of financial and management resources from existing
    operations; and
    inability to generate sufficient revenues to offset acquisition
    or investment costs.      
    the possibility that the Company has acquired substantial
    undisclosed liabilities;
    the need for further approvals;
    the risks of entering markets in which the Company has limited
    or no prior experience; and
    the possibility that the Company may be unable to recruit
    additional personnel with the necessary skills to supplement the
    management of the acquired businesses.   10




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MEA
    may experience reduced profits or, in some cases, losses under
    its guaranteed maximum price contracts if costs increase above
    its estimates.
    The
    nature of MEAs engineering, architecture, construction and
    other businesses exposes it to potential liabilities and
    disputes which may reduce its profits.
  and/or and/or
  and/or and/or
  The
    Companys ability to invest in taxable REIT subsidiaries
    (TRSs) is limited by its qualification as a REIT,
    and accordingly may limit its ability to grow the business of
    MEA.
   11




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The
    Company depends on significant tenants.
    The
    bankruptcy or insolvency of the Companys tenants under the
    Companys leases could seriously harm the Companys
    operating results and financial condition.
         12




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Adverse
    economic or other conditions in the markets in which the Company
    does business could negatively affect the Companys
    occupancy levels and rental rates and therefore the
    Companys operating results.
    
    the national economic climate in which the Company operates,
    which may be adversely impacted by, among other factors,
    industry slowdowns, relocation of businesses and changing
    demographics;
    periods of economic slowdown or recession, rising interest rates
    or declining demand for medical office buildings and healthcare
    related facilities, or the public perception that any of these
    events may occur, could result in a general decline in rental
    rates or an increase in tenant defaults;
    local or regional real estate market conditions such as the
    oversupply of medical office buildings and healthcare related
    facilities or a reduction in demand for medical office buildings
    and healthcare related facilities in a particular area;
    negative perceptions by prospective tenants of the safety,
    convenience and attractiveness of the Companys properties
    and the neighborhoods in which they are located;
    earthquakes and other natural disasters, terrorist acts, civil
    disturbances or acts of war which may result in uninsured or
    underinsured losses; and changes in the tax, real estate and
    zoning laws.    The
    majority of the Companys consolidated wholly-owned and
    joint venture properties are located in Georgia, North Carolina,
    and South Carolina, and changes in these markets may materially
    adversely affect the Company.
    The
    Company may not be successful in identifying and consummating
    suitable acquisitions or investment opportunities, which may
    impede the Companys growth and negatively affect the
    Companys results of operations.
   13




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
    competition from other real estate investors with significant
    capital, including other publicly-traded REITs and institutional
    investment funds;
    competition from other potential acquirers may significantly
    increase the purchase price for an acquisition property, which
    could reduce the Companys profitability;
    unsatisfactory results of the Companys due diligence
    investigations or failure to meet other customary closing
    conditions;
    failure to finance an acquisition on favorable terms or at all;
    the Company may spend more than the time and amounts budgeted to
    make necessary improvements or renovations to acquired
    properties; and
    the Company may acquire properties subject to liabilities and
    without any recourse, or with only limited recourse, with
    respect to unknown liabilities such as liabilities for
    clean-up of
    undisclosed environmental contamination, claims by persons in
    respect of events transpiring or conditions existing before the
    Company acquired the properties and claims for indemnification
    by general partners, directors, officers and others indemnified
    by the former owners of the properties.    If the
    Company is unable to promptly re-let its properties, if the
    rates upon such re-letting are significantly lower than expected
    or if the Company is required to undertake significant capital
    expenditures to attract new tenants, then the Companys
    business and results of operations would be adversely
    affected.
    Certain
    of the Companys properties may not have efficient
    alternative uses.
  and/or
 14




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The
    Company faces increasing competition for the acquisition of
    medical office buildings and healthcare related facilities,
    which may impede the Companys ability to make future
    acquisitions or may increase the cost of these
    acquisitions.
    The
    Company may not be successful in integrating and operating
    acquired properties.
  day-to-day
  The
    Companys medical office buildings and healthcare related
    facilities, their associated hospitals and the Companys
    tenants may be unable to compete successfully.
       15




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The
    Companys investments in development and redevelopment
    projects may not yield anticipated returns, which would harm the
    Companys operating results and reduce the amount of funds
    available for distributions.
    
    the Company may be unable to obtain financing for these projects
    on favorable terms or at all;
    the Company may not complete development projects on schedule or
    within budgeted amounts;
    the Company may encounter delays or refusals in obtaining all
    necessary zoning, land use, building, occupancy and other
    required governmental permits and authorizations;
    occupancy rates and rents at newly developed or redeveloped
    properties may fluctuate depending on a number of factors,
    including market and economic conditions, and may result in the
    Companys investment not being profitable; and
    start-up
    costs may be higher than anticipated.          Uninsured
    losses or losses in excess of the Company insurance coverage
    could adversely affect the Companys financial condition
    and the Companys cash flow.
   16




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The
    Companys mortgage agreements and ground leases contain
    certain provisions that may limit the Companys ability to
    sell certain of the Companys medical office buildings and
    healthcare related facilities.
    
    obtain the consent of the lender;
    pay a fee equal to a fixed percentage of the outstanding loan
    balance; and
    pay any costs incurred by the lender in connection with any such
    assignment or transfer.    24 of
    the Companys consolidated wholly-owned and joint venture
    properties are subject to ground leases that expose the Company
    to the loss of such properties upon breach or termination of the
    ground leases.
    Environmental
    compliance costs and liabilities associated with operating the
    Companys properties may affect the Companys results
    of operations.
     17




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Costs
    associated with complying with the Americans with Disabilities
    Act of 1990 may result in unanticipated
    expenses.
  and/or
  Risks
    Related to the Healthcare Industry
  Adverse
    trends in healthcare provider operations may negatively affect
    the Companys lease revenues and the Companys ability
    to make distributions to the Companys
    stockholders.
    
    changes in the demand for and methods of delivering healthcare
    services;
    changes in third party reimbursement policies;
    substantial competition for patients among healthcare providers;
    continued pressure by private and governmental payors to reduce
    payments to providers of services; and
    increased scrutiny of billing, referral and other practices by
    U.S. federal and state authorities.   18




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Reductions
    in reimbursement from third party payors, including Medicare and
    Medicaid, could adversely affect the profitability of the
    Companys tenants and hinder their ability to make rent
    payments to the Company.
    The
    healthcare industry is heavily regulated, and new laws or
    regulations, changes to existing laws or regulations, loss of
    licensure or failure to obtain licensure could result in the
    inability of the Companys tenants to make rent payments to
    the Company.
        The
    Companys tenants are subject to fraud and abuse laws, the
    violation of which by a tenant may jeopardize the tenants
    ability to make rent payments to the Company.
      
    the Federal Anti-Kickback Statute, which prohibits, among other
    things, the offer, payment, solicitation or receipt of any form
    of remuneration in return for, or to induce, the referral of
    Medicare and Medicaid patients;
    the Federal Physician Self-Referral Prohibition, which, subject
    to specific exceptions, restricts physicians who have financial
    relationships with healthcare providers from making referrals
    for specifically designated 19




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health services for which payment may be made under Medicare or
    Medicaid programs to an entity with which the physician, or an
    immediate family member, has a financial relationship;  
    the False Claims Act, which prohibits any person from knowingly
    presenting false or fraudulent claims for payment to the federal
    government, including under the Medicare and Medicaid
    programs; and
    the Civil Monetary Penalties Law, which authorizes the
    Department of Health and Human Services to impose monetary
    penalties for certain fraudulent acts.  and/or and/or
  Risks
    Related to the Real Estate Industry
  Illiquidity
    of real estate investments could significantly impede the
    Companys ability to respond to adverse changes in the
    performance of the Companys properties.
      Any
    investments in unimproved real property may take significantly
    longer to yield income-producing returns, if at all, and may
    result in additional costs to the Company to comply with
    re-zoning restrictions or environmental
    regulations.
  and/or
 20




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Risks
    Related to the Companys Debt Financings
  Required
    payments of principal and interest on borrowings may leave the
    Company with insufficient cash to operate the Companys
    properties or to pay the distributions currently contemplated or
    necessary to qualify as a REIT and may expose the Company to the
    risk of default under the Companys debt
    obligations.
  and/or
    
    the Companys cash flow may be insufficient to meet the
    Companys required principal and interest payments;
    the Company may be unable to borrow additional funds as needed
    or on favorable terms, including to make acquisitions;
    the Company may be unable to refinance the Companys
    indebtedness at maturity or the refinancing terms may be less
    favorable than the terms of the Companys original
    indebtedness;
    because a portion of the Companys debt bears interest at
    variable rates, an increase in interest rates could materially
    increase the Companys interest expense;
    the Company may be forced to dispose of one or more of the
    Companys properties, possibly on disadvantageous terms;
    after debt service, the amount available for distributions to
    the Companys stockholders is reduced;
    the Companys debt level could place the Company at a
    competitive disadvantage compared to the Companys
    competitors with less debt;
    the Company may experience increased vulnerability to economic
    and industry downturns, reducing the Companys ability to
    respond to changing business and economic conditions;
    the Company may default on the Companys obligations and
    the lenders or mortgagees may foreclose on the Companys
    properties that secure their loans and receive an assignment of
    rents and leases;
    the Company may violate financial covenants which would cause a
    default on the Companys obligations;
    the Company may inadvertently violate non-financial restrictive
    covenants in the Companys loan documents, such as
    covenants that require the Company to maintain the existence of
    entities, maintain insurance policies and provide financial
    statements, which would entitle the lenders to accelerate the
    Companys debt obligations; and
    the Company may default under any one of the Companys
    mortgage loans with cross-default or cross-collateralization
    provisions that could result in default on other indebtedness or
    result in the foreclosures of other properties.   21




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The
    Companys ability to pay distributions is dependent on a
    number of factors and is not assured.
  Form 10-K.
  The
    Company could become highly leveraged in the future because the
    Companys organizational documents contain no limitations
    on the amount of debt the Company may incur.
  and/or
  Increases
    in interest rates may increase the Companys interest
    expense and adversely affect the Companys cash flow and
    the Companys ability to service the Companys
    indebtedness and make distributions to the Companys
    stockholders.
    Failure
    to hedge effectively against interest rate changes may adversely
    affect the Companys results of operations.
    The
    Companys Credit Facility contains financial covenants that
    could limit the Companys operations and the Companys
    ability to make distributions to the Companys
    stockholders.
   22




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Risks
    Related to the Companys Organization and
    Structure
  The
    Companys management has limited experience operating a
    REIT or a public Company and therefore may have difficulty in
    successfully and profitably operating the Companys
    business, or complying with regulatory requirements, including
    the Sarbanes-Oxley Act of 2002.
    Mr. Cogdell,
    the Companys Chairman, and Mr. Spencer, the
    Companys Chief Executive Officer, President and a member
    of the Board of Directors, and their respective affiliates owned
    13.6% and 2.9%, respectively, as of December 31, 2007 of
    the Companys outstanding common stock and OP units on
    a fully-diluted basis and therefore have the ability to exercise
    significant influence over the Company and any matter presented
    to the Companys stockholders.
   23




