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): June 9, 2017

DIGITAL REALTY TRUST, INC.

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
Maryland	000-54023	20-2402955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Four Embarcadero Center, Suite 3200 San Francisco, California		94111
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Digital Realty Trust, Inc.:	Emerging growth company  ☐
Digital Realty Trust, L.P.:	Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Digital Realty Trust, Inc.:  ☐

Digital Realty Trust, L.P.:  ☐

Item 7.01 Regulation FD Disclosure.

On June 9, 2017, Digital Realty Trust, Inc. (“DLR”) and DuPont Fabros Technology, Inc. ( “DuPont”) issued a joint press release announcing the execution of the Agreement and Plan of Merger (the “Merger Agreement”) by and among DLR, Digital Realty Trust, L.P., Penguins REIT Sub, LLC, Penguins OP Sub 2, LLC and Penguins OP Sub, LLC (collectively, the “DLR Parties”), on the one hand and DuPont and DuPont Fabros Technologies, L.P. (collectively, the “DuPont Parties”), on the other hand. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on June 9, 2017, DLR posted an investor presentation to its investor relations website at investor.digitalrealty.com related to the transaction contemplated by the Merger Agreement (the “Mergers”). The presentation provides information on both DLR and DuPont and an overview of the strategic rationale for the transaction. The presentation is attached hereto as Exhibit 99.2.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01 Other Events.

DLR has also communicated with its employees concerning the Mergers. A copy of that communication is attached as Exhibit 99.3 to this report.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of the proposed transaction involving the DLR Parties and the DuPont Parties. The proposed transaction will be submitted to the stockholders of DLR and DuPont for their consideration. In connection with the proposed transaction, DLR intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of DLR and DuPont and that also constitutes a prospectus of DLR. DLR and DuPont plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. After the registration statement has been declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to DLR’s stockholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by DLR by going to DLR’s SEC Filings website page by clicking the “SEC Filings” link at www.investor.digitalrealty.com.

Interests of Participants

DLR and DuPont and each of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of DLR in connection with the proposed transaction. Information regarding DLR’s directors and executive officers is set forth in the DLR’s proxy statement for its 2017 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which were filed with the SEC on March 29, 2017 and March 1, 2017, respectively. Information regarding DuPont’s directors and executive officers is set forth in DuPont’s proxy statement for its 2017 annual meeting of shareholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which were filed with the SEC on April 13, 2017 and February 23, 2017, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction will be contained in the proxy statement to be filed by DLR with the SEC when it becomes available.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would,” “should”, “estimates”, “could”, “intends”, “plans” or other similar expressions are forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause DLR’s or

DuPont’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: the failure to receive, on a timely basis or otherwise, the required approvals by DLR’s or DuPont’s stockholders; the risk that a condition to closing of the proposed transaction may not be satisfied; DLR’s and DuPont’s ability to consummate the Mergers; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of DLR’s and DuPont’s operations will be greater than expected; operating costs and business disruption may be greater than expected; the ability of DLR or the combined company to retain and hire key personnel and maintain relationships with providers or other business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which DLR and DuPont operate, as detailed from time to time in each of DLR’s and DuPont’s reports filed with the SEC. There can be no assurance that the proposed transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in each of DLR’s and DuPont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. DLR and DuPont caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, stockholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to DLR and DuPont or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. Neither DLR nor DuPont undertakes any obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of DLR and DuPont, dated June 9, 2017.
99.2	Investor Presentation.
99.3	Email to DLR Employees, distributed by DLR on June 9, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: June 9, 2017

	Digital Realty Trust, Inc.
By:	/s/ JOSHUA A. MILLS
	Joshua A. Mills
	Senior Vice President, General Counsel and Secretary
	Digital Realty Trust, L.P.
By:	Digital Realty Trust, Inc.
	Its general partner
By:	/s/ JOSHUA A. MILLS
	Joshua A. Mills
	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of DLR and DuPont, dated June 9, 2017.
99.2	Investor Presentation.
99.3	Email to DLR Employees, distributed by DLR on June 9, 2017.

