CORRESP 1 filename1.htm 06.06.14 SEC Comment Letter Response





June 6, 2014


VIA EDGAR AND FEDEX

Kevin Woody, Branch Chief
Jennifer Monick, Senior Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
Kilroy Realty Corporation
Form 10-K for year ended December 31, 2013
Filed February 14, 2014
File No. 001-12675
Kilroy Realty, L.P.
Form 10-K for year ended December 31, 2013
Filed February 14, 2013
File No. 000-54005                                

Dear Ms. Monick and Mr. Woody:
On behalf of Kilroy Realty Corporation (“KRC”) and Kilroy Realty, L.P. (the “Partnership” and, together with KRC, the “Company”), I am responding to the Staff’s letter dated June 4, 2014 with respect to the annual reports on Form 10-K for the year ended December 31, 2013 of the Company (the “Original Form 10-K”). For your convenience, the comment contained in your letter is reprinted below in italics followed by our response.
Form 10-K for the year ended December 31, 2013
Exhibits 31.1 - 31.4
1.
Please amend your filing to reference the annual report on Form 10-K in paragraph 1. Please note that the Form 10-K/A should include the entire periodic report.
Response: In response to the Staff’s comment, the Company is concurrently filing an Amendment No. 1 (the “Amendment”) to the Original Form 10-K. The Amendment will include the entire periodic report and amend Exhibits 31.1 - 31.4 and Exhibits 32.1 - 32.4, which, due to a scrivener’s error, inadvertently omitted applicable references to the Original Form 10-K in the versions of such exhibits that were filed with Commission.





In connection with the Company’s response to your comments on the Original Form 10-K, the Company acknowledges that:
The Company is responsible for the adequacy and the 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 of the United States.


* * *


If you have any additional questions, please feel free to call me at (310) 481-8400 to discuss them.
Respectfully submitted,

/s/ Tyler H. Rose

Tyler H. Rose
Executive Vice President and Chief Financial Officer
Kilroy Realty Corporation
Kilroy Realty, L.P.




cc:    Heidi R. Roth, Senior Vice President, Chief Accounting Officer and Controller    
cc:    Julian Kleindorfer, Esq., Latham and Watkins, LLP