##### 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, 2006oro

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
  Rule 12b-2
 o þ o
  rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 



COGDELL
    SPENCER INC.
  TABLE OF
    CONTENTS
  PagePART IItem 1

Business


1Item 1A

Risk
    Factors


7Item 1B

Unresolved Staff
    Comments


25Item 2

Properties


25Item 3

Legal
    Proceedings


29Item 4

Submission of
    Matters to a Vote of Securities Holders


29PART IIItem 5

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


29Item 6

Selected Financial
    Data


32Item 7

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


35Item 7A

Quantitative and
    Qualitative Disclosures about Market Risk


46Item 8

Financial
    Statements and Supplementary Data


47Item 9

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


82Item 9A

Controls and
    Procedures


82Item 9B

Other
    Information


84PART IIIItem 10

Directors,
    Executive Officers and Corporate Governance


84Item 11

Executive
    Compensation


84Item 12

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


84Item 13

Certain
    Relationships, Related Transactions, and Director
    Independence


84Item 14

Principal
    Accounting Fees and Services


85PART IVItem 15

Exhibits and
    Financial Statement Schedules


85SIGNATURES


87Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




---



##### Table of Contents



Explanatory
    Note
  Note that the financial statements covered in this report for
    the period from January 1, 2005 to October 31, 2005
    and for the year ended December 31, 2004, 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 year ended December 31, 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 and 2004 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;
    market trends; and
    projected capital expenditures.   i




---



##### Table of Contents



PART I  Item 1.
    Business  The
    Company
            
    50 wholly-owned properties;
    four joint venture properties; and
    58 properties owned by third parties.   1




---



##### Table of Contents



The
    Companys Management Companies
      Management
    Business
    and Growth Strategies
    Operating
    Strategy
    
    Strong Relationships with Physicians and Hospitals.    
    Active Management of the Companys Properties.   2




---



##### Table of Contents




    Key On-Campus Locations.  state-of-the-art
  
    Loyal and Diverse Tenant Base.  sub-specialty.
  
    Unique Focus.    Acquisition
    and Development Strategy
    
    Development Expertise.   3




---



##### Table of Contents




    Selective Development and Acquisitions.    
    Develop and Maintain Strategic Relationships.  not-for-profit
  
    Investment Criteria and Funding.         4




---



##### Table of Contents



Regulation
                 5




---



##### Table of Contents



Environmental
    Matters
  and/or and/or
  and/or
  Insurance
    Competition
    not-for-profit
  Employees
    Offices
  28209-4670.
 6




---



##### Table of Contents



Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330 Forms 10-K, 10-Q, 8-K,
  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.
    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.
   7




---



##### Table of Contents



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. 8




---



##### Table of Contents



All of
    the Companys wholly-owned properties are located in
    California, Georgia, Indiana, Kentucky, Louisiana, North
    Carolina, South Carolina, and Virginia, 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.
      
    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.   9




---



##### Table of Contents



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
  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.
   10




---



##### Table of Contents



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.
        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.   11




---



##### Table of Contents



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.
    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.   12




---



##### Table of Contents



22 of
    the Companys wholly-owned 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.
            Costs
    associated with complying with the Americans with Disabilities
    Act of 1990 may result in unanticipated expenses.
   13




---



##### Table of Contents



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.    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.
     14




---



##### Table of Contents



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 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.
   15




---



##### Table of Contents



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
  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; 16




---



##### Table of Contents




    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 defaults under any one of the Companys
    mortgage loans with cross-default or cross-collateralization
    provisions could result in default on other indebtedness or
    result in the foreclosures of other properties.    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
 17




---



##### Table of Contents



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.
     18




---



##### Table of Contents



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.
    The
    Companys two largest stockholders, 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
    17.8% and 3.8%, respectively, as of December 31, 2006 of
    the Companys outstanding common stock and units of limited
    partnership interest in the Operating Partnership (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.
  day-to-day
  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.
   19




---



##### Table of Contents



majority-in-interest majority-in-interest
        Tax
    indemnification obligations may require the Operating
    Partnership to maintain certain debt levels.
    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.
   20




---



##### Table of Contents



Conflicts
    of interest could arise as a result of the Company UPREIT
    structure.
          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.
   21




---



##### Table of Contents



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.      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.
   22




---



##### Table of Contents



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.
    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 23




---



##### Table of Contents




    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.
    Dividends
    payable by REITs generally do not qualify for reduced tax
    rates.
     24




---



##### Table of Contents



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.
   Item 1B.  Unresolved
    Staff Comments    Item 2.
    Properties  and/or
 25




---



##### Table of Contents



AnnualizedNet








Rent perRentable








Leased


AssociatedYear


Square


Occupancy


Annualized


Square


Health CareWholly-Owned Property

City

Built(1)


Feet(2)


Rate


Rent(3)


Foot(4)(5)


SystemCalifornia:Verdugo Professional
    Building I(6)

Glendale


1974



63,887



88.4
%

$
1,717,659


$
30.41


Verdugo Hills HospitalVerdugo Professional
    Building II(6)

Glendale


1984



42,906



88.2



1,240,676



32.78


Verdugo Hills HospitalTotal California








106,793



88.3



2,958,335



31.36Georgia:Augusta POB I(6)(7)

Augusta


1978



99,494



99.5



1,202,288



12.14


University Health ServicesAugusta POB II(6)(7)

Augusta


1987



125,634



93.2



2,603,054



22.23


University Health ServicesAugusta POB III(6)(7)

Augusta


1994



47,034



90.0



761,623



17.99


University Health ServicesAugusta POB IV(6)(7)

Augusta


1995



55,134



85.2



887,602



18.90


University Health ServicesTotal Georgia








327,296



93.3



5,454,567



17.86Indiana:Methodist Professional Center
    One(6)(8)(16)

Indianapolis


1984



174,114



95.4



3,658,887



22.02


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

Ashland


1997



46,907



100.0



1,108,305



23.63


Our Lady of Bellefonte HospitalAdjacent Parking Deck




1997











771,593Total Kentucky








46,907



100.0



1,879,898



23.63(10
)Louisiana:East Jefferson Medical Office
    Building(6)(8)(9)

Metairie


1985



119,921



100.0



2,338,867



19.50


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

Metairie


1985



10,809



100.0



966,359



89.40


East Jefferson General HospitalTotal Louisiana








130,730



100.0



3,305,226



25.28North Carolina:Barclay Downs

Charlotte


1987



38,395



100.0



785,462



20.46


Birkdale Medical Village(9)(12)

Huntersville


1997



64,669



100.0



1,350,759



20.89


NorthEast Medical CenterBirkdale Retail(9)

Huntersville


2001



8,269



100.0



205,860



24.90


Cabarrus POB(6)(8)(9)

Concord


1997



84,972



96.6



1,697,889



20.69


NorthEast Medical CenterCopperfield Medical Mall(12)

Concord


1989



26,000



100.0



569,920



21.92


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

Concord


2005



61,789



82.7



1,102,971



21.58


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

Rocky Mount


2000



8,043



100.0



167,033



20.77


Gaston Professional Center(6)(8)(9)

Gastonia


1997



114,956



100.0



2,551,072



22.19


Caramont Health SystemAdjacent Parking Deck




1997











610,008Harrisburg Family Physicians
    Building(12)

