XML 35 R19.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Equity and Capital | 9 Months Ended
--- | ---
Sep. 30, 2022
Equity and Capital |
Equity and Capital | 11. Equity and Capital Equity Distribution Agreement Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are parties to an at-the-market (ATM) equity offering sales agreement dated April 1, 2022 (the “Sales Agreement”). Pursuant to the Sales Agreement, Digital Realty Trust, Inc. can issue and sell common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. For the nine months ended September 30, 2022, we had no sales under the Sales Agreement and $1.5 billion is still available. Forward Equity Sale On September 13, 2021, Digital Realty Trust, Inc. completed an underwritten public offering of 6,250,000 shares of its common stock, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold an aggregate of 6,250,000 shares of Digital Realty Trust, Inc.’s common stock in the public offering. Digital Realty Trust, Inc. did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. The Company may receive gross proceeds of approximately $1.0 billion (based on the offering price of $155.69 per share) upon full physical settlement of the forward sale agreements, which is to be no later than March 13, 2023. During the three months ended September 30, 2022, we partially settled the forward sale agreements by issuing approximately 2.7 million shares, resulting in proceeds of approximately $400.0 million. Upon physical settlement of the forward sale agreements, the Operating Partnership is expected to issue general partner common partnership units to Digital Realty Trust, Inc. in exchange for contribution of the net proceeds. We account for our forward equity sales agreements in accordance with the accounting guidance governing financial instruments and derivatives. As of September 30, 2022, none of our forward equity sales agreements were deemed to be liabilities as they did not embody obligations to repurchase our shares, nor did they embody obligations to issue a variable number of shares for which the monetary value was predominantly fixed, varied with something other than the fair value of our shares, or varied inversely in relation to our shares. We also evaluated whether the agreements met the derivatives and hedging guidance scope exception to be accounted for as equity instruments and concluded that the agreements could be classified as equity contracts based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock. Noncontrolling Interests in Operating Partnership ​ Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are owned by third parties. The following table shows the ownership interest in the Operating Partnership as of September 30, 2022 and December 31, 2021 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, 2022 | ​ | December 31, 2021
​ | ​ | Number of | ​ | Percentage of | ​ | Number of | ​ | Percentage of
​ |  | units |  | total | ​ | units |  | total
Digital Realty Trust, Inc. | ​ | 287,509 | ​ | 97.9 | % | ​ | 284,415 | ​ | 98.0 | %
Noncontrolling interests consist of: |  | ​ |  |  |  | ​ | ​ |  |  | ​
Common units held by third parties |  | 4,387 |  | 1.5 | % | ​ | 4,389 |  | 1.5 | %
Incentive units held by employees and directors (see Note 13 "Incentive Plan") |  | 1,908 |  | 0.6 | % | ​ | 1,543 |  | 0.5 | %
​ |  | 293,804 |  | 100.0 | % | ​ | 290,347 |  | 100.0 | %
​ Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not presented as permanent equity in the condensed balance sheet. The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $585.1 million and $1,074.7 million based on the closing market price of Digital Realty Trust, Inc. common stock on September 30, 2022 and December 31, 2021, respectively. The following table shows activity for the noncontrolling interests in the Operating Partnership for the nine months ended September 30, 2022 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Common Units |  | Incentive Units |  | Total
As of December 31, 2021 |  | 4,389 |  | 1,542 |  | 5,931
Redemption of common units for shares of Digital Realty Trust, Inc. common stock (1) |  | (2) |  | — |  | (2)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock (1) |  | — |  | (21) |  | (21)
Incentive units issued upon achievement of market performance condition |  | — |  | 221 |  | 221
Grant of incentive units to employees and directors |  | — |  | 169 |  | 169
Cancellation / forfeitures of incentive units held by employees and directors |  | — |  | (3) |  | (3)
As of September 30, 2022 |  | 4,387 |  | 1,908 |  | 6,295
(1) | These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid-in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc.
​ Dividends and Distributions Digital Realty Trust, Inc. Dividends ​ We have declared and paid the following dividends on our common and preferred stock for the nine months ended September 30, 2022 (in thousands, except per share data): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Series J | ​ | Series K | ​ | Series L | ​ | ​ | ​ | ​
​ | ​ | ​ | Preferred | ​ | Preferred | ​ | Preferred | ​ | Common | ​
Date dividend declared |  | Dividend payment date | Stock |  | Stock |  | Stock | ​ | Stock | ​
March 3, 2022 | ​ | March 31, 2022 | $ | 2,625 | ​ | $ | 3,071 | ​ | $ | 4,485 | ​ | $ | 348,025 | ​
May 24, 2022 | ​ | June 30, 2022 | ​ | 2,625 | ​ | ​ | 3,071 | ​ | ​ | 4,485 | ​ | ​ | 348,077 | ​
August 17, 2022 | ​ | September 30, 2022 | ​ | 2,625 | ​ | ​ | 3,071 | ​ | ​ | 4,485 | ​ | ​ | 351,410 | ​
​ | ​ | ​ | $ | 7,875 | ​ | $ | 9,213 | ​ | $ | 13,455 | ​ | $ | 1,047,512 | ​
Annual rate of dividend per share | ​ | ​ | $ | 1.31250 | ​ | $ | 1.46250 | ​ | $ | 1.30000 | ​ | $ | 4.88000 | ​
​ Digital Realty Trust, L.P. Distributions All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for the nine months ended September 30, 2022 (in thousands, except for per unit data):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Series J | ​ | Series K | ​ | Series L | ​ | ​ | ​ | ​
​ | ​ | ​ | Preferred | ​ | Preferred | ​ | Preferred | ​ | Common | ​
Date distribution declared |  | Distribution payment date | Units | ​ | Units | ​ | Units | ​ | Units | ​
March 3, 2022 | ​ | March 31, 2022 | $ | 2,625 | ​ | $ | 3,071 | ​ | $ | 4,485 | ​ | $ | 355,812 | ​
May 24, 2022 | ​ | June 30, 2022 | ​ | 2,625 | ​ | ​ | 3,071 | ​ | ​ | 4,485 | ​ | ​ | 355,885 | ​
August 17, 2022 | ​ | September 30, 2022 | ​ | 2,625 | ​ | ​ | 3,071 | ​ | ​ | 4,485 | ​ | ​ | 359,207 | ​
​ | ​ | ​ | $ | 7,875 | ​ | $ | 9,213 | ​ | $ | 13,455 | ​ | $ | 1,070,904 | ​
Annual rate of distribution per unit | ​ | ​ | $ | 1.31250 | ​ | $ | 1.46250 | ​ | $ | 1.30000 | ​ | $ | 4.88000 | ​
​

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration