8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2007

DIGITAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

560 Mission Street, Suite 2900 San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

(415) 738-6500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The information furnished in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On March 5, 2007, we issued a press release announcing our presentation at the Thomas Weisel Partners Internet & Digital Media Conference. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On March 7, 2007, management will make a presentation at a series of investor meetings at the Thomas Weisel Partners Internet & Digital Media Conference. A copy of the materials to be presented at the investor meetings is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated March 5, 2007.
99.2	Materials to be presented at a series of investor meetings on March 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Digital Realty Trust, Inc.
By:	/s/ Joshua A. Mills
	Joshua A. Mills
	General Counsel and Assistant Secretary

Date: March 7, 2007

EXHIBITS

Exhibit Number	Description
99.1	Press Release dated March 5, 2007.
99.2	Materials to be presented at a series of investor meetings on March 7, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For Additional Information:

A. William Stein	Pamela A. Matthews
Chief Financial Officer and	Investor/Analyst Information
Chief Investment Officer	Digital Realty Trust, Inc.
Digital Realty Trust, Inc.	(415) 738-6500
(415) 738-6500

DIGITAL REALTY TRUST TO PRESENT AT THE THOMAS WEISEL PARTNERS’

INTERNET & DIGITAL MEDIA CONFERENCE 2007

San Francisco, Calif. (March 5, 2007) – Digital Realty Trust (NYSE: DLR) announced today that members of its management team will be presenting on Wednesday, March 7^th at the Thomas Weisel Partners’ Internet & Digital Media Conference 2007 at 9:45 a.m. PST. The conference is being held March 6 – 7, 2007 at The Four Season Hotel in San Francisco, California.

A webcast of the live presentation will be accessible from the investor relations section of Digital Realty Trust’s website at www.digitalrealtytrust.com. For those who cannot participate in the live event, an archive of the webcast will also be available at www.digitalrealtytrust.com.

About Digital Realty Trust, Inc.

Digital Realty Trust, Inc. owns, acquires, repositions and manages technology-related real estate. Digital Realty Trust’s 63 properties contain applications and operations critical to the day-to-day operations of technology industry tenants and corporate enterprise data center tenants. Comprising approximately 11.7 million rentable square feet, including 1.5 million square feet of space held for redevelopment, Digital Realty Trust’s portfolio is located in 25 markets throughout North America and Europe. For additional information, please visit the Digital Realty Trust’s website at www.digitalrealtytrust.com.

# # #

560 MISSION STREET, SUITE 2900

SAN FRANCISCO, CA 94105

415-738-6500

EX-99.2

Thomas Weisel

Partners

Internet and Digital Media Conference

March 2007

Foundation of the Digital World

Exhibit 99.2

1

Forward Looking Statements

The information included in this presentation contains forward-looking statements. Such statements are based

on management’s beliefs and assumptions made based on information currently available to

management.

Such forward looking statements include statements and projections related to growth in the

Software as a Service (SaaS) and e-commerce market, the digital communication and distribution market, and

the data storage market, online advertising, the market effects of regulatory requirements, the disaster recovery

market, estimates of sufficiency of power and cooling in existing datacenters, the replacement cost of our assets,

redevelopment costs in our buildings, and time periods to stabilization of our development space, the effect new

leases will have on our rental revenues and results of operations, lease expiration rates, the effect of leasing and

acquisition on our FFO, and annualized GAAP rent. Such statements are subject to risks, uncertainties and

assumptions

and

are

not

guarantees

of

future

performance

and

may

be

affected

by

known

and

unknown

risks,

trends, uncertainties and factors that are beyond our control that may cause actual results to vary materially.

Some of the risks and uncertainties include, among others, the following: adverse economic or real estate

developments in our markets or the technology industry; general and local economic conditions; defaults on or

non-renewal of leases by tenants; difficulty acquiring or operating properties in foreign jurisdictions, changes in

foreign laws and regulations, including those related to taxation and real estate ownership and operation,

increased interest rates and operating costs; inability to acquire new properties (including those we are in the

process of acquiring); our failure to obtain necessary outside financing; increased construction costs; decreased

rental rates or increased vacancy rates; difficulties in identifying properties to acquire and completing

acquisitions; our failure to successfully operate acquired properties and operations; our failure to maintain our

status as a REIT; possible adverse changes to tax law; environmental uncertainties and risks related to natural

disasters; environmental or contamination issues at our buildings; financial market fluctuations; changes in

foreign currency exchange rates; and changes in real estate and zoning laws and increases in real property tax

rates.