Harrisburg


1996



8,202



100.0



206,049



25.12


Carolinas HealthCare SystemHarrisburg Medical Mall(9)(12)

Harrisburg


1997



18,360



100.0



446,699



24.33


NorthEast Medical CenterLincoln/ Lakemont Family Practice
    Center(12)

Lincolnton


1998



16,500



100.0



391,338



23.72


Carolinas HealthCare SystemMallard Crossing Medical Park(9)

Charlotte


1997



52,540



89.5



1,127,549



23.98


Midland Medical Mall(9)(12)

Midland


1998



14,610



92.1



360,528



26.79


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

Lenoir


1982



24,992



94.8



406,137



17.14


Caldwell Memorial Hospital, Inc. 26




---



##### Table of Contents



AnnualizedNet








Rent perRentable








Leased


AssociatedYear


Square


Occupancy


Annualized


Square


Health CareWholly-Owned Property

City

Built(1)


Feet(2)


Rate


Rent(3)


Foot(4)(5)


SystemNorthcross Family Medical Practice
    Building(12)

Charlotte


1993



8,018



100.0



214,428



26.74


Carolinas HealthCare SystemRandolph Medical Park(9)

Charlotte


1973



84,131



94.6



1,705,029



21.42


Rocky Mount Kidney Center(9)

Rocky Mount


1990



10,105



100.0



198,765



19.67


Rocky Mount Medical Park(9)

Rocky Mount


1991



96,993



95.8



1,811,022



19.49


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

Salisbury


2003



19,464



100.0



404,073



20.76


Rowan Regional Medical CenterWeddington Internal &
    Pediatric Medicine(12)

Concord


2000



7,750



100.0



175,228



22.61


NorthEast Medical CenterTotal North Carolina








768,758



96.1



16,487,819



21.50(14
)South Carolina:190 Andrews(6)(8)

Greenville


1994



22,898



100.0



419,992



18.34


Bon Secours St. Francis
    Health SystemBaptist Northwest(9)

Columbia


1986



38,703



100.0



736,311



19.02


Beaufort Medical Plaza(6)(8)(9)

Beaufort


1999



59,340



100.0



1,178,424



19.86


Beaufort Memorial HospitalMary Black Westside(6)(8)(9)

Spartanburg


1991



37,455



100.0



754,082



20.13


Mary Black HospitalMedical Arts Center of
    Orangeburg(7)(9)

Orangeburg


1984



49,324



100.0



867,515



17.59


The Regional Medical Center of 
    Orangeburg and Calhoun CountiesMt. Pleasant MOB(3)(6)(9)

Mt. Pleasant


2001



38,735



77.4



721,878



24.08


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

Columbia


1984



69,840



100.0



1,547,263



22.15


Palmetto Health AllianceParkridge MOB(6)(8)

Columbia


2003



89,451



94.6



1,881,026



22.23


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

Columbia


1979



48,500



100.0



961,970



19.83


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

Columbia


1985



23,280



100.0



431,534



18.54


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

Columbia


1991



54,417



94.1



1,025,273



20.02


Providence HospitalsRiver Hills Medical Plaza(9)(12)

Little River


1999



27,566



100.0



812,298



29.47


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

Charleston


1990



122,785



90.7



2,143,058



19.24


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

Greenville


2001



45,140



100.0



1,086,299



24.07


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

Greenville


1984



49,767



95.6



885,677



18.62


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

Greenville


1998



62,724



53.1



649,684



19.51


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

Greenville


1991



57,590



65.2



763,617



20.34


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

Columbia


1988



88,755



100.0



1,926,733



21.71


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

Charleston


2003



28,734



100.0



719,438



25.04


Roper St. Francis HealthcareTotal South Carolina








1,015,004



92.1



19,512,072



20.87Virginia:Hanover MOB(6)(7)

Mechanicsville


1993



56,610



100.0



1,507,190



26.62


Bon Secours Health SystemTotal








2,626,212



94.2
%

$
54,763,994


$
21.58(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, 2006. 27




---



##### Table of Contents



(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 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.(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
    $880,000 per year.  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



97.4
%


1,964,759



15.83



1.1
%


13,068,020


McLeod Regional
    MedicalCenterMcLeod Pee Dee Medical Park(2)

Florence, SC


1982



33,756



99.5



509,742



15.18



1.1



13,068,020


McLeod Regional
    Medical CenterMcLeod MOB West(2)

Florence, SC


1986



52,574



96.7



692,928



13.63



1.1



13,068,020


McLeod Regional
    Medical CenterRocky Mount MOB

Rocky Mt., NC


2002



35,393



89.6



768,941



24.25



34.5



4,245,316


Total








249,181






$
3,936,370










$
17,313,336     (1)
    
    Amounts are for the entity, not just the Companys interest
    in the real estate joint venture.(2)
    
    Total debt of $13.1 million is secured by all three
    properties listed.   28




---



##### Table of Contents



Item 3.
    Legal
    Proceedings    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


Declared2005October 27, 2005 to
    December 31, 2005

$
17.29


$
15.98


$
0.2333
(1)2006First 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


$
0.35     (1)
    
    Pro-rata quarterly dividend is for the period November 1,
    2005 through December 31, 2005 and is based on a dividend
    of $0.35 per share for a full quarter.         29




---



##### Table of Contents



Stockholder
    Return Performance
    
  form 10-K
  Unregistered
    Sales of Equity Securities and Use of Proceeds
  one-for-one
 30




---



##### 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 or


Yet Be PurchasedFor the Month Ended

Purchased


Security


Programs


Under the PlanOctober 1 - October 31, 2006


0



N/A



N/A



N/ANovember 1 - November 30, 2006


64,336


$
21.98



N/A



N/ADecember 1 - December 31, 2006


5,568


$
21.35



N/A



N/ATotal


69,904


$
21.93



N/A



N/A     Equity
    Compensation Plan Information
  (a)


(b)


(c)Number of


Weighted


Number of securitiessecurities to be


average


remaining availableissued upon


exercise price


for future issuanceexercise of


of outstanding


under equityoutstanding


options,


compensation plansoptions, warrants


warrants


(excluding securitiesPlan category

and rights


and rights


reflected in column (a))Equity compensation plans approved
    by security holders


N/A(1
)


N/A



596,107Equity compensation plans not
    approved by security holders










Total


N/A(1
)


N/A



596,107     (1)
    
    These amounts include information related to the Companys
    2005 Long-Term Incentive Plan. As of December 31, 2006, the
    Company issued 58,100 shares of restricted stock and
    345,793 LTIP units. 31




---



##### Table of Contents



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


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the year ended December 31,December 31, 2006


December 31, 2005


October 31, 2005


2004


2003


2002Revenues:Rental

$
52,614


$
7,006


$
35,794


$
40,440


$
38,783


$
37,470Management fee revenue


1,304



136



770



1,230



1,182



1,540Expense reimbursements


773



94



565



840



806



875Development fee revenue


158



85



680



1,134



179



331Interest and other income


928



127



879



843



849



842Total revenues


55,777



7,448



38,688



44,487



41,799



41,058Expenses:Property operating and management


19,848



2,583



13,058



14,756



14,032



13,259General and administrative


6,368



7,791



5,129



3,075



2,928



2,845Depreciation and amortization


30,273



4,125



8,444



9,561



11,381



15,656Interest


14,199



1,500



8,222



9,024



9,760



9,524Loss from early extinguishment of
    debt


37



103















Total expenses


70,725



16,102



34,853



36,416



38,101



41,284Income (loss) from continuing
    operations before equity in earnings (loss) of unconsolidated
    real estate partnerships, gain from sale of real estate
    partnerships, minority interests in real estate partnership, and
    minority interests in operating partnership


