SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — May 22, 2014
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: May 22, 2014 · CIK: 0001297996 · Accession: 0000000000-14-026307
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May 22, 2014 Via E -mail A. William Stein Interim Chief Executive Officer and Chief Financial Officer Digital Realty Trust, Inc. and Digital Realty Trust, L.P. Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 Re: Digital Realty Trust, Inc. Amendment 1 to Form 10-K for fis cal year ended December 31, 2013 Filed March 4, 2014 File No. 1 -32336 Digital Realty Trust, L.P. Amendment 1 to Form 10-K for fiscal year ended December 31, 2013 Filed March 4, 2014 File No. 0 -54023 Dear Mr. Stein : We have reviewed your filing s 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 res pond to this letter within ten business days 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, please tell us why in your respon se. After reviewing the information you provide in response to these comments, we may have additional comments. Please apply the comments noted below to the financial statements of both the company and your operating partnership. A. William Stein Digital Realty Trust, Inc. Digital Realty Trust, L.P. May 22, 2014 Page 2 Amendment 1 to Form 10 -K for fis cal year ended December 31, 2013 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 65 Operating Expenses and Interest Expense, page 69 We note your definition of same store properties. Please tell us why you believe it is 1. appropriate to include within your same store metrics development properties placed into service within the past two years as opposed to classifying such properties as additions to your portfolio. Further, please also compare this metric to stabilized properties as defined in your Form 10 -Q for the period ended March 31, 2014, highlighting the differences between stabilized properties and those provided on a same store basis, and the benefit of providing both metrics. Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies (g) Capitalization of Costs, page 123 We note that you cease cost capitalization if activities necessary for property 2. development have been suspended. Please tell us how you account for such accumulated costs when you cease cost capitalization and the accounting literature relied upon, and provide us with your prop osed disclosure for future filings. We note that retrospective to January 1, 2013, you refined your capitalization practices 3. related to certain operating expenditures as well as conforming your construction period completion date. Given such changes to yo ur accounting policies, please tell us how you determined that you were not required to provide a letter from your independent accountants pursuant to Item 601(b)(18) of Regulation S -K. Note 4. Investment in Unconsolidated Joint Ventures, page 132 We note that you recognized a gain of $115.6 million in connection with the contribution 4. of nine data centers to the newly formed PREI joint venture. Please explain to us in detail your basis for recording this gain, including the accounting literature upon whic h you relied. Please address the applicability of ASC 970 -323-30 in your response. A. William Stein Digital Realty Trust, Inc. Digital Realty Trust, L.P. May 22, 2014 Page 3 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securitie s 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 for the accuracy and adequacy of the disclosures they have m ade. 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 Commission or any person under the federal securities laws o f the United States. You may contact Mark Rakip, Staff Accountant at 202.551.3573 or me at 202.551.3429 if you have questions regarding comments on the financial statements and related matters. Sincerely, /s/ Kristi Marrone Krist i Marrone Staff Accountant