The risks described above are not exhaustive, and additional factors could adversely affect our business

and financial performance, including those discussed in our annual report on Form 10-K for the year ended

December

31,

2006

and

subsequent

filings

with

the

Securities

and

Exchange

Commission.

We

expressly

disclaim any responsibility to update forward-looking statements, whether as a result of new information, future

events or otherwise.

2

Digital Realty Trust overview

Tenants consist of leading global

companies diversified across various

industries

Own 63 properties comprising 11.7

million rentable sq ft which includes

1.5 million sq ft of space held for

redevelopment

(1)

Portfolio occupancy of 95.0% and

“same store”

occupancy of 97.0%

(2)

Assets strategically located in 25 top

technology markets throughout North

America and Europe

DLR is a leading institutional owner focused on mission critical

technology properties throughout North America and Europe

4025 Midway Road

Dallas, TX

(1) Includes property acquisitions as of March 1, 2007

(2) Occupancy is as of December 31, 2006, net of redevelopment space.

3

DLR investment highlights

Focused on providing solutions  to

companies with growing datacenter

requirements

High quality portfolio that is difficult to

replicate

Proven track record of creating shareholder

value

Conservative and flexible capital structure

Industry-leading domestic and international

datacenter development and critical facilities

management capabilities

2323 Bryan Street

Dallas, TX

4

DLR properties feature advanced technical systems

Between $500 and $1000 psf typically invested in DLR buildings, creating a barrier to

exit for tenants and discouraging speculative new supply

Power backup/redundancy

Power management/conversion

Precision air cooling/handling

Systems and security controls

5

DLR presence in 25 top markets

(1)

11,736,000

84

63

Total

866,000

10

8

International

10,879,000

74

55

Domestic

Total Rentable

Square Feet

# of Buildings

# of Properties

(1) Includes  properties owned as of March 1, 2007

6

DLR properties serve a variety of industry verticals

DLR offers corporate enterprise tenants, IT service providers, and network

carriers flexible, cost-effective and reliable datacenter solutions

Technology

Internet

Enterprise

Communications

Manufacturing/

Energy/Retail

Financial

7

DLR is unique in its focus on technology properties

Corporate Datacenters

–

Storage/server intensive buildings

–

Provide a secure 24x7 environment

for the storage and processing of

mission-critical electronic

information

–

Used to house primary IT

operations: transaction processing,

data storage, disaster recovery,

CRM and email

Internet Gateways

–

Internet and telecom network

intensive buildings

–

Serve as the hub for Internet and

data communications within and

between major metropolitan areas

–

Market-dominant position in their

respective MSAs

–

Frequently serve as a super-

regional connection point with

multiple anchor tenants

Internet

Gateways

37%

Non

Technical

12%

Corporate

Datacenters

51%

(1)  Calculated based on average annualized GAAP rents using in place leases as of December 31, 2006.

Portfolio Distribution

(1)

8

Strong trends drive sustained demand for DLR space

Other Growth Drivers

By 2008, 50% of existing

corporate data centers will

have insufficient power and

cooling capacity to meet the

demands of high-density

equipment

(4)

Increased federal regulatory

and legislative requirements for

business continuity and

records retention

Disaster Recovery initiatives

prioritized as a result of

Hurricanes Katrina and Rita

HIPAA patient records security

and retention regulations

Significant growth in online

advertising: up 30% in 2006;

expected 19% increase in

2007

(5)

U.S. e-commerce spending

increased 24% during 2006

(6)

(1)

(2)

(3)

Primary Drivers –

Estimated Annual Growth Rates

(1) Gartner (May 2006) estimated growth in Software as a Service

(SaaS) from 2006 to 2009

(2) IDC estimate of US VOIP subscriber growth from 2005 to 2009

(3) Wall Street Journal estimate of corporate data storage capacity growth

(4) Gartner 25th Annual Datacenter Conference 2006

(5) eMarketer.com, February 2007

(6) comScore

Networks, 2007

73%

60%

57%

20

40

60

80

SaaS

Digital

Communication

& Distribution

Data Storage

100%

0%

9

DLR offers sustained growth

Acquisitions

Leasing of Turn-Key

Datacenter

TM

Space

Redevelopment Inventory

DLR growth is derived from three sources

10

2005, 2006 & YTD 2007 acquisitions

Acquired 40 properties

(1)

totaling over $1.1 billion

Added approximately 6.4 million square feet to total portfolio, including

1.5 million square feet of redevelopment inventory

New markets include:

–

Philadelphia

–

St. Paul

–

Chicago

–

Charlotte

–

Amsterdam, Netherlands

–

Geneva, Switzerland

–

Northern Virginia

–

Austin

–

Dublin, Ireland

–

Toronto, Canada

–

Houston

–

Seattle

–

Paris, France

Chicago, Illinois

Paris, France

(1)

Includes

one

property

held

as

an

investment

in

an

unconsolidated

joint

venture

11

Leasing drives internal growth

DLR commenced 211 leases during 2006, contributing approximately

$30.0 million in annualized GAAP rental revenues

(1)

(1)

GAAP rental revenues include total rent for both renewals and expansions.