(14,948
)


(8,654
)


3,835



8,071



3,698



(226
)Equity in earnings (loss) of
    unconsolidated real estate partnerships


4



3



(47
)


(60
)


(74
)


(136
)Gain from sale of real estate
    partnerships


484



















27Minority interests


5,087



3,054















Income (loss) from continuing
    operations


(9,373
)


(5,597
)


3,788



8,011



3,624



(335
)Discontinued
    operations:Income (loss) from discontinued
    operations


(9
)


(4
)


36



33



47



121 32




---



##### Table of Contents



Company


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the year ended December 31,December 31, 2006


December 31, 2005


October 31, 2005


2004


2003


2002Gain from sale of real estate
    properties


435



















613Minority interests in operating
    partnership


(150
)


1















Total discontinued operations


276



(3
)


36



33



47



734Net income (loss)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044


$
3,671


$
399Per Share:Declared dividend

$
1.40


$
0.2333Loss from continuing
    operations  basic and diluted

$
(1.17
)

$
(0.70
)Net loss  basic and
    diluted

$
(1.14
)

$
(0.70
)Weighted average
    shares  basic and diluted


7,975



7,972Weighted average shares and
    units  basic


12,590



12,197Weighted average shares and
    units  diluted


12,612



12,225Selected Balance Sheet
    Data:Assets:Real estate properties, net

$
351,172


$
257,144






$
155,376


$
148,439


$
147,544Other assets, net


41,886



49,808







21,915



16,411



17,942Other assets  held for
    sale






1,530







1,134



1,149



1,184Total assets

$
393,058


$
308,482






$
178,425


$
165,999


$
166,670Liabilities and owners
    equity (deficit):Mortgages and line of credit

$
262,031


$
158,974






$
213,536


$
201,133


$
197,126Other liabilities, net


17,351



7,750







10,016



10,532



11,789Other liabilities  held
    for sale






1,272







1,300



1,421



1,444Minority interests


54,001



62,018















Owners equity (deficit)


59,675



78,468







(46,427
)


(47,087
)


(43,689
)Total liabilities and owners
    equity (deficit)

$
393,058


$
308,482






$
178,425


$
165,999


$
166,670Cash Flow Data:Net cash provided by operating
    activities

$
15,900


$
1,635


$
10,312


$
16,089


$
12,738


$
13,326Net cash used in investing
    activities

$
(103,587
)

$
(27,462
)

$
(5,939
)

$
(13,767
)

$
(7,523
)

$
(8,584
)Net cash provided by (used in)
    financing activities

$
78,932


$
35,398


$
(5,863
)

$
1,880


$
(6,339
)

$
(3,644
)Other Data:Funds from operations(1)

$
15,037


$
(4,518
)

$
12,303


$
17,656


$
13,462


$
9,276  33




---



##### Table of Contents



(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 expense. 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),
    which 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.    Company


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the Year Ended December 31,December 31, 2006


December 31, 2005


October 31, 2005


2004


2003


2002Funds from
    operations:Net income (loss)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044


$
3,671


$
399Minority interests


(5,058
)


(3,055
)














Real estate depreciation and
    amortization


30,052



4,128



8,384



9,533



9,702



9,466Unconsolidated entities real
    estate depreciation and amortization


59



9



95



79



89



51Gain on sale of real estate
    properties


(919
)


















(640
)Total funds from
    operations

$
15,037


$
(4,518
)

$
12,303


$
17,656


$
13,462


$
9,276  34




---



##### 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 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 Statements Regarding Forward-Looking
    Information.
  Overview
      and/or
  
    50 wholly-owned properties;
    Four joint venture properties; and
    58 properties owned by third parties    Factors
    Which May Influence Future Results of Operations
     35




---



##### Table of Contents



Critical
    Accounting Policies
    Form 10-K.
  Investments
    in Real Estate
  Acquisition of real estate. Form 10-K.
  Useful lives of assets.
 36




---



##### Table of Contents



Asset impairment valuation.
  Revenue
    Recognition
     37




---



##### Table of Contents



REIT
    Qualification Requirements
    Results
    of Operations
      Property
    Summary
    Company/Company


Predecessor2006


2005Properties at January 1


44



43Consolidation of Rocky Mount MOB
    LLC


1



Acquisitions


6



Disposition


(1
)


Development that began rental
    operations






1Properties at December 31


50



44     Year
    ended December 31, 2006 compared to year ended
    December 31, 2005
  Revenue.
     38




---



##### 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, 2005 compared to year ended
    December 31, 2004
  Revenue.
   39




---



##### Table of Contents



Property Operating and Management
    Expenses.
  Interest Expense.
  Depreciation and Amortization
    Expenses.
  General and Administrative Expenses.
  Minority Interests.
    Cash
    Flows
  Year
    Ended December 31, 2006 compared to the Year Ended
    December 31, 2005
   40




---



##### Table of Contents



Year
    Ended December 31, 2005 compared to the Year Ended
    December 31, 2004
        Construction
    in Progress
    Estimated








EstimatedCompletion


Net Rentable


Investment


TotalProperty

Location

Date


Square Feet


to Date


InvestmentCarolina Forest Medical Plaza

Horry County, SC


2Q 2007



39,000


$
4,342


$
7,400Lancaster Rehabilitation Hospital

Lancaster, PA


2Q 2007



52,800



5,130



12,300Lancaster General Health Campus MOB

Lancaster, PA


4Q 2007



64,070



1,483



15,500Mebane Medical Office Building

Mebane, NC


1Q 2008



60,000



413



16,200Land and pre-construction
    developments












1,486



215,870


$
12,854


$
51,400  41




---



##### Table of Contents



Liquidity
    and Capital Resources
      sub-limits
           42




---



##### Table of Contents



Long-Term
    Liquidity Needs
      Contractual
    Obligations
    2007


2008


2009


2010


2011


Thereafter


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

$
62,002


$
105,036


$
46,438


$
1,456


$
3,562


$
43,035


$
261,529Standby letters of credit(2)


2,352























2,352Interest payments(3)


13,187



7,464



3,511



2,949



2,684



4,708



34,503Purchase commitments(4)


22,159



159



















22,318Ground leases(5)


195



195



195



195



195



6,781



7,756Operating leases(6)


334



403



406



350



354



30



1,877Total

$
100,229


$
113,257


$
50,550


$
4,950


$
6,795


$
54,554


$
330,335  43




---



##### Table of Contents



(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 5.33% and Prime Rate of 8.25%.(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
    Seasonality
    Recent
    Accounting Pronouncements
  No. 04-5 04-5).
 44




---



##### Table of Contents



04-5 04-5,
  AssetsReal estate property:Land

$
228Buildings and improvements


4,990Less: Accumulated depreciation


(856
)Total real estate property, net


4,362Cash and cash equivalents


213Other assets


8Total assets

$
4,583Liabilities and members
    equityMortgage loans

$
4,340Accounts payable and accrued
    liabilities


18Total liabilities


4,358Minority interests in real estate
    partnership


170Companys equity


55Total liabilities and
    members equity

$
4,583      45




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk       46




---



##### Table of Contents



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


48Consolidated
    Balance Sheets as of December 31, 2006 and 2005


49Consolidated and
    Combined Statements of Operations for Cogdell Spencer Inc. for
    the year ended December 31, 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 and for the year ended
    December 31, 2004