EX-99.1

Exhibit 99.1

DIGITAL REALTY TO MERGE WITH DUPONT FABROS

Transaction to Enhance Digital Realty’s Ability to Serve Top U.S. Data Center Metro Areas

Expands Hyper-Scale Product Offering and Solidifies Blue-Chip Customer Base

Immediately Accretive to Financial Metrics and Improves Balance Sheet Strength

SAN FRANCISCO and WASHINGTON, D.C. – June 9, 2017 – Digital Realty (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions, and DuPont Fabros (NYSE: DFT) a leading owner, developer, operator and manager of enterprise-class, carrier-neutral, large scale multi-tenant data centers, announced today they have entered into a definitive agreement under which DuPont Fabros will merge with Digital Realty in an all-stock transaction. The consummation of the transaction is subject to customary closing conditions, including approval by the shareholders of Digital Realty and DuPont Fabros. Under the terms of the agreement, DuPont Fabros shareholders will receive a fixed exchange ratio of 0.545 Digital Realty share per DuPont Fabros share, for a transaction valued at approximately $7.6 billion in enterprise value.

Transaction Delivers Key Strategic and Financial Benefits

• Enhances Ability to Serve Top U.S. Metro Areas: DuPont Fabros’ portfolio is concentrated in top U.S. data center metro areas across Northern Virginia, Chicago and Silicon Valley. The transaction will help grow Digital Realty’s presence in strategic, high-demand metro areas with strong growth prospects, while achieving significant diversification benefits for DuPont Fabros’ shareholders from the combination with Digital Realty’s existing footprint of 145 properties across 33 global metropolitan areas.

• Expands Hyper-Scale Product Offering: DuPont Fabros’ 12 purpose-built, in-service data centers will significantly expand Digital Realty’s hyper-scale product offering and improve its ability to meet the rapidly growing needs of cloud and cloud-like customers, in addition to enterprise customers undertaking the shift to a hybrid cloud architecture. Conversely, the transaction enables DuPont Fabros to address a broader set of customers’ data center requirements, with the addition of Digital Realty’s colocation and interconnection product offerings.

• Solidifies Blue-Chip Customer Base: DuPont Fabros’ impressive roster of blue-chip customers will further enhance the credit quality of Digital Realty’s existing customer base. On a combined basis, investment grade or equivalent customers will represent more than 50% of total revenue. The

transaction also significantly reduces DuPont Fabros’ customer concentration. The combined company’s top three customers will account for approximately 18% of revenue compared to 57% for the top three customers of DuPont Fabros on a standalone basis.

• Development Pipeline Provides External Growth Potential: DuPont Fabros’ six data center development projects currently under construction are 48% pre-leased and represent a total expected investment of approximately $750 million, and amount to roughly a 26% expansion of its standalone critical load capacity. These projects are located in Ashburn, Chicago, Santa Clara and Toronto, all metro areas where Digital Realty has an existing presence. These six projects are expected to be delivered over the next 12 months, representing a solid pipeline of future growth potential. In addition, DuPont Fabros owns strategic land holdings in Ashburn and Oregon, which will support the future delivery of up to 163 megawatts of incremental capacity, along with 56 acres of land recently acquired in Phoenix.

• Size and Scale Generate Incremental Benefits: The two companies’ operating models are highly complementary, and the combined organization is expected to provide the most comprehensive product offering in the data center sector. Given the enhanced size and scale, the combined company is also expected to have the most efficient cost structure and the highest EBITDA margin of any U.S.-based publicly-traded data center REIT.

• Creates Substantial Anticipated Cost Efficiencies and Financial Benefits: The combination of the two companies is expected to create an opportunity to realize up to $18 million of annualized overhead savings, resulting from both companies’ complementary business operations. Upon closing, the transaction is expected to be immediately accretive to financial metrics, and is expected to further improve balance sheet strength.