(2)

Excludes leases for parking garages

$2.7 million

$17.00

155,000

33

Non Technical

(2)

$4.8 million

$42.00

114,000

5

Redevelopment

$22.6 million

$121.00

186,000

173

Datacenter

Annualized

GAAP Rent

Annualized

GAAP Rent PSF

Total SF

Leased

# of Leases

Type of Space

DLR executed 231 leases during 2006, contributing approximately $41.2 million

in

annualized

GAAP

rental

revenues

(1)

.

In

the

fourth

quarter

of

2006

DLR

executed leases for 302,000 sf

of datacenter space that will commence in 2007.

12

Case studies:  DLR’s

value-add leasing

(1)  Calculation based on IPO date of November 2004 and actual Net Operating Income (NOI) as of December 31, 2006. See page 22 for a discussion of NOI.

350 East Cermak Road

1100 Space Park Drive

200 Paul Avenue

300 Boulevard East

Property Name

Location

Acquisition /

IPO Date

% Change in NOI

from later of

Acquisition or

IPO

(1)

200 Paul Avenue

San Francisco, CA

Nov-04

41.5%

1100 Space Park Drive

Santa Clara, CA

Nov-04

50.9%

350 East Cermak Road

Chicago, IL

May-05

18.8%

300 Boulevard East

Weehawken, NJ

Nov-04

52.5%

13

DLR redevelopment inventory

Redevelopment inventory totals 1.5 million

sf

of vacant space with potential for up to

1.1 million sf

of datacenter:

–

Approximately 40% of inventory in

income-producing properties

–

Remaining 60% of inventory in 7

recently acquired vacant buildings

Redevelopment costs vary by building

–

Base building power, structural

upgrades:  $35 to $50 psf

–

Custom datacenter:  $700 to $1000 per

raised-floor square foot (funding

available through DLR)

Total

capital

investment

of

$312.2

million

(1)

–

Approximately $148.9 million invested

in income-producing properties

–

Approximately $163.3 million invested

in vacant buildings

(2)

Growth Opportunity

(1)

Capital investment as of December 31, 2006

(2)

Includes acquisition costs and vacant Paris building

14

Redevelopment program progress report

Construction projects underway in 11 U.S. and European markets totaling over

500,000

rentable

square

feet

of

Turn-Key

Datacenter™

and build-to-suit space

Turn-Key Datacenters™

–

Move-in ready, physically secure facilities with redundant power and cooling

capabilities

–

Measuring 10,000 –

12,000 square feet of raised-floor featuring DLR’s

POD Architecture™

Strong interest from prospective tenants

Stabilized income projected over the next 36 months

Turn-Key Datacenter™

Built-to-Suit

15

DLR’s

competitive advantage: Dedicated technical professionals

Staff of over 50 DLR technical professionals:

–

IT sales team

Focus on end-user, IT professionals (CIO or CTO)

–

Datacenter sales engineers

Provide value engineering and custom design expertise

–

Design and construction experts

Disciplined approach to project management

Volume purchase agreements for equipment and services

Best-in-class engineering and contracting

–

Datacenter facilities management team

Best-in-class operating policies and procedures

Fully-integrated Building Automation Systems

Global preventative maintenance agreements

Operating scale and process-based approach result in significant cost

savings and added value for tenants

DLR possesses the necessary scale to support these specialized professionals

16

2.0%

4.5%

5.4%

9.2%

13.5%

5.6%

6.0%

5.8%

17.5%

7.9%

17.6%

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Thereafter

DLR’s model features long-term, stable leases

The stability of our long-term leases complements our growth

Note:  Excludes vacant square footage of 0.5 million square feet

and 1.6 million square feet of space held for redevelopment as of December 31, 2006

Lease expiration as a percentage of net rentable square feet

11.9% in through 2009

The average lease term is approximately 12 years with 7 years remaining.

Leases typically contain 3% annual rent bumps.