50Consolidated and
    Combined Statements of Stockholders and Owners
    Equity (Deficit) for Cogdell Spencer Inc. for the year ended
    December 31, 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 and for the year ended December 31,
    2004


51Consolidated and
    Combined Statements of Cash Flows for Cogdell Spencer Inc. for
    the year ended December 31, 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 and for the year ended
    December 31, 2004


52Notes to
    Consolidated and Combined Financial Statements


53Supplemental
    Schedule  Schedule III  Real Estate
    and Accumulated Depreciation


79Notes to
    Schedule III  Real Estate and Accumulated
    Depreciation


81  47




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
  Internal Control 
    Integrated Framework
  /s/
    Deloitte & Touche LLP
  Charlotte,
    North Carolina
  48




---



##### Table of Contents



COGDELL
    SPENCER INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31, 2006


December 31, 2005(In thousands, except per share amounts)ASSETSReal estate properties:Land

$
22,768


$
16,798Buildings and improvements


339,214



241,946Less: Accumulated depreciation


(23,664
)


(2,699
)Total operating real estate
    properties, net


338,318



256,045Construction in progress


12,854



1,099Real estate property,
    net  held for sale






1,379Total real estate properties, net


351,172



258,523Cash and cash equivalents


1,029



9,571Restricted cash


982



779Investment in capital lease


6,193



6,499Acquired above market leases, net
    of accumulated amortization of $290 in 2006 and $25 in 2005


966



852Acquired in place lease value and
    deferred leasing costs, net of accumulated amortization of
    $11,184 in 2006 and $1,399 in 2005


18,205



21,069Acquired ground leases, net of
    accumulated amortization of $146 in 2006 and $15 in 2005


3,092



2,919Deferred financing costs, net of
    accumulated amortization of $342 in 2006 and $31 in 2005


1,018



913Goodwill


5,326



2,875Other assets


5,075



4,331Other assets  held for
    sale






151Total assets

$
393,058


$
308,482LIABILITIES AND
    STOCKHOLDERS EQUITYNotes payable under line of credit


77,487



19,600Mortgage loans


184,544



139,374Accounts payable and other
    liabilities


9,851



4,687Accrued dividends and distributions


4,404



Acquired below market leases, net
    of accumulated amortization of $1,384 in 2006 and $164 in 2005


3,096



2,893Interest rate swap agreements






170Other liabilities  held
    for sale






1,272Total liabilities


279,382



167,996Commitments and contingenciesMinority interests in real estate
    partnership


157



Minority interests in operating
    partnership


53,844



62,018Stockholders 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, 8,000 shares issued
    and outstanding


80



80Additional paid-in capital


87,224



86,154Unamortized restricted stock
    compensation






(299
)Accumulated other comprehensive
    income


73



Accumulated deficit


(27,702
)


(7,467
)Total stockholders equity


59,675



78,468Total liabilities and
    stockholders equity

$
393,058


$
308,482    49




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR



CONSOLIDATED
    AND COMBINED STATEMENTS OF OPERATIONS  Company


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the Year EndedDecember 31, 2006


December 31, 2005


October 31, 2005


December 31, 2004(In thousands, except per share amounts)Revenues:Rental

$
52,614


$
7,006


$
14,078


$
15,482Rental  related party










21,716



24,958Management fee revenue


1,304



136



770



1,230Expense reimbursements


773



94



565



840Development fee revenue


158



85



680



1,134Interest and other income


928



127



879



843Total revenues


55,777



7,448



38,688



44,487Expenses:Property operating and management


19,848



2,583



13,058



14,756General and administrative


6,368



7,791



5,129



3,075Depreciation


20,177



2,713



8,386



9,497Amortization


10,096



1,412



58



64Interest


14,199



1,500



8,222



9,024Loss from early extinguishment of
    debt


37



103







Total expenses


70,725



16,102



34,853



36,416Income (loss) from continuing
    operations before equity in earnings (loss) of unconsolidated
    real estate partnerships, gain from sale of real estate
    partnerships, minority interests in real estate partnership, and
    minority interests in operating partnership


(14,948
)


(8,654
)


3,835



8,071Equity in earnings (loss) of
    unconsolidated real estate partnerships


4



3



(47
)


(60
)Gain from sale of real estate
    partnerships


484











Minority interests in real estate
    partnership


(121
)










Minority interests in operating
    partnership


5,208



3,054







Income (loss) from continuing
    operations


(9,373
)


(5,597
)


3,788



8,011Discontinued operations:Income (loss) from discontinued
    operations


(9
)


(4
)


36



33Gain from sale of real estate
    property


435











Minority interests in operating
    partnership


(150
)


1







Total discontinued operations


276



(3
)


36



33Net income (loss)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044Per share data  basic
    and dilutedLoss from continuing operations

$
(1.17
)

$
(0.70
)Income (loss) from discontinued
    operations


0.03



(0.00
)Net loss

$
(1.14
)

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


7,975



7,972    50




---



##### 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,
    2003





$



$



$



$



$



$
(47,087
)

$
(47,087
)Contributions


























6,744



6,744Distributions


























(14,128
)


(14,128
)Net income


























8,044



8,044Balance 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
)






78,468Comprehensive income (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
)

$



$
59,675    51




---



##### Table of Contents



COGDELL
    SPENCER INC AND COGDELL SPENCER INC. PREDECESSOR



CONSOLIDATED
    AND COMBINED STATEMENTS OF CASH FLOWS  Company


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the Year EndedDecember 31, 2006


December 31, 2005


October 31, 2005


December 31, 2004(In thousands)Operating activities:Net income (loss)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044Adjustments to reconcile net income
    (loss) to cash provided by operating activities:Minority interests


(4,937
)


(3,055
)






Depreciation and amortization
    (including amounts in discontinued operations)


30,325



4,142



8,480



9,620Amortization of acquired above
    market leases and acquired below market leases, net (including
    amounts in discontinued operations)


(990
)


(134
)






Straight-line rent revenue


(189
)


(7
)


(603
)


(730
)Amortization of deferred finance
    costs and debt premium


92



(18
)


371



485Equity-based compensation


88



6,397







Gain from sale of real estate
    partnership interests


(484
)










Gain from sale of
    property  discontinued operations


(435
)










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


(4
)


(3
)


47



60Change in fair value of interest
    rate swap agreements


(9
)


(14
)


(2,436
)


(2,874
)Termination of interest rate swap
    agreements


736











Write-off of debt premium upon
    extinguishment of debt






(70
)






Prepayment penalty for early
    extinguishment of debt


37











Changes in operating assets and
    liabilities:Other assets


(966
)


144



(1,509
)


261Accounts payable and accrued
    expenses


1,733



(147
)


2,138



1,223Net cash provided by operating
    activities


15,900



1,635



10,312



16,089Investing activities:Cash paid in Formation
    Transactions, net of cash assumed






(27,032
)






Investment in real estate
    properties and businesses


(104,778
)


(2,715
)