“This strategic and complementary transaction significantly enhances Digital Realty’s ability to support the growth of hyper-scale users in the top U.S. data center metro areas, while providing meaningful customer and geographic diversification for DuPont Fabros,” said A. William Stein, Digital Realty’s Chief Executive Officer. “The combination is expected to generate both operating and financial benefits, and I’d like to congratulate Scott Peterson, Mark Walker and their team on successfully negotiating the largest transaction in our company’s history, a combination that we believe will enhance our ability to create significant long-term value for both sets of shareholders.”

“We are excited to deliver this compelling transaction to our shareholders and execute upon two of the strategic objectives embodied in our corporate vision — diversifying our customer base and expanding our geographic presence,” said Christopher P. Eldredge, DuPont Fabros’ President & Chief Executive

Officer. “As part of Digital Realty, our shareholders will continue to realize the benefits of our high-quality portfolio, with the added benefits of belonging to an even greater data center network with a truly global footprint and a well-diversified customer base. We also believe our shareholders will greatly benefit from Digital Realty’s investment grade balance sheet and more attractive cost of capital. We look forward to working closely with the Digital Realty team over the coming months to close the transaction and bring our two companies together.”

Transaction Details

The fixed exchange ratio represents a total enterprise value of approximately $7.6 billion, including $1.6 billion of assumed debt and excluding transaction costs. Digital Realty has obtained a fully committed bridge loan facility from BofA Merrill Lynch and Citigroup which will be available, if needed, to finance the transaction. The debt assumed in the transaction is expected to be permanently refinanced with a combination of investment grade corporate bonds and other financings. The transaction has been unanimously approved by the boards of directors of both Digital Realty and DuPont Fabros.

The transaction is expected to close in the second half of 2017 and is subject to the approval of DuPont Fabros and Digital Realty shareholders and other customary closing conditions.

BofA Merrill Lynch and Citigroup are acting as financial advisors and Latham & Watkins LLP is acting as legal advisor to Digital Realty. Goldman Sachs & Co. LLC is acting as financial advisor and Hogan Lovells US LLP is acting as legal advisor to DuPont Fabros.

Investor Conference Call

The company will host a conference call to discuss the transaction at 8:30 a.m. EDT / 5:30 a.m. PDT on June 9, 2017, and a presentation has been posted to the Investors section of the company’s website at http://investor.digitalrealty.com.

To participate in the live call, investors are invited to dial (888) 317-6003 (for domestic callers) or (412) 317-6061 (for international callers) and reference the conference ID# 2712372 at least five minutes prior to start time.

The telephone replay will be available from 24 hours after the call until July 9, 2017. The telephone replay may be accessed by dialing (877) 344-7529 (for domestic callers) or (412) 317-0088 (for international callers) and providing the conference ID# 10108385.

About Digital Realty

Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Asia and Australia. Digital Realty’s clients include domestic and international companies of all sizes, ranging from financial services, cloud and information technology services, to manufacturing, energy, gaming, life sciences and consumer products. https://www.digitalrealty.com/

About DuPont Fabros

DuPont Fabros Technology, Inc. (NYSE: DFT) is a leading owner, developer, operator and manager of enterprise-class, carrier-neutral, large multi-tenant data centers. The company’s facilities are designed to offer highly specialized, efficient and safe computing environments in a low-cost operating model. The company’s customers outsource their mission-critical applications and include national and international enterprises across numerous industries, such as technology, Internet content providers, media, communications, cloud-based, healthcare and financial services. The company’s 12 data centers are located in three major U.S. metro areas and total 3.5 million gross square feet and 301.5 megawatts of available critical load to power the servers and computing equipment of its customers. DuPont Fabros is a real estate investment trust (REIT) headquartered in Washington, D.C. For more information, please visit www.dft.com.

# # #

For Additional Information:

Andrew P. Power

Chief Financial Officer

Digital Realty

(415) 738-6500

Investor Relations:

John J. Stewart / Maria S. Lukens

Digital Realty

(415) 738-6500

investorrelations@digitalrealty.com

Jeffrey H. Foster

Chief Financial Officer

DuPont Fabros

(202) 478-2333

Media Inquiries:

John Christiansen / Scott Lindlaw / Lindsay Andrews

Sard Verbinnen & Co

(415) 618-8750

Digital Realty-SVC@sardverb.com

Safe Harbor Statement

Additional Information and Where You Can Find It:

Digital Realty and DuPont Fabros each intend to file a proxy statement/prospectus in connection with the merger. Investors are urged to read carefully the applicable proxy statement/prospectus and other relevant materials because they contain important information about the merger. Investors may obtain free copies of these documents and other documents filed by Digital Realty or DuPont Fabros with the SEC through the web site maintained by the SEC at www.sec.gov. Investors may obtain free copies of the documents filed with the SEC by Digital Realty by going to Digital Realty’s corporate website at www.digitalrealty.com or by directing a written request to: Digital Realty Trust, Inc., Four Embarcadero Center, Suite 3200, San Francisco, CA 94111, Attention: Investor Relations. Investors may obtain free copies of documents filed with the SEC by DuPont Fabros by going to DuPont Fabros’s corporate website at www.dft.com or by directing a written request to: DuPont Fabros Technology, Inc., 401 9th St. NW, Suite 600, Washington, DC 20004, Attention: Investor Relations. Investors are urged to read the applicable proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the merger.

Digital Realty and its directors and executive officers and DuPont Fabros and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of each of Digital Realty and DuPont Fabros in connection with the merger. Information regarding the interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding

certain of these persons and their beneficial ownership of Digital Realty common stock is also set forth in the Definitive Proxy Statement for Digital Realty’s 2017 Annual Meeting of Stockholders, which has been filed with the SEC. Additional information regarding certain of these persons and their beneficial ownership of DuPont Fabros common stock is set forth in the Definitive Proxy Statement for DuPont Fabros’ 2017 Annual Meeting of Stockholders, which has been filed with the SEC.

Note Regarding Forward-Looking Statements:

This document contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the merger between Digital Realty and DuPont Fabros; anticipated synergies and cost efficiencies of the merger; expectations regarding the financial performance, capitalization, resources and ownership structure of the combined organization; Digital Realty’s continued listing on NYSE after the merger; the timing and nature of any financing in connection with or after the merger; the nature, strategy and focus of the combined organization; the executive and board structure of the combined organization; and expectations regarding voting by Digital Realty or DuPont Fabros stockholders. Digital Realty and/or DuPont Fabros may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements contained herein and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements, including the risks described in the “Risk Factors” section of Digital Realty’s and DuPont Fabros’ periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Digital Realty or DuPont Fabros may enter into or make. Neither Digital Realty nor DuPont Fabros assumes any obligation to update any forward-looking statements, except as required by law.

EX-99.2

Exhibit 99.2

EX99_2
HOME TO THE CLOUD
MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017

Supporting Our Customers_ Growth Full Spectrum of Data Center Solutions Across a Global Platform 157 12 33 26 PROPERTIES (1) COUNTRIES (1) METROPOLITAN AREAS MILLION RENTABLE SQ. (1) FT. (1)(2) INTERCONNECTI COLOCATI SCAL HYPER- ON ON E SCALE Note: Data as of March 31, 2017 unless otherwise noted. Figures combined to include DuPont Fabros. 1) 2) Includes Excludes Digital Realty_s 1.5 million square feet investments of active in fourteen properties development and 1.7 held in unconsolidated million square feet held for future development joint ventures and includes DuPont at Digital Realty. Fabros_ ACC Contribution from 9 Phase I, which was DuPont placed into service Fabros is based on a gross May 1, 2017. building only, 0.8 area measurement million square feet of of 3.5 future development million square feet projects/phases and excludes and 1.8 0.5 million square feet million square feet of current of land held for development. development projects, 0.3 million square feet of current development projects shell DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
2