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The
    Companys business could be harmed if key personnel
    terminate their employment with the Company.
    Tax
    indemnification obligations could limit the Companys
    operating flexibility by limiting the Companys ability to
    sell specified properties.
              Tax
    indemnification obligations may require the Operating
    Partnership to maintain certain debt levels.
   24




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The
    Company may pursue less vigorous enforcement of terms of
    contribution and other agreements because of conflicts of
    interest with certain of the Companys
    officers.
    Conflicts
    of interest could arise as a result of the Company UPREIT
    structure.
         25




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Certain
    provisions of the Companys organizational documents,
    including the stock ownership limit imposed by the
    Companys charter, could prevent or delay a change in
    control transaction.
    Certain
    provisions of Maryland law may limit the ability of a third
    party to acquire control of the Company.
    
    business combination provisions that, subject to
    certain limitations, prohibit certain business combinations
    between the Company and an interested stockholder
    (defined generally as any person who beneficially owns 10% or
    more of the voting power of the Companys shares or an
    affiliate thereof) for five years after the most recent date on
    which the stockholder becomes an interested stockholder, and
    thereafter impose special minimum price provisions and special
    stockholder voting requirements on these combinations; and
    control share provisions that provide that
    control shares of the Company (defined as shares
    which, when aggregated with other shares controlled by the
    stockholder, entitle the stockholder 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 ownership or control of
    control shares) have no voting rights except to the
    extent approved by the Companys stockholders by the
    affirmative vote of at least two-thirds of all the votes
    entitled to be cast on the matter, excluding all interested
    shares.   26




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The
    Board of Directors has the power to cause the Company to issue
    additional shares of the Companys stock and the general
    partner has the power to issue additional OP units without
    stockholder approval.
    The
    Companys rights and the rights of the Companys
    stockholders to take action to recover money damages from the
    Companys directors and officers are limited.
    You
    will have limited ability as a stockholder to prevent the
    Company from making any changes to the Company policies that you
    believe could harm the Companys business, prospects,
    operating results or share price.
    To the
    extent the Companys distributions represent a return of
    capital for tax purposes you could recognize an increased
    capital gain upon a subsequent sale by you of the Companys
    common stock.
   27




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Risks
    Related to Qualification and Operation as a REIT
  The
    Companys failure to qualify or remain qualified as a REIT
    would have significant adverse consequences to the Company and
    the value of the Companys common stock.
    
    the Company would not be allowed a deduction for distributions
    to stockholders in computing the Companys taxable income
    and the Company would be subject to U.S. federal income tax
    at regular corporate rates;
    the Company also could be subject to the U.S. federal
    alternative minimum tax and possibly increased state and local
    taxes; and
    unless the Company is entitled to relief under applicable
    statutory provisions, the Company could not elect to be taxed as
    a REIT for four taxable years following a year during which the
    Company was disqualified.        To
    maintain the Company REIT qualification, the Company may be
    forced to borrow funds during unfavorable market
    conditions.
   28




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Dividends
    payable by REITs generally do not qualify for reduced tax
    rates.
      Possible
    legislative or other actions affecting REITs could adversely
    affect the Company and the Companys
    stockholders.
    Complying
    with REIT requirements may cause the Company to forego otherwise
    attractive opportunities.
    The
    Company will pay some taxes.
    The
    ability of the Board of Directors to revoke the Company REIT
    election without stockholder approval may cause adverse
    consequences to the Companys stockholders.
   29




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  and/or
      AnnualizedNet








Rent perRentable








Leased


AssociatedYear


Square


Occupancy


Annualized


Square


Health CareProperty

City

Built(1)


Feet(2)


Rate


Rent(3)


Foot(4)(5)


SystemCalifornia:Verdugo ProfessionalBuilding I(6)

Glendale


1974



63,887



94.2
%

$
1,792,071


$
29.78


Verdugo Hills HospitalVerdugo ProfessionalBuilding II(6)

Glendale


1984



42,906



86.5



1,129,417



30.43


Verdugo Hills HospitalTotal California








106,793



91.1



2,921,488



30.03Georgia:Augusta POB I(6)(7)

Augusta


1978



99,494



91.6



1,196,111



13.12


University Health ServicesAugusta POB II(6)(7)

Augusta


1987



125,634



93.2



2,538,217



21.68


University Health ServicesAugusta POB III(6)(7)

Augusta


1994



47,034



100.0



904,405



19.23


University Health ServicesAugusta POB IV(6)(7)

Augusta


1995



55,134



100.0



947,613



17.19


University Health ServicesSummit Professional Plaza I(6)

Brunswick


2004



33,039



93.5



764,451



24.75


Southeast Georgia Health SystemSummit Professional Plaza II(6)

Brunswick


1998



64,233



96.0



1,712,004



27.76


Southeast Georgia Health SystemTotal Georgia








424,568



94.9



8,062,801



20.01Indiana:Methodist ProfessionalCenter One(6)(8)(16)

Indianapolis


1984



174,114



100.0



4,003,152



22.99


Methodist HospitalKentucky:Our Lady of Bellefonte(6)(8)(9)

Ashland


1997



46,907



100.0



1,151,131



24.54


Our Lady of Bellefonte HospitalAdjacent Parking Deck




1997











850,766Total Kentucky








46,907



100.0



2,001,897



24.54(10
) 30




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AnnualizedNet








Rent perRentable








Leased


AssociatedYear


Square


Occupancy


Annualized


Square


Health CareProperty

City

Built(1)


Feet(2)


Rate


Rent(3)


Foot(4)(5)


SystemLouisiana:East Jefferson Medical Office Building(6)(8)(9)

Metairie


1985



119,921



96.3



2,369,596



20.52


East Jefferson General HospitalEast Jefferson Medical Specialty Building(6)(8)(9)(11)

Metairie


1985



10,809



100.0



968,693



89.62


East Jefferson General HospitalTotal Louisiana








130,730



100.0



3,338,289



25.54New York:Central New York Medical Center(6)(17)

Syracuse


1997



111,634



100.0



3,048,682



27.31


Crouse HospitalNorth Carolina:Barclay Downs

Charlotte


1987



38,395



100.0



803,276



20.92


Birkdale Medical Village(9)(12)

Huntersville


1997



64,669



100.0



1,352,960



20.92


NorthEast Medical CenterBirkdale Retail(9)

Huntersville


2001



8,269



100.0



209,295



25.31


Cabarrus POB(6)(8)(9)

Concord


1997



84,972



98.2



1,778,315



21.31


NorthEast Medical CenterCopperfield Medical Mall(12)

Concord


1989



26,000



100.0



583,440



22.44


NorthEast Medical CenterCopperfield MOB(6)(8)(9)

Concord


2005



61,789



87.9



1,219,403



22.45


NorthEast Medical CenterEast Rocky Mount Kidney Center(9)(13)

Rocky Mount


2000



8,043



100.0



159,573



19.84


Gaston Professional Center(6)(8)(9)

Gastonia


1997



114,956



100.0



2,622,043



22.81


Caramont Health SystemAdjacent Parking Deck




1997











606,141Harrisburg Family Physicians Building(12)

Harrisburg


1996



8,202



100.0



206,690



25.20


Carolinas HealthCare SystemHarrisburg Medical Mall(9)(12)

Harrisburg


1997



18,360



100.0



459,000



25.00


NorthEast Medical CenterLincoln/ Lakemont FamilyPractice Center(12)

Lincolnton


1998



16,500



100.0



365,850



22.17


Carolinas HealthCare SystemMallard Crossing Medical Park(9)

Charlotte


1997



52,540



94.1



1,192,554



24.12


Midland Medical Mall(9)(12)

Midland


1998



14,610



92.1



369,127



27.43


NorthEast Medical CenterMulberry Medical Park(6)(8)(9)

Lenoir


1982



24,992



85.4



418,236



19.60


Caldwell Memorial Hospital,Inc.Northcross Family MedicalPractice Building(12)

Charlotte


1993



8,018



100.0



216,085



26.95


Carolinas HealthCare SystemRandolph Medical Park(9)

Charlotte


1973



84,131



60.9



1,067,339



20.83


Rocky Mount Kidney Center(9)

Rocky Mount


1990



10,105



100.0



198,765



19.67


Rocky Mount Medical Office Building(9)(18)

Rocky Mount


2002



35,393



95.7



847,902



25.03


Rocky Mount Medical Park(9)

Rocky Mount


1991



96,993



96.9



1,882,650



20.03


Rowan Outpatient Surgery Center(6)(7)(13)

Salisbury


2003



19,464



100.0



414,194



21.28


Rowan Regional Medical CenterWeddington Internal & Pediatric Medicine(12)

Concord


2000



7,750



100.0



185,380



23.92


NorthEast Medical CenterTotal North Carolina








804,151



93.2



17,158,218



22.09(14
)Pennsylvania:Lancaster Rehabilitation Hospital(6)(8)(9)(13)

Lancaster


2007



52,878



100.0



1,072,210



20.28


Lancaster General HospitalLancaster General Health Campus MOB(6)(8)(9)(18)

Lancaster


2007



64,214



87.8



1,372,337



24.34


Lancaster General HospitalTotal Pennsylvania








117,092



93.3



2,444,547



22.38South Carolina:Bon Secours St. Francis190 Andrews(6)(8)

Greenville


1994



25,902



100.0



556,251



21.48


Health SystemBaptist Northwest(9)

Columbia


1986



38,703



52.7



402,541



19.74


Beaufort Medical Plaza(6)(8)(9)

Beaufort


1999



59,340



100.0



1,226,957



20.68


Beaufort Memorial HospitalMary Black Westside(8)(9)(12)

Spartanburg


1991



37,455



100.0



787,693



21.03


Mary Black Westside Urgent CareThe Regional Medical Center of
    Orangeburg and Calhoun Counties 31




---



##### Table of Contents



AnnualizedNet








Rent perRentable








Leased


AssociatedYear


Square


Occupancy


Annualized


Square


Health CareProperty

City

Built(1)


Feet(2)


Rate


Rent(3)


Foot(4)(5)


SystemMedical Arts Center of Orangeburg(7)(9)

Orangeburg


1984



49,324



100.0



892,063



18.09Mt. Pleasant MOB(3)(6)(9)

Mt. Pleasant


2001



38,735



77.4



756,376



25.24


Roper St. Francis HealthcareOne Medical Park  HMOB(6)(8)(9)

Columbia


1984



69,840



100.0



1,615,058



23.13


Palmetto Health AllianceParkridge MOB(8)(12)

Columbia


2003



89,451



94.6



1,863,392



22.02


Sisters of CharityProvidence MOB I(6)(8)(9)

Columbia


1979



48,500



100.0



986,340



20.34


Providence Hospitals
    Sisters of CharityProvidence MOB II(6)(8)(9)

Columbia


1985



23,280



100.0



462,807



19.88


Providence Hospitals
    Sisters of CharityProvidence MOB III(6)(7)(9)

Columbia


1991



54,417



69.2



777,848



20.66


Providence HospitalsRiver Hills Medical Plaza(9)(12)

Little River


1999



27,566



100.0



847,719



30.75


Grand Strand RegionalRoper MOB(6)(8)(9)

Charleston


1990



122,785



92.6



2,305,002



20.27


Roper St. Francis HealthcareSt. Francis Community Medical Office Building(6)(8)(9)