(6,067
)


(13,182
)Purchase of minority interests in
    the operating partnership


(1,414
)






61



Proceeds from sale of real estate
    property and capital lease


2,215



51



(82
)


73Proceeds from sale of real estate
    partnership interests


587











Advances to unconsolidated real
    estate partnerships














(209
)Distributions received from
    unconsolidated realestate partnerships


6











54Decrease (increase) in restricted
    cash


(203
)


2,234



149



(503
)Net cash used in investing
    activities


(103,587
)


(27,462
)


(5,939
)


(13,767
)Financing activities:Proceeds from mortgage notes payable


43,270



4,550



1,987



32,084Repayments of mortgage notes payable


(8,675
)


(71,357
)


(4,154
)


(19,264
)Proceeds from line of credit


92,250



19,600



3,198



Repayments to line of credit


(34,363
)


(4,711
)






(525
)Prepayment penalty for early
    extinguishment of debt


(37
)










Equity contributions to Predecessor
    entities










142



3,349Net proceeds from sale of common
    stock






91,368







Dividends and distributions


(12,981
)


(2,886
)


(7,026
)


(13,143
)Distributions to minority interests
    in real estate partnership


(134
)


(222
)






Payment of deferred financing costs


(398
)


(944
)


(10
)


(621
)Net cash provided by (used in)
    financing activities


78,932



35,398



(5,863
)


1,880Increase (decrease) in cash and
    cash equivalents


(8,755
)


9,571



(1,490
)


4,202Balance at beginning of period


9,571







13,459



9,257Cumulative effect adjustment
    associated with the implementation of EITF
    04-5


213











Balance at end of period

$
1,029


$
9,571


$
11,969


$
13,459Supplemental disclosure of cash
    flow information:Cash paid for interest, net of
    capitalized interest

$
13,372


$
1,672


$
10,464


$
12,045Supplemental cash flow
    information  noncash investing and financing
    activities:Acquisitions (See Note 4 for
    purchase price allocation):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

$
6,017


$
55,773


$



$
Debt assumed with purchase of
    properties


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










178



Accrued dividends and distributions


4,404







2,348



Negative carrying amount in
    unconsolidated real estate partnership distributed to owners










124



Property contribution from member














3,395Property distribution to member














985    52




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR



NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  1.
    Organization
    and Ownership      day-to-day
  and/or
 53




---



##### Table of Contents



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

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


1East Rocky Mount Kidney Center, LLC

Rocky Mount, NC

Medical Office, Kidney 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
    Partnership

Rocky Mount, NC

Medical Office, Kidney 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  54




---



##### 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
       55




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      No. 01-14,
    Income
    Taxes
         56




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Comprehensive
    Income or Loss
    Cash
    and Cash Equivalents
      Restricted
    Cash
    Real
    Estate Properties and Related Intangible Assets
         57




---



##### 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
   58




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  Deferred
    Financing Costs
    Unconsolidated
    Real Estate Partnerships
  78-9,
  Goodwill
    Guarantees
    Fair
    Value of Financial Instruments
    Offering
    Costs
   59




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Based Compensation
      Reclassifications
    Recent
    Accounting Pronouncements
  No. 04-5 04-5).
  04-5 04-5,
 60




---



##### Table of Contents



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

$
228Buildings and improvements


4,990Less: Accumulated depreciation


(856
)Total real estate property, net


4,362Cash and cash equivalents


213Other assets


8Total assets

$
4,583Liabilities and members
    equityMortgage loans

$
4,340Accounts payable and accrued
    liabilities


18Total liabilities


4,358Minority interests in real estate
    partnership


170Companys equity


55Total liabilities and
    members equity

$
4,583        61




---



##### 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:2007

$
48,8892008


42,0422009


35,1262010


26,8492011


20,844Thereafter


42,621$
216,371     December 31,


December 31,2006


2005Total minimum lease payments

$
14,187


$
14,948Less: Unearned income


(7,994
)


(8,449
)Investment in capital lease

$
6,193


$
6,499  62




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    For the year ending:2007

$
7662008


7722009


7782010


7842011


790Thereafter


10,297$
14,187   4.
    Acquisitions
    and Dispositions    
    Methodist Professional Center One was acquired on
    February 15, 2006, for $39.9 million inclusive of
    credits from the seller in the amount of $0.5 million
    related to potential future capital improvements, reducing the
    initial purchase price to $39.4 million. The property has
    171,114 square feet of medical office space, inclusive of a
    24,080 square foot sublease in Methodist Professional Center II.
    The property was 94.7% leased at the time of purchase, and an
    adjacent 951-space parking deck.
    On March 30, 2006, the Company acquired Hanover Medical
    Office Building One and the
    1808/1818
    Verdugo Boulevard properties. The combined portfolio purchase
    price was $36.1 million, inclusive of $0.8 million in
    credits from the seller relating to potential future capital
    improvements, reducing the initial purchase price to
    $35.3 million. The properties have 163,403 square feet
    of medical office space and was 98.5% leased on the date of
    acquisition.
    Mary Black Westside MOB was acquired on August 4, 2006, for
    $5.2 million. The Company received credits from the seller
    of $0.8 million related to potential future capital
    improvements, which reduced the initial purchase price to
    $4.4 million. The building has 37,455 square feet of
    medical office space and was 100.0% leased on the date of
    acquisition.
    On September 28, 2006, the Company acquired Parkridge MOB
    for $19.1 million. The Company received credits from the
    seller of $1.5 million related to potential future capital
    improvements, which reduced the initial purchase price to
    $17.6 million. The property has 89,451 square feet of
    medical office space and was 94.6% leased at the time of
    acquisition.
    On September 28, 2006, the Company acquired Consera
    Healthcare Real Estate, LLC, a medical office building
    management company based in Columbia, SC. Consera
    manages 39 properties containing 1.6 million square
    feet in South Carolina, Kentucky, Virginia and Florida. 63




---



##### 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/Company


Predecessor


PredecessorYear Ended December 31,2006


2005


2004Total revenues

$
66,004


$
64,670


$
62,791Net income (loss)

$
(8,737
)

$
393


$
10,213Per share information:Loss per share  basic
    and diluted

$
(1.10
)     Operating Partnership units issued

$
65,132Common shares issued


31,319Cash


36,454Assumption of liabilities


216,764Assumption of assets, including
    cash


(17,916
)EITF 94-2
    historical cost basis adjustment


(43,878
)Purchase price to be allocated

$
287,875  64




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  No. 94-2, (EITF 94-2)
    Land

$
15,868Buildings and improvements


238,798Investment in capital lease


6,550Acquired above market leases


877Acquired in place lease value and
    deferred leasing costs


22,399Acquired ground leases


2,661Goodwill


2,875Other assets


1,712Premium, net on assumed debt


(823
)Acquired below market leases


(3,042
)Total purchase price allocated

$
287,875     Building and improvements

$
2,663Acquired in place lease value and
    deferred leasing costs


221Acquired ground lease


274Acquired below market leases


(11
)Total purchase price allocated

$
3,147    65




---



##### Table of Contents



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


Predecessor


PredecessorYear Ended December 31,2006


2005


2004Revenues:Rental

$
129


$
230


$
217Total revenues


129



230



217Expenses:Property operating expenses


44



79



81General and administrative






1



1Depreciation and amortization


51



53



59Interest expense


43



65



43Total expenses


138



198



184Income (loss) from discontinued
    operations before gain from sale of real estate property and
    minority interests in operating partnership