Delivers Key Strategic and Financial Benefits Execution of M&A Game Plan HIGHLY STRATEGIC AND COMPLEMENTARY COMBINATION Complementary Footprint in Top U.S. Metro Areas Enhances Ability to Meet Growing Demand for Hyper-Scale and Public Cloud Expands Blue-Chip Customer Base Increases Scale and Reach Cost Efficiencies Expected to Yield $18 million in Annualized Overhead Synergies or $0.08 per Share (1) Enhanced Growth Prospects FINANCIALLY ACCRETIVE Expected to be accretive to financial metrics Attractive pipeline of pre-leased deliveries and development opportunities PRUDENTLY FINANCED 100% stock-for-stock acquisition 0.545x fixed exchange ratio Combined ownership: 77% Digital Realty / 23% DuPont Fabros (1) Improves balance sheet strength Expected to close in the second half of 2017, subject to customary closing conditions, including DLR and DFT shareholder approvals 1) Based on assumed combined share count of 213.3 million, which is 163.9 million shares for Digital Realty plus 49.4 million shares issued to DuPont Fabros shareholders (based on 90.7mm shares including the acceleration of equity awards at a 0.545x exchange ratio).DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
3

Transaction Overview Accretive Acquisition of Quality Assets in Strategic Locations Transaction Structure Per Share Consideration Combined Ownership Shares Outstanding Combined Board of Directors Sources and Uses Anticipated Annualized Overhead Synergies Closing Conditions DuPont Fabros will be merged into a wholly-owned subsidiary of Digital Realty, which will be the surviving entity DuPont Fabros_ Operating Partnership will be merged into a subsidiary of Digital Realty_s Operating Partnership, with the DuPont Fabros Operating Partnership being the surviving entity All stock merger at a fixed exchange ratio of 0.545x Implied price per share of $64.32 (15.8% premium to share price of $55.54 as of June 7, 2017) Digital Realty shareholders: 77% DuPont Fabros shareholders: 23% Approximately 213.3 fully diluted shares outstanding (1) 10 existing directors from Digital Realty 2 new directors joining from DuPont Fabros Sources Uses Equity Issued by Digital Realty: $5.8bn Equity Consideration: $5.8bn Assumed Preferred Equity: $0.2bn Assumed Preferred Equity: $0.2bn Debt and Cash Funding: $1.8bn Assumed / Repaid Debt and Transaction Costs: $1.8bn Total: $7.8bn Total: $7.8bn Approximately $18 million per year Digital Realty shareholder vote DuPont Fabros shareholder vote Other customary closing conditions (including regulatory approval) Source: Based on Agreement and Plan of Merger as of June 8, 2017. Market data as of June 7, 2017. Based on assumed combined share count of 213.3 million, which is 163.9 million shares for Digital Realty plus 49.4 million shares issued to DuPont Fabros shareholders (based on 90.7mm shares including the acceleration of equity awards at a 0.545x exchange ratio).DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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DuPont Fabros Technology (NYSE: DFT) At-a-Glance A leading provider of Scale and Hyper-Scale data center offerings, servicing high-quality investment grade customers in top tier metro areas DATA IT LOAD OCCUPANC DEVELOPME CENTER (MW) (1) Y NTS S (1) (Critical Load) (Properties/ 12 302 (1)(2) MW) (3) Source: 1) Includes DuPont 14.4MW Fabros at ACC9 Phase I, public filings as which was of March 31, 70% pre-leased as 98 2017, unless otherwise noted. % of April 27, 2017 6and placedinto service May 2) Occupancy 1, 2017. on a critical load basis. 3) Based on current service May 1, 2017. development projects as of June 2017. Excludes ACC9 Phase I, which was placed into 4) Based on percentage of rating where applicable. 