Greenville


2001



45,140



100.0



1,176,381



26.06


Bon Secours St. Francis
    Health SystemSt. Francis MOB(6)(8)(9)

Greenville


1984



49,767



87.0



1,007,363



23.27


Bon Secours St. Francis
    Health SystemSt. Francis Medical Plaza(6)(8)(9)

Greenville


1998



62,724



61.7



733,140



18.94


Bon Secours St. Francis
    Health SystemSt. Francis Womens Center(6)(8)(9)

Greenville


1991



57,590



79.4



903,552



19.76


Bon Secours St. Francis
    Health SystemThree Medical Park(6)(8)(9)

Columbia


1988



88,755



93.8



1,860,828



22.35


Palmetto Health AllianceWest Medical I(6)(8)(9)

Charleston


2003



28,734



100.0



747,682



26.02


Roper St. Francis HealthcareTotal South Carolina








1,018,008



89.6



19,908,993



21.83Tennessee:Healthpark Medical Office Building(6)

Chattanooga


2004



52,151



100.0



1,875,984



35.97


Erlanger Health SystemPeerless Medical Center

Cleveland


2006



40,506



100.0



1,183,991



29.23


Total Tennessee








92,657



100.0



3,059,975



33.02Virginia:Hanover MOB(6)(7)

Mechanicsville


1993



56,610



100.0



1,542,405



27.25


Bon Secours Health SystemTotal








3,083,264



93.4
%

$
67,490,447


$
22.93(15
)     (1)
    
    Represents the year in which the property was placed in service.(2)
    
    Net rentable square feet represents the current square feet at a
    building under lease as specified in the lease agreements plus
    managements estimate of space available for lease. Net
    rentable square feet includes tenants proportional share
    of common areas.(3)
    
    Annualized rent represents the annualized monthly contracted
    rent under existing leases as of December 31, 2007.(4)
    
    Annualized rent per leased square foot represents annualized
    rent, excluding revenues attributable to parking, divided by the
    net rentable square feet divided by occupancy rate.(5)
    
    Unless otherwise indicated, annualized rent per leased square
    foot includes reimbursement to the Company for the payment for
    property operating (5) expenses, real estate taxes and
    insurance with respect to such property.(6)
    
    On-campus facility.(7)
    
    Subject to a restrictive deed on the property.(8)
    
    Property is a tenant under a long-term ground lease on the
    property with an unrelated third party.(9)
    
    The Company developed this property.(10)
    
    Excludes annualized rent of adjacent parking deck to Our Lady of
    Bellefonte from calculation. 32




---



##### Table of Contents



(11)
    
    East Jefferson Medical Specialty Building is recorded as a
    sales-type capital lease in the Companys consolidated
    financial statements. As such, the annualized rent related to
    the minimum lease payments is not reflected as rental revenue in
    the statement of operations. However amortization of unearned
    income is recorded in interest income.(12)
    
    Off-campus facility  hospital anchored.(13)
    
    The annualized rent per leased square foot does not include any
    payments to the Company for payment of property operating
    expenses, real estate taxes and insurance with respect to such
    property. The tenant is responsible for payment of these
    expenses.(14)
    
    Excludes annualized rent of adjacent parking deck to Gaston
    Professional Center from calculation.(15)
    
    Excludes annualized rent of adjacent parking decks to Our Lady
    of Bellefonte and Gaston Professional Center from calculation.(16)
    
    Parking revenue from an adjacent parking deck is approximately
    $1.1 million per year.(17)
    
    Parking revenue from an adjacent parking deck is approximately
    $1.3 million per year.(18)
    
    Property owned by a consolidated real estate partnership.  Joint
    Venture Properties
    AnnualizedNet








Rent perRentable








Leased








AssociatedYear


Square


Occupancy


Annualized


Square


Ownership


Debt


HealthcareProperty

City, State

Built


Feet


Rate


Rent


Foot


Percentage


Balance(1)


SystemMcLeod MOB East(2)

Florence, SC


1993



127,458



99.2
%

$
2,041,640


$
16.15



1.1
%

$
12,791,850


McLeod RegionalMedical CenterMcLeod Pee Dee Medical Park(2)

Florence, SC


1982



33,756



100.0



525,297



15.56



1.1



12,791,850


McLeod RegionalMedical CenterMcLeod MOB West(2)

Florence, SC


1986



52,574



97.9



714,456



13.88



1.1



12,791,850


McLeod RegionalMedical CenterTotal








213,788






$
3,281,393










$
12,791,850     (1)
    
    Amounts are for the entity, not just the Companys interest
    in the real estate joint venture.(2)
    
    Total debt of $12.8 million is secured by all three
    properties listed.    Item 3.
    Legal
    Proceedings   33




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information
    DividendsPeriod

High


Low


Declared2006First Quarter

$
21.51


$
17.30


$
0.35Second Quarter

$
21.13


$
18.08


$
0.35Third Quarter

$
21.29


$
18.20


$
0.35Fourth Quarter

$
22.89


$
19.71


$
0.352007First Quarter

$
22.82


$
20.62


$
0.35Second Quarter

$
21.64


$
19.51


$
0.35Third Quarter

$
20.43


$
16.20


$
0.35Fourth Quarter

$
19.39


$
15.03


$
0.35            34




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##### Table of Contents



Stockholder
    Return Performance
    Total
    Return Performance
  
  form 10-K
  Unregistered
    Sales of Equity Securities and Use of Proceeds
     35




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total Number ofEquity Securities


Approximate DollarAverage


Purchased as Part


Value of EquityTotal Number of


Price Paid


of Publicly


Securities that MayEquity Securities


Per Equity


Announced Plans


Yet Be PurchasedFor the Month of

Purchased


Security


or Programs


Under the PlanOctober 2007


3,482


$
18.54



N/A



N/ANovember 2007


24,458



19.33



N/A



N/ADecember 2007










N/A



N/ATotal


27,940


$
19.23



N/A



N/A     Equity
    Compensation Plan Information
  (c)Number ofsecurities(a)





remaining availableNumber of





for future issuancesecurities to be


(b)


under equityissued upon


Weighted average


compensation plansexercise of


exercise price of


(excludingoutstanding


outstanding


securitiesoptions, warrants,


options, warrants,


reflected inPlan category

and rights


and Rights


columns (a))Equity compensation plans approved by security holders


N/A(1
)


N/A



593,607Equity compensation plans not approved by security holders










Total


N/A(1
)


N/A



593,607     (1)
    
    These amounts include information related to the Companys
    2005 Long-Term Incentive Plan. As of December 31, 2007, the
    Company issued 58,100 shares of restricted stock and
    348,293 Long-term Incentive Plan (LTIP) units. 36




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Form 10-K.
  Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -


For the year ended December 31,December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005


2004


2003(In thousand, except per share amounts)Statements of Operations Data:Revenues:Rental

$
62,908


$
52,614


$
7,006


$
35,794


$
40,440


$
38,783Management fee revenue


2,137



1,304



136



770



1,230



1,182Expense reimbursements


1,365



773



94



565



840



806Development fee revenue


290



158



85



680



1,134



179Interest and other income


1,194



928



127



879



843



849Total revenues


67,894



55,777



7,448



38,688



44,487



41,799Expenses:Property operating and management


25,704



19,848



2,583



13,058



14,756



14,032General and administrative


7,482



6,368



7,791



5,129



3,075



2,928Depreciation and amortization


27,758



30,273



4,125



8,444



9,561



11,381Interest


15,964



14,199



1,500



8,222



9,024



9,760Loss from early extinguishment of debt






37



103











Total expenses


76,908



70,725



16,102



34,853



36,416



38,101Income (loss) from continuing operations before gain on sale
    of real estate properties, equity earnings (loss) on
    unconsolidated real estate partnerships and minority
    interests


(9,014
)


(14,948
)


(8,654
)


3,835



8,071



3,698Gain on sale of real estate properties






484















Equity earnings (loss) on unconsolidated real estate partnerships


20



4



3



(47
)


(60
)


(74
)Minority interests


2,653



5,087



3,054











 37




---



##### Table of Contents



Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -


For the year ended December 31,December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005


2004


2003(In thousand, except per share amounts)Income (loss) from continuing operations


(6,341
)


(9,373
)


(5,597
)


3,788



8,011



3,624Discontinued operations:Income (loss) from discontinued operations






(9
)


(4
)


36



33



47Gain on sale of real estate properties






435















Minority interests in operating partnership






(150
)


1











Total discontinued operations






276



(3
)


36



33



47Net income (loss)

$
(6,341
)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044


$
3,671Per Share:Declared dividend

$
1.40


$
1.40


$
0.2333Loss from continuing operations  basic and diluted

$
(0.57
)

$
(1.17
)

$
(0.70
)Net loss  basic and diluted

$
(0.57
)

$
(1.14
)

$
(0.70
)Weighted average shares  basic and diluted


11,056



7,975



7,972Selected Balance Sheet Data:Assets:Real estate properties, net

$
455,063


$
351,172


$
257,144






$
155,376


$
148,439Other assets, net


51,174



41,886



49,808







21,915



16,411Other assets  held for sale










1,530







1,134



1,149Total assets

$
506,237


$
393,058


$
308,482






$
178,425


$
165,999Liabilities and owners equity (deficit):Mortgages and line of credit

$
316,704


$
262,031


$
158,974






$
213,536


$
201,133Other liabilities, net


27,277



17,351



7,750







10,016



10,532Other liabilities  held for sale










1,272







1,300



1,421Minority interests


47,221



54,001



62,018











Owners equity (deficit)


115,035



59,675



78,468







(46,427
)


(47,087
)Total liabilities and owners equity (deficit)

$
506,237


$
393,058


$
308,482






$
178,425


$
165,999 38




---



##### Table of Contents



Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -


For the year ended December 31,December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005


2004


2003(In thousand, except per share amounts)Cash Flow Data:Net cash provided by operating activities

$
23,796


$
15,900


$
1,635


$
10,312


$
16,089


$
12,738Net cash used in investing activities

$
(117,298
)

$
(103,587
)

$
(27,462
)

$
(5,939
)

$
(13,767
)

$
(7,523
)Net cash provided by (used in) financing activities

$
96,055


$
78,932


$
35,398


$
(5,863
)

$
1,880


$
(6,339
)Other Data:Funds from operations(1)

$
18,259


$
15,037


$
(4,518
)

$
12,303


$
17,656


$
13,462Weighted average shares and units  basic


15,621



12,590



12,197Weighted average shares and units  diluted


15,637



12,612



12,225     (1)
    