(9
)


32



33Gain from sale of real estate
    property


435







Income from discontinued
    operations before minority interests in operating partnership


426



32



33Minority interests in operating
    partnership


(150
)


1



Total discontinued operations

$
276


$
33


$
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
    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; and
    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.     66




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
        December 31, 2006


December 31, 2005Financial position:Total assets

$
58,267


$
32,606Total liabilities


51,441



23,752Members equity


6,826



8,854   Year Ended


November 1, 2005 -December 31, 2006


December 31, 2005Results of
    operations:Revenues

$
11,270


$
1,070Operating and general and
    administrative expenses


5,012



375Net income


804



44       Ten Months


Year EndedEnded October 31,


December 31,2005


2004Results of
    operations:Revenues

$
5,126


$
5,604Operating and general and
    administrative expenses


2,527



2,302Net income


466



663  67




---



##### 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    InterestOutstanding at


Outstanding at


Stated


Rate atDecember 31,


December 31,


Interest


December 31,


MaturityEntity

2006


2005


Rate


2006


Date


AmortizationBaptist Northwest Medical Park LP

$
2,297


$
2,344



8.25
%


8.25
%


2/1/2011



25 yearsBeaufort Medical Plaza, LLC


5,152



5,270



LIBOR + .95



6.28



8/18/2008



25 yearsCabarrus Medical Partners, LLC


8,935



10,378



LIBOR + 1.50
(1)


6.83



12/15/2014



25 yearsCogdell Investors (Birkdale), LLC


7,623



7,758



6.75



6.75



10/1/2008



25 yearsEast Jefferson Medical Office
    Building LP


9,589



9,773



6.01



6.01



8/10/2014



25 yearsGaston MOB, LLC


16,566



17,358



LIBOR + 1.25



6.58



11/22/2007



25 yearsHanover MOB, LLC


5,088







6.00



6.00



11/1/2009



25 yearsHMOB Associates Limited Partnership


5,743



5,935



5.93



5.93



11/1/2013



20 yearsBarclay Downs Associates, LLC


4,550



4,550



6.50



6.50



11/15/2012



25 years(5
)Medical Arts Center of Orangeburg GP


2,628



2,723



5.95



5.95



12/18/2007



20 yearsMedical Investors I, LLC


8,803



8,962



LIBOR + 1.85



7.18



12/10/2007



25 yearsMedical Park Three Limited
    Partnership


8,243



8,418



5.55



5.55



3/25/2014



25 yearsIndianapolis MOB, LLC


30,000







LIBOR + 1.30



6.63



10/31/2009



interest onlyMulberry Medical Park LP


1,101



1,152



6.75



6.75



10/15/2007



20 yearsParkridge MOB, LLC


13,270







LIBOR + 1.45



6.78



10/1/2007



interest onlyProvidence Medical Office Building,
    LLC


9,019



9,206



6.12



6.12



1/12/2013



25 yearsRiver Hills Medical Associates, LLC


3,069



3,161



LIBOR + 2.00



7.33



11/30/2008



22 yearsRocky Mount Kidney Center LP


1,107



1,141



6.25



6.25



1/21/2009



20 yearsRocky Mount MOB, LLC


4,175







6.25



6.25



6/21/2007



25 yearsRocky Mount MOB, LLC


70







6.25



6.25



6/21/2007



25 yearsRocky Mount Medical Park LP(2)


7,953



7,953



Prime



7.25



8/15/2008



25 yearsRoper MOB, LLC


9,860



10,164



LIBOR + 1.50



6.83



7/10/2009



18 yearsRowan OSC Investors, LLC


3,477



3,547



6.00



6.00



7/6/2014



25 yearsSt. Francis Community MOB, LLC


7,280



9,448



LIBOR + 1.40



6.73



8/18/2007



25 yearsSt. Francis Medical Plaza, LLC


8,444



10,689



LIBOR + 1.43



6.76



2/15/2007



25 yearsCogdell Spencer LP(3)


77,487



19,600



(4
)


(4
)


10/31/2008



Total


261,529



159,530Premium, net


502



704Total debt

$
262,031


$
160,234     (1)
    
    Maximum interest rate of 8.25%; Minimum interest rate of 3.25%.(2)
    
    Maximum interest rate of 7.25%; Minimum interest rate of 4.25%.
    Interest only through December 2006.(3)
    
    Unsecured revolving credit facility.(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 (6.63% at
    December 31, 2006) or (2) the higher of the
    federal funds rate plus 50 basis points or Bank of America,
    N.A.s prime rate (8.25% at December 31, 2006).(5)
    
    Interest only through January 2008.     68




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
  sub-limits
          For the year ending:2007

$
62,0022008


105,0362009


46,4382010


1,4562011


3,562Thereafter


43,035$
261,529      69




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Guarantees
      7.
    Derivative
    Financial Instruments      NotionalAmount as














December 31,


December 31,of December 31,








Effective


Termination


2006


2005Entity

2006


Receive Rate


Pay Rate


Date


Date


Asset


Liability


Asset


LiabilityBeaufort Medical Plaza, LLC

$




1 Month LIBOR



5.81
%


10/25/1999



11/2/2006


$



$



$



$
133Gaston MOB, LLC






1 Month LIBOR



3.25
%


1/23/2003



11/2/2006











467



Medical Investors I, LLC






1 Month LIBOR



4.82
%


2/10/2003



11/2/2006















37River Hills Medical Associates, LLC






1 Month LIBOR



3.63
%


3/10/2003



11/2/2006











94



Roper MOB, LLC






1 Month LIBOR



4.45
%


7/26/2004



11/2/2006











90



$



$



$
651


$
170    70




---



##### 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,











Expiration


2006


2005Entity

2006


Receive Rate


Pay Rate


Effective Date


Date


Asset


Liability


Asset


LiabilityBeaufort Medical Plaza, LLC

$
5,049



1 Month LIBOR



5.01
%


11/2/2006



7/25/2008


$
6


$



$



$
Gaston MOB, LLC


16,566



1 Month LIBOR



5.18
%


11/3/2006



11/22/2007



8











Medical Investors I, LLC


8,803



1 Month LIBOR



5.15
%


11/2/2006



12/10/2007



6











Methodist Professional Center I


30,000



1 Month LIBOR



4.95
%


11/2/2006



10/31/2009



34











River Hills Medical Associates, LLC


3,069



1 Month LIBOR



4.97
%


11/2/2006



12/15/2008



4











Roper MOB, LLC


9,860



1 Month LIBOR



4.95
%


11/2/2006



7/10/2009



12











$
70


$



$



$
     8.
    Commitments
    and Contingencies  Construction
    in Progress
    Estimated








EstimatedCompletion


Net Rentable


Investment


TotalProperty

Location


Date


Square Feet


to Date


InvestmentCarolina Forest Medical Plaza


Horry County, SC



2Q 2007



39,000


$
4,342


$
7,400Lancaster Rehabilitation Hospital


Lancaster, PA



2Q 2007



52,800



5,130



12,300Lancaster General Health Campus MOB


Lancaster, PA



4Q 2007



64,070



1,483



15,500Mebane Medical Office Building


Mebane, NC



1Q 2008



60,000



413



16,200Land and pre-construction
    developments














1,486



215,870


$
12,854


$
51,400  71




---



##### 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:2007

$
5292008


5982009


6012010


5452011


549Thereafter


6,811$
9,633     Tax
    Protection Agreements
      majority-in-interest majority-in-interest
      Litigation
   72




