SEC Comment Letter for DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996) (DLR) — Jun 16, 2009
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)
Date: June 16, 2009 · CIK: 0001297996 · Accession: 0000000000-09-031880
AI Filing Summary & Sentiment
File numbers found in text: 001-32336
Referenced dates: December 8, 2008, February 3, 2009, March 17, 2009
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Mail Stop 3010 June 12, 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 Schedule 14A filed on April 6, 2009
Dear Mr. Stein:
We have reviewed your response letter submitted on May 4, 2009 and have the
following comments.
In our comments, we ask you to provide us with information so we may better
understand your disclosure. Please be as detail ed as necessary in your explanation. After
reviewing this information, we may raise additional comments.
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. We note your response to comment one. It does not appear that the disclosure that
you proposed to include in future filings fully address the sign ificant assumptions
used to measure the fair value of your Cl ass C Unit awards. Please confirm that in
futures filing you will include the disclosu res required by paragraph A240.e.(2) of
SFAS 123R.
Digital Realty Trust, Inc.
Page 2 of 2
Schedule 14A
2008 Long-Term Incentive Units Awards, page 18
2. We note your response to comment 4 of our letter dated February 3, 2009. In
response to our comment, you confirmed that you would disclose the individual
performance goals and other factors take n into account in awarding long-term
incentive awards. However, we could not lo cate this disclosure. Please tell us the
specific individual goals and other fact ors that the Compensation Committee
applied in awarding long-term incentiv e units for 2008. Provide a similar
explanation with respect to stock option grants, as noted in comment 9 of our
letter dated December 8, 2008. Please also confirm that you will provide similar
disclosure in your future filings.
3. We note your response to comment 1 of our letter dated March 17, 2009. Please
tell us how you determine the number of co mmon units distributed to each partner
upon their contribution of property to the operating partnership.
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.
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