    As defined by the National Association of Real Estate Investment
    Trusts, or NAREIT, funds from operations, or FFO, represents net
    income (computed in accordance with generally accepted
    accounting principles, or GAAP), excluding gains from sales of
    property, plus real estate depreciation and amortization
    (excluding amortization of deferred financing costs) and after
    adjustments for unconsolidated partnerships and joint ventures.
    The Company adjusts the NAREIT definition to add back minority
    interests in operating partnership. The Company presents FFO
    because the Company considers it an important supplemental
    measure of the Companys operational performance and
    believes it is frequently used by securities analysts, investors
    and other interested parties in the evaluation of REITs, many of
    which present FFO when reporting their results. FFO is intended
    to exclude GAAP historical cost depreciation and amortization of
    real estate and related assets, which assumes that the value of
    real estate assets diminishes ratably over time. Historically,
    however, real estate values have risen or fallen with market
    conditions. Because FFO excludes depreciation and amortization
    unique to real estate, gains and losses from property
    dispositions and extraordinary items, it provides a performance
    measure that, when compared year over year, reflects the impact
    to operations from trends in occupancy rates, rental rates,
    operating costs, development activities and interest costs,
    providing perspective not immediately apparent from net income.
    The Company computes FFO in accordance with standards
    established by the Board of Governors of NAREIT in its March
    1995 White Paper (as amended in November 1999 and April 2002)
    and adjusts for the add back of minority interests in operating
    partnership. The Companys methodology may differ from the
    methodology for calculating FFO utilized by other equity REITs
    and, accordingly, may not be comparable to such other REITs.
    Further, FFO does not represent amounts available for
    managements discretionary use because of needed capital
    replacement or expansion, debt service obligations, or other
    commitments and uncertainties. FFO should not be considered as
    an alternative to net income (loss) (computed in accordance with
    GAAP) as an indicator of the Companys performance, nor is
    it indicative of funds available to fund the Companys cash
    needs, including the Companys ability to pay dividends or
    make distributions. 39




---



##### Table of Contents



Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -


For the Year Ended December 31,December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005


2004


2003Funds from operations:Net income (loss)

$
(6,341
)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044


$
3,671Minority interests in operating partnership


(2,738
)


(5,058
)


(3,055
)










Real estate related depreciation and amortization


27,165



30,052



4,128



8,384



9,533



9,702Unconsolidated entities real estate related depreciation
    and amortization


173



59



9



95



79



89Gain on sale of real estate properties






(919
)














Total funds from operations

$
18,259


$
15,037


$
(4,518
)

$
12,303


$
17,656


$
13,462  40




---



##### Table of Contents



Item 7.
    Management
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    the Cogdell Spencer Inc. and Cogdell Spencer Inc. Predecessor
    Consolidated and Combined Financial Statements and Notes thereto
    appearing elsewhere in this Annual Report on
    Form 10-K.
    Where appropriate, the following discussion includes analysis of
    the effects of the Companys Offering, the Formation
    Transactions and related refinancing transactions and certain
    other transactions. The Company makes statements in this section
    that are forward-looking statements within the meaning of the
    federal securities laws. For a complete discussion of
    forward-looking statements, see the section in this Annual
    Report on
    Form 10-K
    entitled Statements Regarding Forward-Looking
    Information. Certain risk factors may cause actual
    results, performance or achievements to differ materially from
    those expressed or implied by the following discussion. For a
    discussion of such risk factors, see the section in this Annual
    Report on
    Form 10-K
    entitled Risk Factors.
  Overview
      and/or
  
    59 consolidated wholly-owned and joint venture properties;
    Three joint venture properties; and
    53 properties owned by third parties that the Company manages.    Factors
    Which May Influence Future Results of Operations
     41




---



##### Table of Contents



Critical
    Accounting Policies
    Form 10-K.
  Investments
    in Real Estate
  Acquisition of real estate. Form 10-K.
  Useful lives of assets.
 42




---



##### Table of Contents



Asset impairment valuation.
  Revenue
    Recognition
     43




---



##### Table of Contents



REIT
    Qualification Requirements
    Changes
    in Financial Condition
    Results
    of Operations
      Property
    Summary
    Year Ended


Year EndedDecember 31,


December 31,2007


2006Properties at January 1


51



45Consolidation of Rocky Mount MOB LLC






1Acquisitions


5



6In-service completed developments


2



Lease-up
    completed development


1



Dispositions






(1
)Properties at December 31


59



51     (1) lease-up
  Year
    ended December 31, 2007 compared to year ended
    December 31, 2006
  Revenue.
 44




---



##### Table of Contents



Property Operating and Management
    Expenses.
  Interest Expense.
  Depreciation and Amortization
    Expenses.
  General and Administrative Expenses.
  Minority Interests in Operating
    Partnership.
  Year
    ended December 31, 2006 compared to year ended
    December 31, 2005
  Revenue.
     45




---



##### Table of Contents



Property Operating and Management
    Expenses.
  Interest Expense.
    Depreciation and Amortization
    Expenses.
  General and Administrative Expenses.
  Minority Interests in Operating
    Partnership.
  Cash
    Flows
  Year
    Ended December 31, 2007 compared to the Year Ended
    December 31, 2006
   46




---



##### Table of Contents



Year
    Ended December 31, 2006 compared to the Year Ended
    December 31, 2005
        Construction
    in Progress
    Estimated








EstimatedCompletion


Net Rentable


Investment


TotalProperty

Location


Date


Square Feet


to Date


InvestmentMebane Medical Office Building(1)


Mebane, NC



2Q 2008



60,000


$
11,831


$
16,200Land and pre-construction developments














1,549



60,000


$
13,380


$
16,200     (1)
    
    Owned by Mebane Medical Investors, LLC, which is a consolidated
    real estate partnership. The Company had a 49% ownership
    interest at December 31, 2007. 47




---



##### Table of Contents



lease-up (1) lease-up
  Liquidity
    and Capital Resources
            Business
 48




---



##### Table of Contents



Long-Term
    Liquidity Needs
     49




---



##### Table of Contents



Contractual
    Obligations
    2008


2009


2010


2011


2012


Thereafter


TotalObligation:Long-term debt principal payments and maturities(1)

$
127,313


$
47,246


$
25,974


$
3,898


$
6,699


$
105,245


$
316,375Standby letters of credit(2)


1,908























1,908Interest payments(3)


17,513



10,900



7,819



6,897



6,742



19,004



68,875Purchase commitments(4)


1,798























1,798Ground leases(5)


271



271



271



271



272



7,950



9,306Operating leases(6)


101



92



17



10



2







222Total

$
148,904


$
58,509


$
34,081


$
11,076


$
13,715


$
132,199


$
398,484     (1)
    
    Includes notes payable under the Companys Credit Facility.(2)
    
    As collateral for performance on a mortgage note payable, the
    Company is contingently liable under a standby letter of credit,
    which also reduces the availability under the Credit Facility.(3)
    
    Assumes one-month LIBOR of 4.60% and Prime Rate of 7.25% (rates
    as of December 31, 2007).(4)
    
    These purchase commitments are related to the Companys
    development projects that are currently under construction.(5)
    
    Substantially all of the ground leases effectively limit the
    Companys control over various aspects of the operation of
    the applicable property, restrict the Companys ability to
    transfer the property and allow the lessor the right of first
    refusal to purchase the building and improvements. All of the
    ground leases provide for the property to revert to the lessor
    for no consideration upon the expiration or earlier termination
    of the ground lease.(6)
    
    Payments under operating lease agreements relate to several of
    our properties equipment leases. The future minimum lease
    commitments under these leases are as indicated above.    Off-Balance
    Sheet Arrangements
    Real
    Estate Taxes
    Inflation
   50




---



##### Table of Contents



Seasonality
    Recent
    Accounting Pronouncements
             51




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk       52




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  INDEX TO
    THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
   
  PageReport of Independent Registered Public
    Accounting Firm


54Consolidated Balance Sheets as of
    December 31, 2007 and 2006


55Consolidated and Combined Statements of
    Operations for Cogdell Spencer Inc. for the years ended
    December 31, 2007, 2006, and for the period
    November 1, 2005 through December 31, 2005 and for
    Cogdell Spencer Inc. Predecessor for the period January 1,
    2005 through October 31, 2005


56Consolidated and Combined Statements of
    Stockholders and Owners Equity (Deficit) for Cogdell
    Spencer Inc. for the years ended December 31, 2007, 2006,
    and for the period November 1, 2005 through
    December 31, 2005 and for Cogdell Spencer Inc. Predecessor
    for the period January 1, 2005 through October 31,
    2005


57Consolidated and Combined Statements of Cash
    Flows for Cogdell Spencer Inc. for the years ended
    December 31, 2007, 2006, and for the period
    November 1, 2005 through December 31, 2005 and for
    Cogdell Spencer Inc. Predecessor for the period January 1,
    2005 through October 31, 2005


58Notes to Consolidated and Combined Financial
    Statements


59Supplemental Schedule 
    Schedule III  Real Estate and Accumulated
    Depreciation


86Notes to Schedule III  Real
    Estate and Accumulated Depreciation


88   53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
    
  March 17,
    2008
 54




---



##### Table of Contents



COGDELL
    SPENCER INC.
 CONSOLIDATED
    BALANCE SHEETS  December 31, 2007


December 31, 2006(In thousands, except per share amounts)ASSETSReal estate properties:Land

$
30,673


$
22,768Buildings and improvements


455,606



339,214Less: Accumulated depreciation


(44,596
)


(23,664
)Total operating real estate properties, net


441,683



338,318Construction in progress


13,380



12,854Total real estate properties, net


455,063



351,172Cash and cash equivalents


3,555



1,029Restricted cash


1,803



982Investment in capital lease


5,888



6,193Acquired above market leases, net of accumulated amortization of
    $516 in 2007 and $290 in 2006


1,033



966Acquired in place lease value and deferred leasing costs, net of
    accumulated amortization of $17,739 in 2007 and $11,184 in 2006


20,358



18,205Acquired ground leases, net of accumulated amortization of $217
    in 2007 and $146 in 2006


3,021



3,092Deferred financing costs, net of accumulated amortization of
    $689 in 2007 and $342 in 2006


1,570



1,018Goodwill


5,335



5,326Other assets


8,611



5,075Total assets

$
506,237


$
393,058LIABILITIES AND STOCKHOLDERS EQUITYNotes payable under line of credit

$
79,200


$
77,487Mortgage loans


237,504



184,544Accounts payable and other liabilities


17,744



9,851Accrued dividends and distributions


5,757



4,404Acquired below market leases, net of accumulated amortization of
    $2,327 in 2007 and $1,384 in 2006


3,776



3,096Total liabilities


343,981



279,382Commitments and contingenciesMinority interests in real estate partnerships


2,434



157Minority interests in operating partnership


44,787



53,844Stockholders equity:Preferred stock, $0.01 par value; 50,000 shares
    authorized, none issued or outstanding






Common Stock; $0.01 par value; 200,000 shares
    authorized, 11,948 and 8,000 shares issued and outstanding
    in 2007 and 2006, respectively


119



80Additional paid-in capital


166,901



87,224Accumulated other comprehensive income (loss)


(1,234
)


73Accumulated deficit


(50,751
)


(27,702
)Total stockholders equity


115,035



59,675Total liabilities and stockholders equity

$
506,237


$
393,058    55




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
 CONSOLIDATED
    AND COMBINED STATEMENTS OF OPERATIONS  Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005(In thousands, except per share amounts)Revenues:Rental

