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CORRESP
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CORRESP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

July 17, 2024

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

VIA EDGAR

Frankfurt

Seoul

Hamburg

Silicon Valley

U.S. Securities and Exchange Commission

Hong Kong

Singapore

Division of Corporation Finance

Houston

Tel Aviv

Office of Real Estate & Construction

London

Tokyo

100 F Street N.E.

Los Angeles

Washington, D.C.

Washington, D.C. 20549

Madrid

Attention:
   Eric McPhee

 Wilson Lee

Re:
 Digital Realty Trust, Inc.

Form 10-K for the year ended December 31, 2023

Form 8-K filed May 2, 2024

File No. 001-32336

Ladies and Gentlemen:

 On behalf of Digital
Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the “Operating Partnership”), set forth below are the Company’s responses to the comments of the Staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated June 17, 2024, relating to the Company’s and the
Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Form 8-K filed on May 2, 2024 (the “First
Quarter 2024 Form 8-K”).

 For convenience of reference, the text of the comment in
the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the comment.

Form 8-K filed May 2, 2024

Exhibit No. 99.1

 Definitions, page 31

1.
 We note that your measures Core FFO and Adjusted EBITDA contain adjustments for other non-core items. Please tell us what types of revenues or expenses are being added back, and to the extent that these are significant to the non-GAAP measure in future filings,
please provide further explanation within your disclosure.

 Response: The Company respectfully advises the Staff that
(i) with respect to Core FFO, the “other non-core revenue adjustments” in recent periods are comprised of deferred rent adjustments related to a customer bankruptcy, joint venture development
fees included in gains, and lease termination fees, and the “other non-core expense adjustments” in recent periods are comprised of write-offs associated with bankrupt or terminated customers, non-recurring legal expenses and adjustments to reflect our proportionate share of transaction costs associated with noncontrolling interests and (ii) with respect to Adjusted EBITDA, the “other non-core adjustments, net” in recent periods are comprised of foreign exchange net unrealized gains/losses attributable to remeasurement, deferred rent adjustments related to a customer bankruptcy, write-offs
associated with bankrupt or terminated customers, non-recurring legal expenses, gain on sale of land option and lease termination fees.

 The Company intends to include footnotes in future filings that disclose the larger
components of “other non-core revenue adjustments,” “other non-core expense adjustments” and “other
non-core adjustments, net.” Attached hereto as Schedule A is a version of the reconciliations of Core FFO and Adjusted EBITDA that appeared in the Company’s earnings release and supplemental
furnished with the First Quarter 2024 Form 8-K, which has been marked to show the type of revised disclosure that the Company intends to include in future filings (text in bold underline indicating the
additions).

 *********

 If
you have any questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

 /s/ Julian Kleindorfer

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:
 Andrew Power, President & Chief Executive Officer

Matthew Mercier, Chief Financial Officer

Jeannie Lee, Executive Vice President, General Counsel and Secretary

Brent T. Epstein, Latham & Watkins LLP

 Schedule A

FFO and CORE FFO

 Unaudited and in thousands, except per share data

Three Months Ended

 Reconciliation of Net Income to Funds From Operations
(FFO)

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Net Income / (Loss) Available to Common Stockholders

$
271,327

$
18,122

$
723,440

$
108,003

$
58,547

 Adjustments:

 Non-controlling interest in operating partnership

6,200

410

16,300

2,500

1,500

 Real estate related depreciation & amortization (1)

420,591

410,167

410,836

424,044

412,192

 Reconciling items related to non-controlling
interests

(8,017
)

(15,377
)

(14,569
)

(14,144
)

(13,388
)

 Unconsolidated JV real estate related depreciation & amortization

47,877

64,833

43,215

35,386

33,719

 (Gain) / loss on real estate transactions

(286,704
)

103

(810,688
)

(89,946
)

(7,825
)

 Provision for impairment

— 

5,363

113,000

— 

— 

 Funds From Operations

$
451,273

$
483,621

$
481,535

$
465,844

$
484,745

 Weighted-average shares and units outstanding - basic

318,469

311,960

308,024

301,593

297,180

 Weighted-average shares and units outstanding - diluted (2) (3)

326,975

321,173

317,539

313,021

309,026

 Funds From Operations per share - basic

$
1.42

$
1.55

$
1.56

$
1.54

$
1.63

 Funds From Operations per share - diluted (2)
(3)

$
1.41

$
1.53

$
1.55

$
1.52

$
1.60

Three Months Ended

Reconciliation of Earnings Before Interest, Taxes, Reconciliation of FFO
to Core FFO

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Funds From Operations

$
451,273

$
483,621

$
481,535

$
465,844

$
484,745

 Other non-core revenue adjustments (4)

3,525

(146
)

(27
)

27,454

(887
)

 Transaction and integration expenses

31,839

40,226

14,465

17,764

12,267

 Loss from early extinguishment of debt

1,070

— 

— 

— 

— 

 Severance, equity acceleration and legal expenses
(5)