---



##### 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
      Distributions
    10.
    Minority
    Interests   73




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
               11.
    Incentive
    Plan        12.
    401(k)
    Savings Plan   74




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Loss per
    Share    November 1, 2005Year Ended


throughDecember 31, 2006


December 31, 2005Loss from continuing operations

$
(9,373
)

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


276



(3
)Net loss

$
(9,097
)

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

$
1.17


$
(0.70
)Income (loss) from discontinued
    operations


0.03



(0.00
)Net loss

$
(1.14
)

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


7,975



7,972     December 31, 2006


December 31, 2005Operating Partnership units


4,584,332



4,365,039Unvested restricted stock


20,700



28,4004,605,032



4,393,439   14.
    Related
    Party Transactions         75




---



##### Table of Contents



COGDELL
    SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
  NOTES TO
    CONSOLIDATED AND COMBINED FINANCIAL
    STATEMENTS  (Continued)
      15.
    Segment
    Reporting   76




---



##### Table of Contents



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


PredecessorFor the Year Ended


November 1, 2005 -


January 1, 2005 -


For the Year EndedDecember 31, 2006


December 31, 2005


October 31, 2005


December 31, 2004Property operations:Rental revenues

$
51,807


$
7,006


$
35,794


$
40,440Interest and other income


831



116



878



831Operating and general and
    administrative expenses


(19,148
)


(2,583
)


(11,122
)


(11,563
)Intersegment expenses


(3,507
)


(507
)


(2,778
)


(3,228
)Net operating income

$
29,983


$
4,032


$
22,772


$
26,480Total segment assets, end of period

$
379,574


$
301,792






$
176,929Real estate services:Fee revenue

$
1,495


$
221


$
1,450


$
2,364Expense reimbursements


804



94



565



840Other income


53



11



1



12Intersegment revenues


3,507



507



2,778



3,228Operating and general and
    administrative expenses


(3,453
)


(652
)


(3,893
)


(4,900
)Net operating income

$
2,406


$
181


$
901


$
1,544Total segment assets, end of period

$
8,970


$
5,160






$
1,496Reconciliations:Total segment revenues

$
58,497


$
7,955


$
41,466


$
47,715Elimination of intersegment revenues


(3,507
)


(507
)


(2,778
)


(3,228
)Rocky Mount MOB and elimination of
    related intersegment revenues


787











Total combined revenues

$
55,777


$
7,448


$
38,688


$
44,487Segment net operating income

$
32,389


$
4,213


$
23,673


$
28,024Corporate general and
    administrative expenses


(3,414
)


(7,139
)


(3,172
)


(1,368
)Depreciation and amortization
    expense


(30,155
)


(4,125
)


(8,444
)


(9,561
)Interest expense


(13,928
)


(1,500
)


(8,222
)


(9,024
)Loss from early extinguishment of
    debt


(37
)


(103
)






Gain from sale of real estate
    partnership interests


484











Net income of Rocky Mount MOB, net
    of minority interests


76











Gain (loss) on unconsolidated real
    estate partnerships


4



3



(47
)


(60
)Minority interests in operating
    partnership


5,208



3,054







Total discontinued operations


276



(3
)


36



33Net income (loss)

$
(9,097
)

$
(5,600
)

$
3,824


$
8,044Total segment assets

$
388,544


$
306,952






$
178,425Rocky Mount MOB total assets


4,514











Total discontinued operations






1,530







1,530Total assets, end of period

$
393,058


$
308,482






$
179,955  77




---



##### 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, 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   Three Months EndedDecember 31, 2005(1)


September 30, 2005


June 30, 2005


March 31, 2005Total revenue

$
11,649


$
11,498


$
11,469


$
11,520Income (loss) from continuing
    operations

$
(5,032
)

$
834


$
(68
)

$
2,458Total discontinued operations


(7
)


8



14



17Net income (loss)

$
(5,039
)

$
842


$
(54
)

$
2,475Per share  basic and
    diluted:Loss from continuing operations

$
(0.70
)

$



$



$
Total discontinued operations


(0.00
)










Net loss

$
(0.70
)

$



$



$
Weighted average
    shares  basic and diluted(2)


7,972     (1)
    
    Represents consolidated operating results for the Company for
    the period from November 1, 2005 to December 31, 2005
    and combined operating results for the Predecessor for the
    period October 1, 2005 to October 31, 2005. The
    operating results for the quarter ended December 31, 2005
    may not be comparable to future expected operating results of
    the Company since they include various Offering-related charges.(2)
    
    The net loss per share-basic and diluted is for the period from
    November 1, 2005 to December 31, 2005. This may not be
    comparable to future net income (loss) per share since it
    includes the effect of various Offering-related charges. 78




---



##### Table of Contents



COGDELL
    SPENCER INC.
 SCHEDULE III
    REAL ESTATE AND ACCUMULATED DEPRECIATION
    DECEMBER 31, 2006  Cost Capitalized


Gross Amount at Which Carried atInitial Costs(J)


Subsequent to


December 31, 2006Building and


Acquisition or





Building and





Accumulated


Date


DateProperty Name

Location

Encumbrances


Land


Improvements(A)


Development


Land


Improvements(A)


Total(B)


Depreciation


Constructed(C)


Acquired(In thousands)Verdugo Professional Building I

California

$



$
1,218


$
8,228


$
331


$
1,220


$
8,557


$
9,777


$
406



1972



2006Verdugo Professional
    Building II

California






3,531



8,915



26



3,539



8,933



12,472



461



1987



2006Augusta POB I

Georgia






259



8,431



372



259



8,803



9,062



872



1978



2005Augusta POB II

Georgia






602



10,646



(38
)


603



10,607



11,210



878



1987



2005Augusta POB III

Georgia






339



3,986



274



340



4,259



4,599



297



1994



2005Augusta POB IV

Georgia






551



4,672



342



552



5,013



5,565



376



1995



2005Methodist Professional Center One

Indiana


30,000







37,830



1,036







38,866



38,866



1,370



1985



2006Our Lady of Bellefonte

Kentucky










13,938



76







14,014



14,014



837



1997



2005East Jefferson Medical Office
    Building

Louisiana


9,589







12,239



42







12,281



12,281



922



1985



2005Barclay Downs

North Carolina


4,550



2,084



3,363



132



2,087



3,492



5,579



406



1987



2005Birkdale Medical Village

North Carolina


7,623



1,087



5,829



14



1,089



5,841



6,930



415



1997



2005Birkdale Retail

North Carolina






142



992



17



142



1,009



1,151



69



2001



2005Cabarrus POB

North Carolina










7,446



187







7,633



7,633



530



1997



2005Copperfield Medical Mall

North Carolina


(D
)


1,380



4,047



39



1,382



4,084



5,466



385



1989



2005Copperfield MOB

North Carolina










9,281



805







10,086



10,086



446



2005



2005East Rocky Mount Kidney Center

North Carolina






260



1,194



4



260



1,198



1,458



94



2000



2005Gaston Professional Center

North Carolina


16,566







21,358



1,414







22,772



22,772



2,649



1997



2005Harrisburg Family Physicians
    Building

North Carolina


(E
)