1Q17 revenue by S&P credit ratings as of March 31, 2017. Based on sub lessee credit 5) Includes investment grade customers and Facebook. 79 [Graphic Appears Here] HIGH-QUALITY CUSTOMER BASE (4) [CATE GORY NAME] [VAL [CATE UE] GORY NAME] [VAL (5) UE] OGY JUNE 2017 DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Extends Footprint in Top U.S. Metro Areas Enhanced Ability to Meet Customer Demand in Attractive Locations TOP TIER U.S. METRO CURRENT DLR FOOTPRINT COMBINED DLR FOOTPRINT (1)(2) AREAS (1) 17 26 Northern DATA DATA CENTERS 97% CENTERS 97% Virginia 2. OCCUPANCY 4.4 OCCUPANCY(3) Space Power Space Power (NRSF) (MW) (NRSF) (MW) 5 7 DATA DATA CENTERS 91% CENTERS 94% Chicago 1.7 OCCUPANCY 2.5 OCCUPANCY(3) Space Power Space Power (NRSF) (MW) (NRSF) (MW) 15 16 Silicon DATA DATA CENTERS 96% CENTERS 96% 1.7 OCCUPANCY 2.1 OCCUPANCY(3) Valley Space Power Space Power (NRSF) (MW) (NRSF) (MW) Note: Data as of March 31, 2017, unless otherwise noted. Includes 14.4MW at ACC9 Phase I, which was 70% pre-leased as of April 27, 2017 and placed into service May 1, 2017. Excludes investments held in unconsolidated joint ventures and properties under active development and held for future development. DuPont Fabros NRSF equal to company_s reported gross building area. Gross building area is the entire building area, including CRSF (the portion of gross building area where customers_ computer servers are located), common areas, areas controlled by DuPont Fabros (such as the mechanical, telecommunications and utility rooms) and, in some facilities, individual office and storage space leased on an as-available basis to customers. DuPont Fabros_ occupancy calculated as weighted average of DuPont Fabros_ gross building area and computer room square feet percent leased as of April 1, 2017. Digital Realty_s occupancy represents the weighted average of Digital Realty_s net rentable square foot and occupancy, which is calculated based on factors in addition to contractually leased square feet, including available power, required support space and common areas.DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Complementary Campus Strategy Close Proximity Allows for Synergies DIGITAL DUPONT REALTY FABROS NORTHERN VIRGINIA CHICAGO SILICON VALLEY ATA 1 DATA 26 CENTERS DATA 2 CENTER CENTER ) (1) (1) MILE 20 RADIUS MILE 5 RADIUS 7 RADIUS MILE Note: Data as of March 31, 2017, unless otherwise noted. Figures combined to include DuPont Fabros. Includes 14.4MW at ACC9 Phase I, which was 70% pre-leased as of April 27, 2017 and placed into service May 1, 2017.
1) Excludes investments held in unconsolidated joint ventures and properties under active development and held for future development. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Meeting Growing Demand for Hyper-Scale Strong Demand Across Major Cloud Service Providers HYPER-SCALE CLOUD CAPITAL EXPENDITURES (1) $ in billions Home to the Cloud Servicing a growing demand for cloud deployments CLOUD CUSTOMERS % of ABR (2) CURRENT DUPONT (3) COMBINED 23% 42% 26% Note: As of March 31, 2017, unless otherwise noted. Represents consolidated portfolio plus managed unconsolidated joint ventures based on ownership percentage. Source: DuPont Fabros investor presentation dated June 2017. AMZN, MSFT, GOOGL, IBM, ORCL, SAP and BABA company documents. Calculation based on annualized base rents (monthly contractual cash base rent before abatements under existing leases as of March 31, 2017 multiplied by 12). DuPont Fabros figures as of April 1, 2017. Represents cloud customers as a percent of annualized base rent for top 15 tenants as of April 1, 2017. Cloud classification according to Digital Realty_s customer classification where applicable. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Expands Blue-Chip Customer Base High Credit Quality Cash Flows TOP 20 CUSTOMERS Combined (As of March 31, 2017) % of ABR Customer Rank Locations % of ABR (1) Customer Rank Locations (1) 1 24 6.2% 11 46 2.0% Fortune 50 2 Software Company 15 6.0% 12 (2) 4 1.7% 3 13 5.9% 13 16 1.5% 4 49 4.6% 14 53 1.2% 5 7 2.7% 15 9 1.1% 6 20 2.7% 16 9 1.1% 7 14 2.6% 17 14 1.1% Fortune 25 8 6 2.4% 18 18 1.0% Investment Grade- 9 Fortune Rated 500 6 2.2% 19 8 1.0% SaaS Provider 10 6 2.0% 20 5 0.9% TOP 20 ANNUALIZED BASE RENT 49.8% basis based on Note: Represents consolidated portfolio plus managed portfolio of unconsolidated joint ventures based on top 15 tenants as percent of annualized base rents as of April 1, 2017. Direct tenants may be the entities named in this table above or their subsidiaries or ownership percentage. Includes DuPont Fabros on combined affiliates. Calculation based on annualized base rents (monthly contractual cash base rent before abatements under existing leases as of March 31, 2017 multiplied by 12). Customer type classified to match Digital Realty_s classification where applicable. Yahoo! is comprised of a lease at DuPont Fabros_ ACC4 that has been fully subleased to another DuPont Fabros customer. Credit ratings from Moody_s Analytics and reflects credit ratings of customer parent entity. As of March 31, 2017. Figures combined to include DuPont Fabros portfolio. Defined as investment grade rated customers and equivalent customers. Equivalent customers represents Facebook, LinkedIn and Tata Communications. CUSTOMER TYPE Combined (% of ABR) (1) Enter prise 10% Finan Cloud cial 26% 13% Netwo rk Inform 14% ation Techn Conte ology nt 21% 16% CREDIT RATING Combined (% of ABR) (1)(3) Invest 0% ment Non-Grade Invest or ment (4) Equiv Grade alent 49% 51% DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Leading Data Center REIT Enterprise Value and Market Capitalization Comparison DATA CENTER REITS BY TOTAL ENTERPRISE VALUE (1) $ in billions $42.9 $34.3 $6.8 $6.8 $5.9 $4.0 EQIX DLR CONE DFT COR QTS Combined Note: Data as of June 7, 2017, unless otherwise noted. Based on each company_s reported TEV as of March 31, 2017. TEV defined as Market Equity Value + Debt + Preferred Stock + Minority Interest - Cash and Equivalents. Includes subsequent events. Based on inclusion in the MSCI U.S. REIT Index (RMZ). For market capitalization purposes, fully diluted shares include shares, units, options using the treasury method, and any convertible securities. DIGITAL REALTY: ACQUISITION OF DUPONT FABROS TECHNOLOGY LARGEST PUBLICLY TRADED U.S. REIT (2) $ in billions Equity Market Company Capitalization 1. Simon Property Group, Inc. $55.8 2. Public Storage, Inc. 36.8 3. Equinix, Inc. 34.9 4. ProLogis 31.4 5. Welltower, Inc. 27.9 6. AvalonBay Communities, Inc. 26.9 7. Equity Residential 25.7 8. Digital Realty Trust (Combined) 25.2 9. Ventas, Inc. 24.0 10. GGP Inc. 22.3 11. Boston Properties, Inc. 20.9 12. Vornado Realty Trust 18.7 13. Essex Property Trust, Inc. 18.0 14. Realty Income Corporation 15.3 15. HCP, Inc. 15.2 16. Host Hotels & Resorts, Inc. 13.5 17. Mid-America Apartment Communities, Inc. 12.6 18. UDR, Inc. 11.9 19. SL Green Realty Corp. 11.3 20. Alexandria Real Estate Equities, Inc. 10.9 21. Regency Centers Corporation 10.6 22. Duke Realty Corporation 10.4 23. Extra Space Storage, Inc. 10.2 24. Federal Realty Investment Trust 9.2 25. Iron Mountain, Inc. 9.0 JUNE 2017 10 DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017