17

2006 actual results compared to guidance

$552.5 million

9% cap rate

(4)

300K @ $91.00 psf

155K @ $17.00 psf

$1.63

Actual 2006

$300 -

$400 million

8%

to

9%

cap

rate

(4)

Acquisitions

200K –

300K sf

@ $40.00 psf

100K –

125K @ $19.00

Leasing: Datacenter

Non Technical

(3)

$1.57 –

$1.59

FFO

(2)

per share

Guidance 2006

(1)

(1)

Based on Company guidance updated on December 7, 2006

(2)

FFO

and

AFFO

are

non

GAAP

financial

measures.

For

a

description

of

FFO

and

AFFO

see

page

22.

For

a

reconciliation

to

net

income

see

page

23.

(3)

Excludes leases for parking garages

(4)

Excludes vacant properties

2006 FFO per diluted share and unit was up 19.0% over 2005; fourth quarter

2006 FFO was $0.48 per share, up 33.0% over fourth quarter 2005.

18

DLR 2007 guidance

2007 projected funds from operations (FFO) per share guidance:

(1)(2)

$1.85 to $1.95

(1)

Based on Company guidance confirmed in our February 28, 2006 conference call.

(2)

FFO

and

AFFO

are

non

GAAP

financial

measures.

For

a

description

of

FFO

and

AFFO

see

page

22.

For

a

reconciliation

to

net

income

see

page

23.

Internal Growth 

8.8% to 12.7%

FFO

(2)

Per Share Growth

Leasing 

475,000 to  600,000 sq ft of turn-

key & redevelopment space

(gross rent $80 / sq ft)

100,000 to 125,000 sq ft of basic

commercial space (gross rent

$19 / sq ft)

Acquisitions

$300 - $400 million 

o

$75 million of vacant

for redevelopment

o

$225 to $325 million of

income producing at

an average cap rate of

8.25%

External Growth

4.7% to 6.9%

FFO Per Share Growth

13.5% to 19.6%

Overall FFO Per Share Growth

•

Capital Expenditure for redevelopment of $273 million

•

Total G&A of $24 million

19

DLR financial overview

Strong

and

consistent

EBITDA

(1)

growth

–

$151.4

million

in

2006,

+

41%

over

2005;

EBITDA

margin

(2)

was

53.7%

in

2006

compared to 53.3% in 2005

–

$45.7

million

in

4Q06,

+

48%

from

4Q05;

EBITDA

margin

(2)

was

54.1%

in

4Q06

compared to 51.1% in 4Q05

Well supported dividend

–

2.9% yield

(3)

–

FFO

/

AFFO

payout

ratio

of

60%

/

99%

(4)

for

4Q06

–

Increased quarterly common dividend in 4Q06, +8%

Proven access to capital:  $900.2 million of capital raised in 2006

–

Amended credit facility

Increased facility size from $350 to $500 million

Changed financial covenants to enhance financial flexibility

Added redevelopment assets to borrowing base to support redevelopment program

–

Raised $172.5 million of 4.125% convertible debt

–

Completed 10 mortgage financings totaling $349.4 million

–

Raised $228.3 million in net proceeds from two common stock offerings

Increased float by 98.3% from 27.4 million to 54.3 million shares of common stock

outstanding

(1)

EBITDA is a non GAAP financial measure. For a description of EBITDA see page 22.  For a reconciliation see page 23.

(2)

EBITDA margin is calculated by dividing EBITDA by Total Operating Revenues.

(3)

Based on most recent quarterly dividend annualized.  Dividend yield based on March 1, 2007 closing stock price of $39.12

(4)

FFO

payout

ratio

is

dividend

declared

per

common

share

and

unit

divided

by

diluted

FFO

per

share

and

unit.

AFFO

payout

ratio

is

dividend

declared

per

common

share

and

unit

divided

by

diluted

AFFO

per

share

and

unit.

For

a

description

of

FFO

and

AFFO

see

page

22.

For

a

reconciliation

to

net

income

see

page

23.

20

DLR employs a conservative capital structure

Wtd

average cost of debt:

5.87%

(4)

; approximately 89%

fixed rate debt

(5)

Coverage ratios

(6)

:

–

Debt service: 4.0x

–

Fixed charge: 2.9X

Periodically refinancing high

cost debt with lower rate,

longer term, fixed rate

financing

No debt maturing through

2009 (assuming extensions)

Total Enterprise Value

(1)

$4,084.3M

Dividend Yield / Rate:    2.9% / $1.145

Total Fixed Rate

Debt

27.4%

Total Variable Rate

Debt

3.4%

Preferred

4.1%

Equity

65.0%

(2)(4)

(1)

(3)

(1)

Based on closing price of $39.12 and shares outstanding of DLR common stock at March 1, 2007

(2)

Excludes $2.0 million of unamortized debt premium for 1125 Energy Park Drive & 731 East Trade Street

(3)

Unsecured credit facility as of March 1, 2007; will fluctuate based on amount drawn on credit facility from time to time.

