SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Apr 17, 2009
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: April 17, 2009 · CIK: 0001297996 · Accession: 0000000000-09-020285
AI Filing Summary & Sentiment
File numbers found in text: 001-32336
Letter
Mail Stop 4561 April 7, 2009 VIA USMAIL and FAX (415) 738 - 6501 Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA 94105 RE: Digital Realty Trust, Inc . File No. 001-32336 Form 10-K for the year ended December 31, 2008
Dear Mr. Stein: We have reviewed your filing and have the following comments. In our comments, we ask you to provide us with in formation so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please be as detailed as necessary in your explanation. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2008
Note 10. Incentive Plan, page 98
1. Please refer also to note 2(m). We no ted that you use the Black-Scholes option- pricing model for your stock option grants. Please explain to us, and disclose in futures filings, the method used to meas ure the fair value of the share-based compensation awards with performance conditions under your Class C Unit awards, including a descripti on of the significant assumptions used to measure the fair value of these awards.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides a ny requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Digital Realty Trust, Inc. Page 2 of 2
We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a 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 of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Jorge L. Bonilla at (202) 551-3414 or me at (202) 551-3413 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at ( 202) 551-3585 with any other questions.
Sincerely, Cicely LaMothe Branch Chief
Show Raw Text
Mail Stop 4561 April 7, 2009 VIA USMAIL and FAX (415) 738 - 6501 Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA 94105 RE: Digital Realty Trust, Inc .
File No. 001-32336 Form 10-K for the year ended December 31, 2008
Dear Mr. Stein:
We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with in formation so we may better understand your
disclosure. After reviewing this information, we may raise additional comments. Please be as detailed as necessary in your explanation. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2008
Note 10. Incentive Plan, page 98
1. Please refer also to note 2(m). We no ted that you use the Black-Scholes option-
pricing model for your stock option grants. Please explain to us, and disclose in
futures filings, the method used to meas ure the fair value of the share-based
compensation awards with performance conditions under your Class C Unit awards, including a descripti on of the significant assumptions used to measure the
fair value of these awards.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a letter that keys your
responses to our comments and provides a ny requested information. Detailed letters
greatly facilitate our review. Please understand that we may have additional comments
after reviewing your responses to our comments.
Digital Realty Trust, Inc.
Page 2 of 2
We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a 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 of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jorge L. Bonilla at (202) 551-3414 or me at (202) 551-3413 if
you have questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at ( 202) 551-3585 with any other questions.
Sincerely, Cicely LaMothe Branch Chief