$
62,908


$
52,614


$
7,006


$
14,078Rental  related party














21,716Management fee revenue


2,137



1,304



136



770Expense reimbursements


1,365



773



94



565Development fee revenue


290



158



85



680Interest and other income


1,194



928



127



879Total revenues


67,894



55,777



7,448



38,688Expenses:Property operating and management


25,704



19,848



2,583



13,058General and administrative


7,482



6,368



7,791



5,129Depreciation


20,912



20,177



2,713



8,386Amortization


6,846



10,096



1,412



58Interest


15,964



14,199



1,500



8,222Prepayment penalty on early extinguishment of debt






37



103



Total expenses


76,908



70,725



16,102



34,853Income (loss) from continuing operations before equity in
    earnings (loss) of unconsolidated real estate partnerships, gain
    from sale of real estate partnership interests, minority
    interest in real estate partnerships, minority interests in
    operating partnership, and discontinued operations


(9,014
)


(14,948
)


(8,654
)


3,835Equity in earnings (loss) of unconsolidated real estate
    partnerships


20



4



3



(47
)Gain from sale of real estate partnership interests






484







Minority interests in real estate partnerships


(85
)


(121
)






Minority interests in operating partnership


2,738



5,208



3,054



Income (loss) from continuing operations


(6,341
)


(9,373
)


(5,597
)


3,788Discontinued operations:Income (loss) from discontinued operations






(9
)


(4
)


36Gain from sale of real estate property






435







Minority interests in operating partnership






(150
)


1



Total discontinued operations






276



(3
)


36Net income (loss)

$
(6,341
)

$
(9,097
)

$
(5,600
)

$
3,824Per share data  basic and dilutedLoss from continuing operations

$
(0.57
)

$
(1.17
)

$
(0.70
)Income from discontinued operations






0.03



Net loss

$
(0.57
)

$
(1.14
)

$
(0.70
)Weighted average common shares  basic and diluted


11,056



7,975



7,972    56




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
 CONSOLIDATED
    AND COMBINED STATEMENTS OF STOCKHOLDERS AND 
    OWNERS EQUITY (DEFICIT)  Unamortized


AccumulatedNumber of





Additional


Restricted


Other





PredecessorsCommon


Common


Paid-in


Stock


Comprehensive


Accumulated


OwnersShares


Stock


Capital


Compensation


Income


Deficit


Deficit


Total(In thousands)Balance at December 31, 2004


























(46,427
)


(46,427
)Contributions


























320



320Distributions


























(9,250
)


(9,250
)Net income


























3,824



3,824Balance at October 31, 2005





$



$



$



$



$



$
(51,533
)

$
(51,533
)The CompanyIssuance of common stock, net of costs and adjusted for EITF
    94-2
    historical cost basis


7,942


$
79


$
85,516


$



$



$



$



$
85,595Net loss






















(5,600
)






(5,600
)Grants of restricted stock


58



1



638



(639
)














Restricted stock vested at Offering














327















327Amortization of restricted stock grants














13















13Dividends to common stockholders






















(1,867
)






(1,867
)Balance at December 31, 2005


8,000



80



86,154



(299
)






(7,467
)






78,648Comprehensive loss:Net loss






















(9,097
)






(9,097
)Unrealized gain on interest rate swaps


















73











73Comprehensive loss






























(9,024
)Amortization of restricted stock grants










88



















88Dividends to common stockholders






















(11,197
)






(11,197
)Transfer of unamortized restricted stock compensation to
    additional paid-in capital










(299
)


299















Cumulative effect adjustment associated with the implementation
    of EITF 04-5










(785
)










59







(726
)Adjustment to record change of interest in the operating
    partnership due to the issuance of operating partnership units
    in excess of book value










2,066



















2,066Balance at December 31, 2006


8,000


$
80


$
87,224


$



$
73


$
(27,702
)

$



$
59,675Comprehensive loss:Net loss






















(6,341
)






(6,341
)Unrealized loss on interest rate swaps


















(1,307
)










(1,307
)Comprehensive loss






























(7,648
)Issuance of common stock, net of costs


3,950



39



78,425



















78,464Conversion of operating partnership units to common stock










6



















6Vesting of restricted stock grants










20



















20Amortization of restricted stock grants










69



















69Forfeiture of restricted stock grants


(2
)


























Dividends to common stockholders






















(16,708
)






(16,708
)Adjustment to record change of interest in the operating
    partnership due to the issuance of operating partnership units
    in excess of book value










1,157



















1,157Balance at December 31, 2007


11,948


$
119


$
166,901


$



$
(1,234
)

$
(50,751
)

$



$
115,035    57




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
 CONSOLIDATED
    AND COMBINED STATEMENTS OF CASH FLOWS  Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -December 31,2007


December 31, 2006


December 31,2005


October 31, 2005(In thousands)Operating activities:Net loss

$
(6,341
)

$
(9,097
)

$
(5,600
)

$
3,824Adjustments to reconcile net loss to cash provided by operating
    activities:Minority interests


(2,653
)


(4,937
)


(3,055
)


Gain from sale of real estate partnership interests






(484
)






Gain from sale of real estate property  discontinued
    operations






(435
)






Depreciation and amortization (including amounts in discontinued
    operations)


27,758



30,325



4,142



8,480Amortization of acquired above market leases and acquired below
    market leases, net (including amounts in discontinued operations)


(723
)


(990
)


(134
)


Straight line rental revenue


(445
)


(189
)


(7
)


(603
)Amortization of deferred finance costs and debt premium


271



92



(18
)


371Equity-based compensation


183



88



6,397



Equity in loss (earnings) of unconsolidated real estate
    partnerships


(20
)


(4
)


(3
)


47Prepayment penalty for early extinguishment of debt






37







Write-off of debt premium upon extinguishment of debt










(70
)


Change in fair value of interest rate swap agreements






(9
)


(14
)


(2,436
)Termination of interest rate swap agreements






736







Changes in operating assets and liabilities:Other assets


(369
)


(966
)


144



(1,509
)Accounts payable and other liabilities


6,108



1,733



(147
)


2,138Net cash provided by operating activities


23,769



15,900



1,635



10,312Investing activities:Cash paid in Formation Transactions, net of cash assumed










(27,032
)


Investment in real estate properties and businesses


(112,355
)


(104,778
)


(2,715
)


(6,067
)Purchase of minority interests in operating partnership


(4,340
)


(1,414
)






61Proceeds from sale of real estate property and capital lease


305



2,215



51



(82
)Proceeds from sale of real estate partnership interests






587







Purchase of corporate equipment


(576
)Distributions received from unconsolidated real estate
    partnerships


14



6







Decrease (increase) in restricted cash


(346
)


(203
)


2,234



149Net cash used in investing activities


(117,298
)


(103,587
)


(27,462
)


(5,939
)Financing activities:Proceeds from mortgage notes payable


70,257



43,270



4,550



1,987Repayments of mortgage notes payable


(33,361
)


(8,675
)


(71,357
)


(4,154
)Proceeds from line of credit


82,400



92,250



19,600



3,198Repayments to line of credit


(80,687
)


(34,363
)


(4,711
)


Prepayment penalty for early extinguishment of debt






(37
)






Equity contributions to Predecessor entities














142Net proceeds from sale of common stock


78,463







91,368



Dividends and distributions


(21,705
)


(12,981
)


(2,886
)


(7,026
)Equity contributions by partners in consolidated real estate
    partnerships


1,848











Distributions to minority interests in real estate partnership


(117
)


(134
)


(222
)


Payment of deferred financing costs


(1,043
)


(398
)


(944
)


(10
)Net cash provided by (used in) financing activities


96,055



78,932



35,398



(5,863
)Increase (decrease) in cash and cash equivalents


2,526



(8,755
)


9,571



(1,490
)Balance at beginning of period


1,029



9,571







13,459Cumulative effect adjustment associated with the implementation
    ofEITF 04-5






213







Balance at end of period

$
3,555


$
1,029


$
9,571


$
11,969Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest

$
15,355


$
13,372


$
1,672


$
10,464Cash paid for income taxes

$
307


$



$



$
Supplemental cash flow information  noncash
    investing and financing activities:Acquisitions:Common stock and limited partnership units issued in connection
    with the acquisition of real estate properties and businesses,
    net of EITF
    94-2
    historical cost basis adjustment


3,583



6,017



55,773



Debt assumed with purchase of properties


16,238



5,178



212,393



Assumption of accounts payable and accrued expenses and interest
    rate swap agreements










5,194



Assumption of construction in progress, restricted cash, and
    other assets










5,016



Contributions receivable














178Investment in real estate costs contributed by partner in a
    consolidated real estate partnership


460











Accrued dividends and distributions


5,771



4,404







2,348Negative carrying amount in unconsolidated real estate
    partnership distributed to owners














124    58




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR



NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  1.
    Organization
    and Ownership      and/or
 59




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Number ofEntity

Property Location

Property Type

PropertiesAugusta Medical Partners, LLC

Augusta, GA

Medical Office


4Baptist Northwest Limited Partnership

Columbia, SC

Medical Office


1Barclay Downs Associates, LLC/Matthews Land Group, LLC

Charlotte, NC

Corporate Offices


1Beaufort Medical Plaza, LLC

Beaufort, SC

Medical Office


1Cabarrus Medical Partners, LLC

Greater Concord, NC

Medical Office


5Cabarrus POB, LLC

Concord, NC

Medical Office


1Cogdell Investors (Birkdale), LLC

Huntersville,  NC

Wellness, Medical Office


1Cogdell Investors (Mallard), LLC

Charlotte, NC

Medical Office


1Cogdell Investors (Birkdale II), LLC

Huntersville, NC

Retail Center


1Copperfield MOB, LLC

Concord, NC

Medical Office


1East Jefferson Medical Office Building Limited Partnership

Metairie, LA

Medical Office


1East Jefferson Medical Specialty Building Limited Partnership

Metairie, LA

Medical Office


1Medical Office, KidneyEast Rocky Mount Kidney Center, LLC

Rocky Mount, NC

Dialysis


1Franciscan Development Company, LLC

Ashland, KY

Medical Office, Surgery


1Gaston MOB, LLC

Gastonia, NC

Medical Office


1HMOB Associates Limited Partnership

Columbia, SC

Medical Office


1Medical Arts Center of Orangeburg General Partnership

Orangeburg, SC

Medical Office


1Medical Investors, LLC, Medical Investors I, LLC, Medical
    Investors III, LLC

Charlotte, NC and Charleston, SC

Medical Office


5Medical Park Three Limited Partnership

Columbia, SC

Medical Office


1Mulberry Medical Park Limited Partnership

Lenoir, NC

Medical Office


1Providence Medical Office Building, LLC

Columbia, SC

Medical Office


3River Hills Medical Associates, LLC

Little River, SC

Medical Office


1Rocky Mount Kidney Center Limited



Medical Office, KidneyPartnership

Rocky Mount, NC

Dialysis


1Rocky Mount MOB, LLC

Rocky Mount, NC

Medical Office


1Rocky Mount Medical Park Limited Partnership

Rocky Mount, NC

Medical Office


1Roper MOB, LLC

Charleston, SC

Medical Office


1Rowan OSC Investors, LLC

Salisbury, NC

Surgery Center


1St. Francis Community MOB, LLC

Greenville, SC

Medical Office


2St. Francis Medical Plaza, LLC

Greenville, SC

Medical Office


2West Medical Office I, LLC

Charleston, SC

Medical Office


1  60




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
  04-5
    Use of
    Estimates in Financial Statements
    Revenue
    Recognition
       61




