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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

Date
June 12, 2009
Author
Not clearly detected
Form
UPLOAD
Company
DIGITAL REALTY TRUST, INC. (DLR, DLR-PJ, DLR-PK, DLR-PL) (CIK 0001297996)

Letter

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

Show Raw Text
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