(4)

Excluding the equity component of the convertible debt, the weighted average cost of debt is 5.70%.

(5)

Includes $172.5 million of convertible debt

(6)

Debt  service coverage ratio is Adjusted EBITDA divided by cash interest expense.  Fixed charge coverage ratio is Adjusted EBITDA divided by fixed charges

23

2007 FFO Reconcilliation

Reconciliation of non GAAP items to their closest GAAP

Funds from operations

(1)

Cash interest expense (including discontinued operations)

Q406

Q306

Q405

FY2006

FY2005

Q406

Q306

Q405

FY2006

FY2005

Net income available to common stockholders

$2,978

$11,342

$1,157

$17,612

$6,087

Total GAAP interest expense (including

discontinued operations)

$14,569

$14,533

$10,988

$52,671

$39,122

Capitalized interest

1,114

917

279

3,851

279

Minority interests in operating partnership including

discontinued operations

1,276

8,464

1,338

12,926

8,268

Change in accrued interest and other noncash

amounts

(3,206)

(2,590)

(1,660)

(7,645)

(4,345)

Real estate related depreciation and amortization

(2)

28,055

24,454

18,781

90,932

62,171

Cash interest expense

$12,477

$12,860

$9,607

$48,877

$35,056

Real estate related depreciation and amortization related

to investment in unconsolidated joint venture

796

-

-

796

-

Gain on sale of assets

(80)

(18,016)

-

(18,096)

-

Funds from operations (FFO)

$33,025

$26,244

$21,276

$104,170

$76,526

Funds from operations (FFO) per diluted share

$     0.48

$     0.41

$     0.36

$     1.63

$     1.37

Reconciliation of EBITDA

Net income per diluted share available to common

stockholders

$     0.06

$     0.30

$     0.04

$     0.47

$     0.25

Q406

Q306

Q405

FY2006

FY2005

Funds from operations (FFO)

$33,025

$26,244

$21,276

$104,170

$76,526

Net income available to common stockholders

$2,978

$11,342

$1,157

$17,612

$6,087

Non real estate depreciation

118

285

23

511

61

Amortization of deferred financing costs

1,115

916

793

3,763

2,965

Interest

14,569

14,533

10,988

52,671

39,122

Non cash compensation

491

430

335

1,787

481

Depreciation and amortization

28,173

24,739

18,804

91,443

62,232

Loss from early extinguishment of debt

6

40

896

528

1,021

Straight line rents

(5,810)

(3,856)

(4,172)

(17,742)

(13,023)

EBITDA

45,720

50,614

30,949

161,726

107,441

Above and below market rent amortization

(2,238)

(2,837)

(632)

(7,012)

(1,717)

Capitalized leasing compensation

(217)

(185)

(105)

(2,054)

(781)

Gain on sale of assets, net of minority interests

56

10,318

-

10,374

-

Recurring capital expenditures and tenant improvements

(2,574)

(344)

(1,406)

(4,160)

(2,897)

Capitalized leasing commissions

(3,716)

(1,523)

(1,535)

(7,186)

(3,051)

EBITDA, less effect of gain on sale of assets

$45,664

$40,296

$30,949

$151,352

$107,441

Adjusted funds from operations

(1)

$20,200

$19,170

$15,473

$72,605

$59,585

(2) Real estate depreciation and amortization was computed as follows:

Q406

Q306

Q405

FY2006

FY2005

Depreciation and amortization per income statement

$28,173

$24,739

$18,040

$89,936

$59,616

Depreciation and amortization of discontinued operations

at 7979 East Tufts Avenue

-

-

764

1,507

2,616

Non real estate depreciation

(118)

(285)

(23)

(511)

(61)

$28,055

$24,454

$18,781

$90,932

$62,171

Weighted-average shares outstanding -

diluted

69,213

64,397

59,248

63,870

55,761

(1) Funds from operations and Adjusted Funds from operations for

all periods presented above includes the

results of 7979 East Tufts Avenue, a property which we sold on July 12, 2006.

(in millions, except per share and unit data)

Low end of

range

High end

of range

$43.10

—

$50.40

Plus: Real estate related depreciation and amortization

109.8

—

111.2

Funds from operations

$152.90

—

$161.20

Less:  Preferred stock dividends

-19.2

-19.2

FFO available to common stockholders and unit holders

$133.70

—

$142.40

FFO per share of common stock and unit outstanding

$1.85

—

$1.95

Net income before minority interest in operating partnership but

after minority interest in consolidated joint ventures