791

7,565

2,682

3,652

4,155

 (Gain) / Loss on FX revaluation

33,602

(24,804
)

451

(7,868
)

(6,778
)

 Other non-core expense adjustments (6)

10,052

1,956

1,295

655

— 

 Core Funds From Operations

$
532,153

$
508,417

$
500,402

$
507,501

$
493,500

 Weighted-average shares and units outstanding - diluted (2) (3)

319,138

312,356

308,539

301,806

297,382

 Core Funds From Operations per share - diluted
(2)

$
1.67

$
1.63

$
1.62

$
1.68

$
1.66

(1)
 Real Estate Related Depreciation & Amortization

Three Months Ended

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Depreciation & amortization per income statement

$
431,102

$
420,475

$
420,613

$
432,573

$
421,198

 Non-real estate depreciation

(10,511
)

(10,308
)

(9,777
)

(8,529
)

(9,006
)

 Real Estate Related Depreciation & Amortization

$
420,591

$
410,167

$
410,836

$
424,044

$
412,192

(2)
 Certain of Teraco’s minority indirect shareholders have the right to put their shares in an upstream
parent company of Teraco to Digital Realty in exchange for cash or the equivalent value of shares of Digital Realty common stock, or a combination thereof. US GAAP requires Digital Realty to assume the put right is settled in shares for
purposes of calculating diluted EPS. This same approach was utilized to calculate FFO/share. The potential future dilutive impact associated with this put right will be excluded from Core FFO and AFFO until settlement occurs – causing diluted
share count to be higher for FFO than for Core FFO and AFFO. When calculating diluted FFO, Teraco related minority interest is added back to the FFO numerator as the denominator assumes all shares have been put back to Digital Realty.

Three Months Ended

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Teraco noncontrolling share of FFO

$
9,768

$
7,135

$
11,537

$
9,645

$
11,069

 Teraco related minority interest

$
9,768

$
7,135

$
11,537

$
9,645

$
11,069

(3)
 For all periods presented, we have excluded the effect of dilutive series J, series K and series L preferred
stock, as applicable, that may be converted into common stock upon the occurrence of specified change in control transactions as described in the articles supplementary governing the series J, series K and series L preferred stock, as applicable,
which we consider highly improbable. See above for calculations of FFO and the share count detail section that follows the reconciliation of Core FFO to AFFO for calculations of weighted average common stock and units outstanding. For definitions
and discussion of FFO and Core FFO, see the Definitions section.

(4)
 Includes deferred rent adjustments related to a customer bankruptcy, joint venture development fees
included in gains and lease termination fees.

(5)
 Relates to severance and other charges related to the departure of company executives and integration-related
severance.

(6)
 Includes write-offs associated with bankrupt or terminated customers,
non-recurring legal expenses and adjustments to reflect our proportionate share of transaction costs associated with noncontrolling interests.

 ADJUSTED EBITDA

Reconciliation of Earnings Before Interest, Taxes, Depreciation, and Amortization and Financial Ratios

Unaudited and Dollars in thousands

Three Months Ended

 Reconciliation of Earnings Before Interest, Taxes,

Depreciation & Amortization (EBITDA) (1)

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Net Income / (Loss) Available to Common Stockholders

$
271,327

$
18,122

$
723,440

$
108,003

$
58,547

 Interest

109,535

113,638

110,767

111,116

102,220

 Loss from early extinguishment of debt

1,070

— 

— 

— 

— 

 Income tax expense (benefit)

22,413

20,724

17,228

16,173

21,454

 Depreciation & amortization

431,102

420,475

420,613

432,573

421,198

 EBITDA

$
835,446

$
572,958

$
1,272,048

$
667,866

$
603,420

 Unconsolidated JV real estate related depreciation & amortization

47,877

64,833

43,214

35,386

33,719

 Unconsolidated JV interest expense and tax expense

34,271

42,140

27,000

32,105

18,556

 Severance, equity acceleration and legal expenses

791

7,565

2,682

3,652

4,155

 Transaction and integration expenses

31,839

40,226

14,465

17,764

12,267

 (Gain) / loss on sale of investments

(277,787
)

103

(810,688
)

(89,946
)

— 

 Provision for impairment

— 

5,363

113,000

— 

— 

 Other non-core adjustments, net (2)

21,608

(35,439
)

1,719

22,132

(14,604
)

 Non-controlling interests

6,329

(8,419
)

12,320

(2,538
)

111

 Preferred stock dividends

10,181

10,181

10,181

10,181

10,181

 Adjusted EBITDA

$
710,556

$
699,509

$
685,943

$
696,604

$
667,804

(1)
 For definitions and discussion of EBITDA and Adjusted EBITDA, see the Definitions section.

(2)
 Includes foreign exchange net unrealized gains/losses attributable to remeasurement, deferred rent
adjustments related to a customer bankruptcy, write-offs associated with bankrupt or terminated customers, non-recurring legal expenses, gain on sale of land option and lease termination fees.