270



509



91



270



600



870



67



1996



2005Harrisburg Medical Mall

North Carolina


(D
)


441



1,722



4



442



1,725



2,167



126



1997



2005Lincoln/Lakemont Family Practice
    Center

North Carolina


(E
)


270



1,025



164



270



1,189



1,459



135



1998



2005Mallard Crossing Medical Park

North Carolina






1,256



4,626



11



1,258



4,635



5,893



489



1997



2005Midland Medical Mall

North Carolina


(D
)


288



1,134



36



288



1,170



1,458



100



1998



2005Mulberry Medical Park

North Carolina


1,101







2,283



87







2,370



2,370



279



1982



2005Northcross Family Medical Practice
    Building

North Carolina


(E
)


270



498



93



270



591



861



66



1993



2005Randolph Medical Park

North Carolina


(E
)


1,621



5,366



11



1,623



5,375



6,998



576



1973



2005Rocky Mount Kidney Center

North Carolina


1,107



198



1,366



10



198



1,376



1,574



106



1990



2005Rocky Mount MOB(I)

North Carolina


4,245



228



4,990







228



4,990



5,218



983



2002



2006
(I)Rocky Mount Medical Park

North Carolina


7,953



982



9,854



66



985



9,917



10,902



1,179



1991



2005Rowan Outpatient Surgery Center

North Carolina


3,477



399



4,666



15



400



4,680



5,080



264



2003



2005Weddington Internal &
    Pediatric Medicine

North Carolina


(D
)


489



838



6



490



843



1,333



68



2000



2005190 Andrews

South Carolina










2,663



228







2,891



2,891



219



1994



2005Baptist Northwest

South Carolina


2,297



398



2,534



1,195



1,566



2,561



4,127



249



1986



2005Beaufort Medical Plaza

South Carolina


5,152







7,399



16







7,415



7,415



454



1999



2005Mary Black Westside

South Carolina










3,922



82







4,004



4,004



62



1991



2006Medical Arts Center of Orangeburg

South Carolina


2,628



605



4,172



254



606



4,425



5,031



317



1984



2005Mt. Pleasant MOB

South Carolina










3,320



137







3,457



3,457



305



2001



2005One Medical Park  HMOB

South Carolina


5,743







8,767



295







9,062



9,062



545



1984



2005Parkridge MOB

South Carolina


13,270







16,353



84







16,437



16,437



142



2003



2006Providence MOB I

South Carolina


(F
)






5,152



57







5,209



5,209



376



1979



2005Providence MOB II

South Carolina


(F
)






2,441



106







2,547



2,547



167



1985



2005Providence MOB III

South Carolina


(F
)






5,459



3







5,462



5,462



372



1990



2005River Hills Medical Plaza

South Carolina


3,069



1,428



4,202



18



1,430



4,218



5,648



245



1999



2005Roper MOB

South Carolina


9,860







11,586



108







11,694



11,694



1,105



1990



2005St. Francis Community Medical
    Office Building

South Carolina


(G
)






5,934



402







6,336



6,336



542



2001



2005St. Francis Medical Plaza

South Carolina


(H
)






8,007



74







8,081



8,081



417



1998



2005St. Francis MOB

South Carolina


(G
)






5,522



326







5,848



5,848



463



1984



2005St. Francis Womens Center

South Carolina


(H
)






7,352



134







7,486



7,486



340



1991



2005Three Medical Park

South Carolina


8,243







10,405



190







10,595



10,595



829



1988



2005West Medical I

South Carolina










3,792



822







4,614



4,614



391



2003



2005Hanover Medical Office Building

Virginia


5,088



970



9,890



74



971



9,963



10,934



273



1993



2006Total







$
21,566


$
330,144


$
10,272


$
22,768


$
339,214


$
361,982


$
23,664  79




---



##### 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
    approximately $376.2 million as of December 31, 2006.
    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
    $8.9 million at December 31, 2006.(E)
    
    - Collateral for variable rate mortgage which had a balance of
    $8.8 million at December 31, 2006.(F)
    
    - Collateral for fixed rate mortgage which had a balance of
    $9.0 million at December 31, 2006.(G)
    
    - Collateral for variable rate mortgage which had a balance of
    $7.3 million at December 31, 2006.(H)
    
    - Collateral for variable rate mortgage which had a balance of
    $8.4 million at December 31, 2006.(I)
    
    - A consolidated, less than 100% owned, real estate partnership.(J)
    
    - During 2006, certain amounts from the November 1, 2005
    purchase accounting have been reallocated among properties.  80




---



##### Table of Contents



COGDELL
    SPENCER INC.NOTES TO SCHEDULE III
    REAL ESTATE AND ACCUMULATED DEPRECIATION
    DECEMBER 31, 2006
  A summary of activity for real estate properties and
    accumulated depreciation is as follows:
  Year Ended


November 1, 2005 -December 31,


December 31,2006


2005(In thousands)Real estate
    properties:Balance, beginning of period

$
260,137


$
Formation Transactions






254,666Consolidation of Rocky Mount MOB,
    LLC


5,221



Property acquisitions


90,855



2,663Purchases of minority interests in
    Operating Partnership


573



Improvements


6,589



2,808Disposition


(1,393
)


Balance, end of period

$
361,982


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

$
2,713


$
Consolidation of Rocky Mount MOB,
    LLC


856



Depreciation


20,151



2,713Disposition


(56
)


Balance, end of period

$
23,664


$
2,713  81




---



##### 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).
       82




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board
    of Directors and Stockholders of
    Managements Report on Internal Control
    over Financial Reporting Internal Control  Integrated Framework Managements Report on
    Internal Control over Financial Reporting
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
  04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights
  /s/
    Deloitte & Touche LLP
  Charlotte,
    North Carolina
  83




---



##### Table of Contents



(c)
    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
  Form 8-K
  (704) 940-2900.
   Item 11.
    Executive
    Compensation     Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters     Item 13.
    Certain
    Relationships, Related Transactions, and Director
    Independence   84




---



##### Table of Contents



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).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). 85




---



##### Table of Contents



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, 2006.14
.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. 86




---



##### Table of Contents



SIGNATURES    COGDELL SPENCER INC.RegistrantDate: March 14, 2007

/s/  Frank
    C. SpencerFrank C. SpencerPresident and Chief Executive Officer
    (Principal Executive Officer)Date: March 14, 2007

/s/  Charles
    M. HandyCharles M. HandySenior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)     Date: March 14, 2007

/s/  James
    W. CogdellJames W. CogdellChairman of the Board of DirectorsDate: March 14, 2007

/s/  Frank
    C. SpencerFrank C. SpencerPresident, Chief Executive Officer and DirectorDate: March 14, 2007

/s/  John
    R. GeorgiusJohn R. GeorgiusDirectorDate: March 14, 2007

/s/  Christopher
    E. LeeChristopher E. LeeDirectorDate: March 14, 2007

/s/  Randolph
    D.
    Smoak, M.D.Randolph D. Smoak, M.D.DirectorDate: March 14, 2007

/s/  Richard
    C. NeugentRichard C. NeugentDirectorDate: March 14, 2007

/s/  Richard
    B. JenningsRichard B. JenningsDirector  87