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      No. 01-14,
  Income
    Taxes
          Comprehensive
    Income or Loss
   62




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
      Restricted
    Cash
    Real
    Estate Properties and Related Intangible Assets
           63




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  lease-up lease-up
      Repairs,
    Maintenance and Major Improvements
    Capitalization
    of Interest
    Tenant
    Receivables
    Investment
    in Capital Lease
    Deferred
    Financing Costs
   64




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Unconsolidated
    Real Estate Partnerships
  78-9,
  Goodwill
    Guarantees
    Fair
    Value of Financial Instruments
    Offering
    Costs
    Stock
    Based Compensation
   65




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
             66




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    3.  Minimum
    Future Rental Revenues
      For the year ending:2008

$
63,2832009


56,3782010


46,6842011


39,2582012


28,384Thereafter


94,378$
328,365     December 31,


December 31,2007


2006Total minimum lease payments

$
13,422


$
14,187Less: Unearned income


(7,534
)


(7,994
)Investment in capital lease

$
5,888


$
6,193     For the year ending:2008

$
7722009


7782010


7832011


7902012


796Thereafter


9,503$
13,422  67




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Acquisitions
    and Dispositions          Land

$
7,799Building and improvements


73,277Acquired in place lease value and deferred leasing costs


8,629Acquired above market leases


290Restricted cash  mortgage lender escrow for capital
    improvements


475Acquired below market leases


(1,613
)Total purchase price allocated

$
88,857            68




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Land

$
5,719Building and improvements


85,136Acquired in place lease value and deferred leasing costs


6,853Acquired below market ground leases


232Acquired above market leases


376Acquired below market leases


(1,417
)Other assets


1,232Interest rate cap transaction agreement


245Deferred tax liability


(242
)Acquired above market ground lease


(191
)Goodwill


2,451Total purchase price allocated

$
100,394     Company


CompanyFor the Year Ended


For the Year EndedDecember 31, 2007


December 31, 2006Total revenues

$
73,450


$
74,904Net loss

$
(6,638
)

$
(9,414
)Per share information:Loss per share  basic and diluted

$
(0.60
)

$
(1.18
)      69




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Company/Company


PredecessorYear Ended December 31,2006


2005Revenues:Rental

$
129


$
230Total revenues


129



230Expenses:Property operating expenses


44



79General and administrative






1Depreciation and amortization


51



53Interest expense


43



65Total expenses


138



198Income (loss) from discontinued operations before gain from sale
    of real estate property and minority interests in operating
    partnership


(9
)


32Gain from sale of real estate property


435



Income from discontinued operations before minority interests in
    operating partnership


426



32Minority interests in operating partnership


(150
)


1Total discontinued operations

$
276


$
33     5.
    Investments
    in Real Estate Partnerships      
    McLeod Medical Partners, LLC, a South Carolina limited liability
    company, founded in 1982, 1.1% owned by the Company, and owns
    three medical office buildings;
    Shannon Health/MOB Limited Partnership No. 1, a Delaware
    limited partnership, founded in 2001, 2.0% owned by the Company,
    and owns ten medical office buildings; and
    BSB Health/MOB Limited Partnership No. 2, a Delaware
    limited partnership, founded in 2002, 2.0% owned by the Company,
    and owns nine medical office buildings.    
    Rocky Mount MOB, LLC, a North Carolina limited liability
    company, founded in 2002, 34.5% owned by the Company, and owns
    one medical office building;
    Cogdell General Health Campus MOB, LP, a Pennsylvania limited
    partnership, founded in 2006, 80.9% owned by the Company, and
    owns one medical office building; and
    Mebane Medical Investors, LLC, a North Carolina limited
    liability company, founded in 2006, 49.0% owned by the Company,
    and currently has one medical office building under construction. 70




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
         December 31, 2007


December 31, 2006Financial position:Total assets

$
57,406


$
58,267Total liabilities


50,725



51,441Members equity


6,681



6,826   For the Year Ended


For the Year Ended


November 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005Results of operations:Total revenues

$
12,230


$
11,270


$
1,070Operating and general and administrative expenses


5,566



5,012



375Net income


788



804



44     January 1, 2005 -October 31, 2005Results of operations:Total revenues

$
5,126Operating and general and administrative expenses


2,527Net income


466    71




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Mortgages,
    Notes Payable and Guarantees  Secured
    Debt
    InterestOutstanding at


Outstanding at


Stated


Rate atDecember 31,


December 31,


Interest


December 31,


Maturity2007


2006


Rate %


2007


Date


AmortizationFixed rate secured mortgage loans wholly-owned propertiesBaptist Northwest Medical Park

$
2,245


$
2,297



8.25



8.25
%


2/1/2011



25 yearsBarclay Downs Associates, LLC


4,550



4,550



6.50



6.50



11/15/2012



Interest onlyBeaufort Medical Plaza, LLC


5,023



5,152



LIBOR + 0.95



5.96
(1)


8/18/2008



25 yearsCogdell Investors (Birkdale), LLC


7,490



7,623



6.75



6.75



10/1/2008



25 yearsCentral New York Medical Center


24,500







6.22



6.22



7/1/2017



Interest onlyEast Jefferson Medical Office Building LP


9,394



9,589



6.01



6.01



8/10/2014



25 yearsGaston MOB, LLC






16,566



LIBOR + 1.25







11/22/2007



25 yearsHanover MOB, LLC


4,952



5,088



6.00



6.00



11/1/2009



25 yearsHealthpark Medical Office Building


8,700







5.35



5.35



1/1/2010



Interest onlyHMOB Associates Limited Partnership


5,540



5,743



5.93



5.93



11/1/2013



20 yearsIndianapolis MOB, LLC


30,000



30,000



LIBOR + 1.30



6.25
(1)


10/31/2009



Interest onlyMedical Arts Center of Orangeburg, GP


2,536



2,628



6.95



6.95



6/18/2008



20 yearsMedical Investors I, LLC


8,632



8,803



LIBOR + 1.85



7.00
(1)


3/10/2008



25 yearsMulberry Medical Park LP


1,050



1,101



6.49



6.49



4/15/2010



20 yearsParkridge MOB, LLC


13,500



13,270



5.68



5.68



6/1/2017



Interest only(5
)Peerless Medical Center


7,538







6.06



6.06



9/1/2016



30 yearsProvidence Medical Office Building, LLC


8,802



9,019



6.12



6.12



1/12/2013



25 yearsRiver Hills Medical Associates, LLC


2,973



3,069



LIBOR + 2.00



6.97
(1)


11/30/2008



22 yearsRocky Mount Kidney Center LP


1,071



1,107



6.25



6.25



1/21/2009



20 yearsRocky Mount Medical Park LP


7,710



7,953



Prime



7.25
(2)


12/15/2010



25 yearsRoper MOB, LLC


9,534



9,860



LIBOR + 1.50



6.45
(1)


7/10/2009



18 yearsRowan OSC Investors, LLC


3,401



3,477



6.00



6.00



7/6/2014



25 yearsSt. Francis Community MOB, LLC


7,144



7,280



LIBOR + 1.40



6.51
(1)


6/15/2008



Interest onlySt. Francis Medical Plaza, LLC


7,673



8,444



LIBOR + 1.55



6.66
(1)


6/15/2008



Interest onlySummit Professional Plaza I and II


15,925







6.18



6.18



9/1/2017



Interest onlyThree Medical Park


8,073



8,243



5.55



5.55



3/25/2014



25 yearsTotal / weighted average fixed rate secured mortgages


207,956



170,862







6.26Variable rate secured mortgage loans  wholly-owned
    propertiesCabarrus Medical Partners, LLC


8,726



8,935



LIBOR + 1.50



6.10
(3)


12/15/2014



25 yearsTotal / weighted average variable rate secured mortgages


8,726



8,935







6.10Credit Facility


49,200



77,487



LIBOR + 1.30



5.90
(4)


10/31/200830,000







LIBOR + 1.30



6.36
(1)(4)


10/31/200879,200



77,487







6.07Consolidated real estate partnershipsCogdell Health Campus MOB, LP (construction loan)


8,833







LIBOR + 1.05



5.65
(6)Mebane Medical Investors, LLC (construction loan)


7,499







LIBOR + 1.30



5.90



5/1/2010



Interest only(7
)Rocky Mount MOB, LLC


4,161



4,245



6.75



6.75



3/21/2008



25 yearsTotal / weighted average consolidated real estate
    partnerships


20,493



4,245







5.96316,375



261,529Unamortized premium


329



502Total / weighted average debt

$
316,704


$
262,031







6.19
%  72




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Represents the fixed rate for floating rate loans that have been
    swapped to fixed.(2)
    
    Maximum interest of 7.25%; Minimum interest of 4.25%.(3)
    
    Maximum interest of 8.25%; Minimum interest of 3.25%.(4)
    
    The interest rate is, at the Companys election, either
    (1) LIBOR plus a margin of between 100 to 130 basis
    points based on the Companys leverage ratio (5.90% at
    December 31, 2007) or (2) the higher of the
    federal rate plus 50 basis points or Bank of America,
    N.A.s prime rate (7.75% at December 31, 2007).(5)
    
    Interest only through June 2012. Principal and interest payments
    from July 2012 through June 2017.(6)
    
    Matures five or seven years, at the Companys option, from
    the completion of construction.(7)
    
    Interest only through May 2009. Principal and interest payments
    from June 2009 through May 2010.      For the year ending:2008

$
127,3132009


47,2462010


25,9742011


3,8982012


6,699Thereafter


105,245$
316,375     25-year
  30-year
  Unsecured
    Debt
   73




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  sub-limits
          Guarantees
    7.
    Derivative
    Financial Instruments   74




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    NotionalAmount as














December 31,


December 31,of December 31,








Effective


Expiration


2007


2006Entity

2007


Receive Rate


Pay Rate


Date


Date


Asset


Liability


Asset


LiabilityBeaufort Medical Plaza

$
4,923



1 Month LIBOR



5.01
%


10/25/2006



7/25/2008


$



$
23


$
6


$
Gaston MOB






1 Month LIBOR



5.18
%


11/3/2006



11/22/2007











8



Medical Investors I, LLC






1 Month LIBOR



5.15
%


10/10/2006



12/10/2007











6



River Hills Medical Associates


2,973



1 Month LIBOR



4.97
%


10/16/2006



12/15/2008







29



4



Roper MOB


9,534



1 Month LIBOR



4.95
%


10/10/2006



7/10/2009







173



12



Methodist Professional Center I


30,000



1 Month LIBOR



4.95
%


11/6/2006



10/31/2009







689



34



St. Francis Medical Plaza, LLC


7,673



1 Month LIBOR



5.11
%


9/18/2007



6/15/2008







27







St. Francis Community MOB, LLC


7,144



1 Month LIBOR



5.11
%


9/18/2007



6/15/2008







25







Cogdell Spencer LP


3,000



1 Month LIBOR



5.06
%


8/14/2007



10/31/2008







27







Cogdell Spencer LP


27,000



1 Month LIBOR



5.06
%


8/20/2007



10/31/2008







242







$



$
1,235


$
70


$
   8.
    Commitments
    and Contingencies  Construction
    in Progress
    Estimated


Net RentableCompletion


Square


Investment


Estimated TotalProperty

Location


Date


Feet


to Date


InvestmentMebane Medical Office Building(1)


