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SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — May 27, 2011

DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: May 27, 2011 · CIK: 0001297996 · Accession: 0000000000-11-033196

AI Filing Summary & Sentiment

File numbers found in text: 000-54023, 001-32336

Date
May 27, 2011
Author
Daniel L. Gordon
Form
UPLOAD
Company
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -7010 DIVISION OF CORPORATION FINANCE May 27, 2011 By U.S. Mail and facsimile to (415) 738 -6501 Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA 94105

RE: Digital Realty Trust, Inc . Digital Realty Trust, L.P. File No. 001-32336 and File No. 000-54023 Form 10 -K for the year ended December 31, 20 10

Dear Mr. Stein:

We h ave reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.

Form 10 -K

Properties, page 32

1. From footnote 4, you indicate that annualized rents, which is used to c alculate your rentals per occupied square foot, by multiplying the December contractual rent by 12. Please tell us whether your rental disclosures reflect the tenant reimbursements and concessions.

Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. Digital Realty Trust, L. P. May 27, 2011 Page 2

2. In future periodic filings, please expand your disclosur e to discuss embedded rent growth in your portfolio related to rent escalators in your leases. To the extent practicable, please quantify the percentage of leases that have escalators and provide a range of escalation.

Item 7. Management’s Discussion an d Analysis of Financial Condition and Results of Operations, page 50

3. To the extent that funds from operations is a key financial performance indicator, please include such disclosure in future periodic reports.

4. In future periodic filings, to the extent y ou have material lease expirations in the year following the reporting period, please include disclosure comparing the rents on expiring leases to market rents.

5. In future periodic reports, please discuss your leasing activities for the reported period, including the volume of new or renewed leases, average tenant improvement costs, leasing commissions and tenant concessions. Also, please discuss the relationship between rents on leases that expired in the current reporting period and rents on executed r enewals or new leases.

Critical Accounting Policies, page 55

6. In future filings please consider adding a critical accounting policy regarding capitalization of costs as it appears that you expect this to become more significant in future periods. Please discuss how it is determined when capitalization begins and ends as part of your critical accounting policy. In addition please revise future filings to include similar disclosures for your significant accounting policy for cost capitalization within your footnotes to your financial statements.

Liquidity and Capital Resources of the Parent Company, page 63

7. In future filings please include an analysis of your capitalized expenditures by breaking down total capitalized expenditures between new development, redevelopment and other cap -ex by year. In addition please provide a narrative discussion for fluctuations from year to year and expectations for the future. As part of this analysis discuss the amounts of indirect costs (soft costs) capitalized each ye ar and reasons for fluctuations.

8. We note the disclosure of several acquisitions made in the reporting period. To the extent that aggregate acquisitions in future reporting periods are material, please include capitalization rates for such acquisitions. Also include a clear

Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. Digital Realty Trust, L. P. May 27, 2011 Page 3

description of how you calculate capitalization rates, including how you calculate net operating income for such purposes.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be cer tain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible f or the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

the company may not assert staff comments as a defense in any proceeding initiated by the C ommission or any person under the federal securities laws of the United States.

You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please c ontact Jerard Gibson at (202) 551 -3473 or Duc Dang at (202) 551 -3386 with any other questions.

Sincerely,
Daniel L. Gordon
Branch Chief

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

                                                                                           May 27, 2011

By U.S. Mail and facsimile to (415) 738 -6501

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
560 Mission Street, Suite 2900
San Francisco, CA    94105

RE: Digital Realty Trust, Inc .
            Digital Realty Trust, L.P.
            File No.  001-32336 and File No.  000-54023
 Form 10 -K for the year ended December 31, 20 10

Dear Mr. Stein:

We h ave reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K

Properties, page 32

1. From footnote 4, you indicate that annualized rents, which is used to c alculate
your rentals per occupied square foot, by multiplying the December contractual
rent by 12.  Please tell us whether your rental disclosures reflect the tenant
reimbursements and concessions.

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L. P.
May 27, 2011
Page 2

2. In future periodic filings, please expand your disclosur e to discuss embedded rent
growth in your portfolio related to rent escalators in your leases.  To the extent
practicable, please quantify the percentage of leases that have escalators and
provide a range of escalation.

Item 7.  Management’s Discussion an d Analysis of Financial Condition and Results of
Operations, page 50

3. To the extent that funds from operations is a key financial performance indicator,
please include such disclosure in future periodic reports.

4. In future periodic filings, to the extent y ou have material lease expirations in the
year following the reporting period, please include disclosure comparing the rents
on expiring leases to market rents.

5. In future periodic reports, please discuss your leasing activities for the reported
period, including the volume of new or renewed leases, average tenant
improvement costs, leasing commissions and tenant concessions.  Also, please
discuss the relationship between rents on leases that expired in the current
reporting period and rents on executed r enewals or new leases.

Critical Accounting Policies, page 55

6. In future filings please consider adding a critical accounting policy regarding
capitalization of costs as it appears that you expect this to become more
significant in future periods.  Please discuss how it is determined when
capitalization begins and ends as part of your critical accounting policy.  In
addition please revise future filings to include similar disclosures for your
significant accounting policy for cost capitalization within your  footnotes to your
financial statements.

Liquidity and Capital Resources of the Parent Company, page 63

7. In future filings please include an analysis of your capitalized expenditures by
breaking down total capitalized expenditures between new development,
redevelopment and other cap -ex by year.  In addition please provide a narrative
discussion for fluctuations from year to year and expectations for the future.  As
part of this analysis discuss the amounts of indirect costs (soft costs) capitalized
each ye ar and reasons for fluctuations.

8. We note the disclosure of several acquisitions made in the reporting period.  To
the extent that aggregate acquisitions in future reporting periods are material,
please include capitalization rates for such acquisitions.   Also include a clear

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L. P.
May 27, 2011
Page 3

description of how you calculate capitalization rates, including how you calculate
net operating income for such purposes.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be cer tain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible f or the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the C ommission or any person under the federal securities laws of the
United States.

 You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3486 if
you have questions regarding comments on the financial statements and related matters.
Please c ontact Jerard Gibson at (202) 551 -3473 or Duc Dang at (202) 551 -3386 with any
other questions.

                                                                                    Sincerely,

Daniel L. Gordon
                                                                                    Branch Chief