Mebane, NC



2Q 2008



60,000


$
11,830


$
16,200Land and pre-construction developments














1,550



60,000


$
13,380


$
16,200     (1)
    
    Owned by Mebane Medical Investors, LLC, which is a consolidated
    real estate partnership. The Company had a 49% ownership
    interest at December 31, 2007.   75




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Leases
    For the year ending:2008

$
3722009


3632010


2882011


2812012


274Thereafter


7,950$
9,528     Tax
    Protection Agreements
            Litigation
   76




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Indemnities
  and/or
  9.
    Stockholders
    Equity  Shares
    and Units
  one-for-one
    Dividends
    and Distributions
           77




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Minority
    Interests                  11.
    Incentive
    Plan       78




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##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      12.
    401(k)
    Savings Plan    13.
    Loss per
    Share    For the Year Ended


For the Year Ended


November 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005Loss from continuing operations

$
(6,341
)

$
(9,373
)

$
(5,597
)Income (loss) from discontinued operations






276



(3
)Net loss

$
(6,341
)

$
(9,097
)

$
(5,600
)Per share data  basic and diluted:Loss from continuing operations

$
(0.57
)

$
(1.17
)

$
(0.70
)Income (loss) from discontinued operations






0.03



(0.00
)Net loss

$
(0.57
)

$
(1.14
)

$
(0.70
)Weighted average shares outstanding  basic and diluted


11,056



7,975



7,972     14.
    Related
    Party Transactions   79




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
        15.
    Segment
    Reporting    Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005Property operations:Rental revenues

$
62,908


$
52,614


$
7,006


$
35,794Interest and other income


666



667



125



878Intersegment revenues


380



335



49



Property operating expenses


(18,896
)


(15,054
)


(2,206
)


(11,122
)Intersegment expenses


(4,159
)


(3,506
)


(642
)


(2,778
)Net operating income

$
40,899


$
35,056


$
4,332


$
22,772Total segment assets, end of period

$
498,405


$
385,901


$
301,792 80




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Company


PredecessorFor the Year Ended


For the Year Ended


November 1, 2005 -


January 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005


October 31, 2005Real estate services:Fee revenue

$
2,427


$
1,437


$
221


$
1,450Expense reimbursements


1,365



773



94



565Interest and other income


528



286



2



1Intersegment revenues


4,159



3,506



642



2,778Real estate operating expenses


(7,403
)


(5,184
)


(3,974
)


(3,893
)Intersegment expenses


(380
)


(335
)


(49
)


Net operating income

$
696


$
483


$
(3,064
)

$
901Total segment assets, end of period

$
7,832


$
7,157


$
6,690Reconciliations:Total segment revenues

$
72,433


$
59,618


$
8,139


$
41,466Elimination of intersegment revenues


(4,539
)


(3,841
)


(691
)


(2,778
)Total revenues

$
67,894


$
55,777


$
7,448


$
38,688Total segment net operating income

$
41,595


$
35,539


$
1,268


$
23,673Corporate general and administrative expenses


(6,887
)


(5,978
)


(4,194
)


(3,172
)Depreciation and amortization expense


(27,758
)


(30,273
)


(4,125
)


(8,444
)Interest expense


(15,964
)


(14,199
)


(1,500
)


(8,222
)Prepayment penalty on early extinguishment of debt






(37
)


(103
)


Equity in earnings (loss) of unconsolidated real estate
    partnerships


20



4



3



(47
)Gain from sale of real estate partnership interests






484







Minority interests


2,653



5,087



3,054



Total discontinued operations






276



(3
)


36Net loss

$
(6,341
)

$
(9,097
)

$
(5,600
)

$
3,824Total assets, end of period

$
506,237


$
393,058


$
308,482    81




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Quarterly
    Financial Information (unaudited)    Three Months EndedDecember 31, 2007


September 30, 2007


June 30, 2007


March 31, 2007Total revenue

$
18,865


$
17,481


$
15,650


$
15,898Loss from continuing operations

$
(1,335
)

$
(1,602
)

$
(1,491
)

$
(1,913
)Total discontinued operations














Net loss

$
(1,335
)

$
(1,602
)

$
(1,491
)

$
(1,913
)Per share  basic and diluted:Loss from continuing operations

$
(0.11
)

$
(0.13
)

$
(0.12
)

$
(0.23
)Total discontinued operations














Net loss

$
(0.11
)

$
(0.13
)

$
(0.12
)

$
(0.23
)Weighted average shares  basic and diluted


11,935



11,934



11,931



8,334   Three Months EndedDecember 31, 2006


September 30, 2006


June 30, 2006


March 31, 2006Total revenue

$
15,295


$
13,892


$
13,978


$
12,612Loss from continuing operations

$
(3,067
)

$
(2,622
)

$
(2,161
)

$
(1,523
)Total discontinued operations






283



(5
)


(2
)Net loss

$
(3,067
)

$
(2,339
)

$
(2,166
)

$
(1,525
)Per share  basic and diluted:Loss from continuing operations

$
(0.38
)

$
(0.33
)

$
(0.27
)

$
(0.19
)Total discontinued operations






0.04



(0.00
)


(0.00
)Net loss

$
(0.38
)

$
(0.29
)

$
(0.27
)

$
(0.19
)Weighted average shares  basic and diluted


7,977



7,976



7,975



7,973   17.
    Subsequent
    Events  Private
    Offering
     82




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Merger
    Transaction
      lock-up one-for-one
   83




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Revolving
    Credit Facility
    Term
    Loan
   84




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
   85




---



##### Table of Contents





COGDELL
    SPENCER INC.
 SCHEDULE III
    REAL ESTATE AND ACCUMULATED DEPRECIATION  Cost Capitalized


Gross Amount at Which Carried atInitial Costs


Subsequent to


December 31, 2007Building and


Acquisition or





Building and





Accumulated


Date


DateProperty Name

Location

Encumbrances


Land


Improvements(A)


Development


Land


Improvements(A)


Total(B)


Depreciation


Constructed(C)


AcquiredVerdugo Professional Building I

California

$



$
1,218


$
8,228


$
682


$
1,226


$
8,902


$
10,128


$
969



1972



2006Verdugo Professional Building II

California






3,531



8,915



307



3,555



9,198



12,753



870



1987



2006Augusta POB I

Georgia






259



8,431



478



260



8,908



9,168



1,525



1978



2005Augusta POB II

Georgia






602



10,646



431



605



11,074



11,679



1,547



1987



2005Augusta POB III

Georgia






339



3,986



359



341



4,343



4,684



550



1994



2005Augusta POB IV

Georgia






551



4,672



482



554



5,151



5,705



692



1995



2005Summit Professional Plaza I

Georgia


5,096



1,180



6,021



4



1,181



6,024



7,205



75



2004



2007Summit Professional Plaza II

Georgia


10,829



2,000



12,684



7



2,001



12,690



14,691



142



1998



2007Methodist Professional Center One

Indiana


30,000







37,830



1,744







39,574



39,574



2,957



1985



2006Our Lady of Bellefonte

Kentucky










13,938



158







14,096



14,096



1,498



1997



2005East Jefferson Medical Office Building

Louisiana


9,394







12,239



165







12,404



12,404



1,648



1985



2005Central New York Medical Center

New York


24,500



2,112



32,700



18



2,113



32,717



34,830



454



1997



2007Barclay Downs

North Carolina


4,550



2,084



3,363



208



2,097



3,558



5,655



762



1987



2005Birkdale Medical Village

North Carolina


7,490



1,087



5,829



63



1,095



5,884



6,979



757



1997



2005Birkdale Retail

North Carolina






142



992



20



142



1,012



1,154



128



2001



2005Cabarrus POB

North Carolina


8,726







7,446



657







8,103



8,103



958



1997



2005Copperfield Medical Mall

North Carolina


(D
)


1,380



4,047



79



1,389



4,117



5,506



730



1989



2005Copperfield MOB

North Carolina










9,281



1,519







10,800



10,800



1,073



2005



2005East Rocky Mount Kidney Center

North Carolina






260



1,194



15



261



1,208



1,469



176



2000



2005Gaston Professional Center

North Carolina










21,358



1,542







22,900



22,900



4,832



1997



2005Harrisburg Family Physicians Building

North Carolina


8,632



270



509



93



271



601



872



126



1996



2005Harrisburg Medical Mall

North Carolina


(D
)


441



1,722



51



443



1,771



2,214



237



1997



2005Lincoln/Lakemont Family Practice Center

North Carolina


(E
)


270



1,025



221



271



1,245



1,516



251



1998



2005Mallard Crossing Medical Park

North Carolina






1,256



4,626



309



1,266



4,925



6,191



823



1997



2005Midland Medical Mall

North Carolina


(D
)


288



1,134



44



289



1,177



1,466



184



1998



2005Mulberry Medical Park

North Carolina


1,050







2,283



96







2,379



2,379



476



1982



2005Northcross Family Medical Practice Building

North Carolina


(E
)


270



498



148



271



645



916



124



1993



2005Randolph Medical Park

North Carolina


(E
)


1,621



5,366



386



1,631



5,742



7,373



978



1973



2005Rocky Mount Kidney Center

North Carolina


1,071



198



1,366



20



198



1,386



1,584



198



1990



2005Rocky Mount Medical Park

North Carolina


7,710



982



9,854



374



990



10,220



11,210



2,085



1991



2005Rocky Mount MOB(I)

North Carolina


4,161



228



4,990



77



228



5,067



5,295



1,122



2002



2006Rowan Outpatient Surgery Center

North Carolina


3,401



399



4,666



39



401



4,703



5,104



494



2003



2005Weddington Internal & Pediatric Medicine

North Carolina


(D
)


489



838



14



491



850



1,341



129



2000



2005Lancaster Health Campus MOB/ASC(I)

Pennsylvania


8,833







12,859











12,859



12,859



144



2007



2006
(J)Lancaster Rehabilitation Hospital

Pennsylvania










11,748



6







11,754



11,754



167



2007



2006
(J)190 Andrews

South Carolina










2,663



1,098







3,761



3,761



425



1994



2005Baptist Northwest

South Carolina


2,245



398



2,534



1,234



1,574



2,592



4,166



386



1986



2005Beaufort Medical Plaza

South Carolina


5,023







7,399



53







7,452



7,452



765



1999



2005Carolina Forest Medical Plaza

South Carolina










7,416



4







7,420



7,420



280



2007



2006
(J)Mary Black Westside

South Carolina










3,922



748







4,670



4,670



286



1991



2006Medical Arts Center of Orangeburg

South Carolina


2,536



605



4,172



280



608



4,449



5,057



581



1984



2005Mt. Pleasant MOB

South Carolina










3,320



156







3,476



3,476



568



2001



2005One Medical Park  HMOB

South Carolina


5,540







8,767



623







9,390



9,390



990



1984



2005Parkridge MOB

South Carolina


13,500







16,353



410







16,763



16,763



731



2003



2006Providence MOB I

South Carolina


8,802







5,152



161







5,313



5,313



636



1979



2005Providence MOB II

South Carolina


(F
)






2,441



138







2,579



2,579



263



1985



2005Providence MOB III

South Carolina


(F
)






5,459



94







5,553



5,553



582



1990



2005River Hills Medical Plaza

South Carolina


2,973



1,428



4,202



45



1,438



4,237



5,675



456



1999



2005Roper MOB

South Carolina


9,534







11,586



726







12,312



12,312



1,809



1990



2005St. Francis Community Medical Office Building

South Carolina


7,144







5,934



435







6,369



6,369



1,028



2001



2005St. Francis Medical Plaza

South Carolina


7,673







8,007



292







8,299



8,299



736



1998



2005St. Francis MOB

South Carolina


(G
)






5,522



1,080







6,602



6,602



935



1984



2005St. Francis Womens Center

South Carolina


(H
)






7,352



330







7,682



7,682



641



1991



2005Three Medical Park

South Carolina


8,073







10,405



877







11,282



11,282



1,143



1988



2005West Medical I

South Carolina










3,792



1,596







5,388



5,388



839



2003



2005Healthpark Medical Office Building

Tennessee


8,700



1,862



13,223







1,862



13,223



15,085







2004



2007Peerless Medical Center

Tennessee


7,538



645



8,722







645



8,722



9,367







2006



2007Hanover Medical Office Building

Virginia


4,952



970



9,890



201



976



10,085



11,061



635



1993



2006Total



$
229,676


$
29,365


$
435,517


$
21,397


$
30,673


$
455,606


$
486,279


$
44,596  86




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##### Table of Contents



(A)
    
    - Includes building and improvements, site improvements,
    furniture, fixtures, and equipment and construction in progress.(B)
    
    - The aggregate cost for federal income tax purposes was
    $474,327 as of December 31, 2007. Depreciable lives range
    from 3-50 years.(C)
    
    - Represents the year in which the property was placed in
    service.(D)
    
    - Collateral for variable rate mortgage which had a balance of
    $8.7 million at December 31, 2007.(E)
    
    - Collateral for variable rate mortgage which had a balance of
    $8.6 million at December 31, 2007.(F)
    
    - Collateral for fixed rate mortgage which had a balance of
    $8.8 million at December 31, 2007.(G)
    
    - Collateral for variable rate mortgage which had a balance of
    $7.1 million at December 31, 2007.(H)
    
    - Collateral for variable rate mortgage which had a balance of
    $7.7 million at December 31, 2007.(I)
    
    - A consolidated, less than 100% owned, real estate partnership.(J)
    
    - Date acquired represents date development project began. Date
    of construction represents date property completed construction
    and began operations. 87




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##### Table of Contents





COGDELL
    SPENCER INC.
 NOTES TO
    SCHEDULE III
    REAL ESTATE AND ACCUMULATED DEPRECIATION  Year Ended


Year Ended


November 1, 2005 -December 31, 2007


December 31, 2006


December 31, 2005Real estate properties:Balance, beginning of period

$
361,982


$
260,137


$
Formation Transactions










254,666Consolidation of Rocky Mount MOB, LLC






5,221



Property acquisitions


81,076



90,855



2,663Development projects


32,096







Purchases of minority interests in Operating Partnership


2,488



573



Improvements


8,637



6,589



2,808Disposition






(1,393
)


Balance, end of period

$
486,279


$
361,982


$
260,137Accumulated depreciation:Balance, beginning of period

$
23,664


$
2,713


$
Consolidation of Rocky Mount MOB, LLC






856



Depreciation


20,932



20,151



2,713Disposition






(56
)


Balance, end of period

$
44,596


$
23,664


$
2,713  88




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e).
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
     89




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board
    of Directors and Stockholders of
    Internal Control  Integrated Framework Managements Report on Internal Control over Financial
    Reporting
        Internal Control  Integrated Framework
    /s/
    Deloitte & Touche LLP
  DELOITTE &
    TOUCHE LLP
   90




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
  Rule 13a-15(f))
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers, and Corporate Governance  Form 10-K,
    Guidelines
  http://www.cogdellspencer.com. Form 8-K
  (704) 940-2900.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   91




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##### Table of Contents



Item 13.
    Certain
    Relationships, Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services    PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  3
.1

Articles of Amendment and Restatement of Cogdell Spencer Inc.,
    incorporated by reference to Exhibit 3.1 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).3
.2

Bylaws of Cogdell Spencer Inc., incorporated by reference to
    Exhibit 3.2 of the Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).3
.3

Amended and Restated Agreement of Limited Partnership of Cogdell
    Spencer LP, incorporated by reference to Exhibit 3.3 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).3
.4

Declaration of Trust of CS Business Trust I., incorporated
    by reference to Exhibit 3.4 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).3
.5

Declaration of Trust of CS Business Trust II, incorporated
    by reference to Exhibit 3.5 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).4
.1

Form of stock certificate, incorporated by reference to
    Exhibit 4.0 of the Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.1

Form of Registration Rights Agreement, by and among Cogdell
    Spencer Inc. and the parties listed on Schedule I thereto,
    incorporated by reference to Exhibit 10.1 of the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005.10
.2

Form of 2005 Long-Term Stock Incentive Plan. incorporated by
    reference to Exhibit 10.3 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.3

Form of Long-Term Stock Incentive Plan Award for employees
    without employment agreements, incorporated by reference to
    Exhibit 10.4 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.4

Form of Cogdell Spencer Inc. Performance Bonus Plan,
    incorporated by reference to Exhibit 10.5 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.5

Merger Agreement for Cogdell Spencer Inc., CS Merger Sub LLC and
    Cogdell Spencer Advisors, Inc. dated August 9, 2005,
    incorporated by reference to Exhibit 10.6 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.6

Form of Indemnification Agreement, incorporated by reference to
    Exhibit 10.7 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.7

Employment Agreement, dated October 21, 2005, by and
    between Cogdell Spencer Inc. and James W. Cogdell, incorporated
    by reference to Exhibit 10.8 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.8

Employment Agreement, dated October 21, 2005, by and
    between Cogdell Spencer Inc. and Frank C. Spencer, incorporated
    by reference to Exhibit 10.9 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.9

Employment Agreement, dated October 21, 2005, by and
    between Cogdell Spencer Inc. and Charles M. Handy, incorporated
    by reference to Exhibit 10.10 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.10

Engagement Letter from the Company to Realty Capital
    International Inc, incorporated by reference to
    Exhibit 10.11 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.11

Irrevocable Exchange and Subscription Agreement by and among
    James W. Cogdell, Cogdell Spencer Advisors, Inc., Cogdell
    Spencer LP and Cogdell Spencer Inc., incorporated by reference
    to Exhibit 10.12 of the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-127396). 92




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##### Table of Contents



10
.12


Irrevocable Exchange and Subscription Agreement by and among
    Frank C. Spencer, Cogdell Spencer Advisors, Inc., Cogdell
    Spencer LP and Cogdell Spencer Inc., incorporated by reference
    to Exhibit 10.13 of the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-127396).10
.13


Form of Irrevocable Exchange and Subscription Agreement for all
    holders of interests in the Existing Entities, with the
    exclusion of James W. Cogdell and Frank C. Spencer, incorporated
    by reference to Exhibit 10.14 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.14


Form of Tax Protection Agreement for Existing Entities, except
    for Cabarrus POB, LLC, Medical Investors I, LLC and Medical
    Investors III, LLC., incorporated by reference to
    Exhibit 10.15 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.15


Form of Tax Protection Agreement for Cabarrus POB, LLC, Medical
    Investors I, LLC and Medical Investors III, LLC.,
    incorporated by reference to Exhibit 10.16 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.16


Form of Transaction Agreement by and among Cogdell Spencer Inc.,
    Cogdell Spencer LP, the applicable Existing Entity and CS Merger
    Sub LLC., incorporated by reference to Exhibit 10.17 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.17


Commitment letter dated October 4, 2005, for $100,000,000
    senior unsecured revolving credit facility among Cogdell Spencer
    Inc., Bank of America, N.A., Bank of America Securities LLC,
    Citigroup Global Markets Inc., and Citigroup North America,
    Inc., incorporated by reference to Exhibit 10.18 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.18


Form of Cogdell Spencer Inc. 2005 Equity Incentive Plan
    Restricted Stock Award Agreement., incorporated by reference to
    Exhibit 10.19 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.19


Put Assignment Agreement dated August 11, 2005.,
    incorporated by reference to Exhibit 10.20 of the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.20


Form of Consent and Election Form, incorporated by reference to
    Exhibit 10.21 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.21


Form of Long-Term Stock Incentive Plan Award for employees with
    employment agreements, incorporated by reference to
    Exhibit 10.22 of the Companys Registration Statement
    on
    Form S-11
    (File
    No. 333-127396).10
.22


Schedule to Exhibit 10.14 reflecting consideration to be
    received by Randolph D. Smoak, M.D. and Charles M. Handy,
    incorporated by reference to Exhibit 10.23 to the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-127396).10
.23


Methodist Professional Center Purchase and Sale Agreement dated
    December 13, 2005, incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006.10
.24


Hanover Medical Office Building One and 1808/1818 Verdugo
    Boulevard Purchase and Sale Agreement dated March 1, 2006,
    incorporated by reference to Exhibit 10.2 of the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006.10
.25


Amendment No. 1 to the Credit Agreement and Waiver dated
    August 23, 2006, by and among Cogdell Spencer LP, Cogdell
    Spencer Inc., each subsidiary of Cogdell Spencer LP to the
    Guaranty, each lender signatory thereto and Bank of America,
    N.A., incorporated by reference to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.10
.26
(1)

Amendment No. 2 to the Credit Agreement dated
    December 31, 2007, by and among Cogdell Spencer LP, Cogdell
    Spencer Inc., each subsidiary of Cogdell Spencer LP to the
    Guaranty, each lender signatory thereto and Bank of America, N.A.14
.1


Code of Ethics, incorporated by reference to the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2005.21
.1


List of Subsidiaries of Cogdell Spencer Inc., incorporated by
    reference to Exhibit 21.1 of the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-127396).23
.1
(1)

Consent of Deloitte & Touche LLP.31
.1
(1)

Certification by the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act.31
.2
(1)

Certification by the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act.32
.1
(1)

Certifications pursuant to Section 1350.     (1)
    
    Filed herewith. 93




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##### Table of Contents



SIGNATURES    COGDELL SPENCER INC. RegistrantDate: March 14, 2008

/s/  Frank
    C. SpencerFrank C. SpencerPresident and Chief Executive Officer 
    (Principal Executive Officer)Date: March 14, 2008

/s/  Charles
    M. HandyCharles M. Handy Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)     Date: March 14, 2008

/s/  James
    W. CogdellJames W. Cogdell Chairman of the Board of DirectorsDate: March 14, 2008

/s/  Frank
    C. SpencerFrank C. Spencer President, Chief Executive Officer and DirectorDate: March 14, 2008

/s/  John
    R. GeorgiusJohn R. GeorgiusDirectorDate: March 14, 2008

/s/  Christopher
    E. LeeChristopher E. LeeDirectorDate: March 14, 2008

/s/  Randolph
    D. Smoak, M.D.Randolph D. Smoak, M.D. DirectorDate: March 14, 2008

/s/  Richard
    C. NeugentRichard C. NeugentDirectorDate: March 14, 2008

/s/  Richard
    B. JenningsRichard B. Jennings Director  94