Benefits of Size and Scale on Display Efficient Cost Structure Drives Industry-Leading Margins SIZE AND ADJUSTED EBITDA MARGIN As of March 31, 2017 G&A (% of Revenue)(1) As of March 31, 2017 DLRCombined COR CONE QTS EQIX OWNED REAL ESTATE (2) The combined company will own 92% of its real estate based on NOI rather than the number of properties 45% 25 179 As Measured by # of Data Centers (As of March 31, 2017) Realty 35% 10 70 130 190 Number of Data Centers Note: As of March 31, 2017. Number of data centers represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage. Includes ACC9 Phase I, which was placed into service on May 1, 2017. Equinix includes recently completed acquisition of Verizon assets. Based on Q1 2017 public filings and includes sales & marketing expenses. DLR Combined includes $18 million of annualized synergies. Percent of total number of data centers. DLR Combined figure excludes joint venture properties from both numerator and denominator. [Graphic Appears Here] [Graphic Appears Here] DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Enhanced Growth Prospects Future-Proofing Supply Chain in Proven and New Locations INCREMENTAL CAPACITY CONTRIBUTED BY DUPONT IN HIGH-DEMAND METRO Source: DuPont Fabros public filings as of March 31, 2017. DuPont Fabros NRSF equal to company_s reported gross building area. Does not include ACC9 Phase I, which was placed in service on May 1, 2017. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Strong Combined Capitalization and Balance Enhanced Access and Overall Cost of Capital Sheet Accretive to financial metrics and expected to further improve balance sheet strength SUMMARY CAPITALIZATION in millions, except per share figures Transaction As of March 31, 2017 (1) Adjustments(2) As of March 31, 2017 At Deal Pricing Combined Share Price (As of June 7, 2017) $64.32 $118.02 $118.02 Total Shares and Partnership Units .7 49.4 Equity Market Capitalization (3) $5,832 $19,347 $25,179 Preferred Equity (at Liquidation Value) $201 $865 $201 $1,066 Total Debt (at Principal Balance) 1,642 6,364 1,732 8,096 Less: Cash (82) (15) 82 (15) Plus: Non-OP Noncontrolling Interest _ 7 _ 7 Total Enterprise Value $7,594 $26,567 $34,333 LQA Adjusted EBITDA (4) $341 $1,311 $18 $1,670 Net Debt / Adjusted EBITDA (4) 4.6x 4.9x 4.9x Net Debt + Preferred / Adjusted EBITDA (4) 5.2x 5.6x 5.5x Total Debt / Total Enterprise Value 21.6% 23.7% 23.6% Credit Ratings (Moody’s / S&P / Fitch) Ba1 / BB / N/A Baa2 / BBB / BBB Note: As of March 31, 2017, unless otherwise noted. Pro forma for settlement of 2.375 million forward shares for approximate proceeds of $211 million, which are used to redeem $183 million of Series F Cumulative Preferred Stock and repay $29 million on the revolver. Includes assumed transaction expenses. Based on Digital Realty and DuPont Fabros closing stock price as of June 7, 2017. Includes share of JV EBITDA, JV debt and capital leases. Combined metrics include $18mm of annualized overhead synergies. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Best Practices Governance Leadership Fully Aligned with Shareholders BOARD OF DIRECTORS SHAREHOLDER-FRIENDLY COMPOSITION GOVERNANCE PRACTICES Currently10 directors serving on the Board De-Staggered Board ü De-Staggered Board Laurence Chapman named Chairman of the Board Majority of directors’ compensation is paid in ü Majority of our directors’ compensation is paid in in May equity stock Six of the ten directors joined in the past four years Each director maintains a sizable investment in ü Each director maintains a sizable investment in Digital Realty Digital Realty Three new directors added in the past year: Mary Hogan Preusse, Mark Patterson and Afshin The Board and senior management are required ü The board and senior management are required Mohebbi to meet minimum stock ownership requirements to meet minimum stock ownership requirements As part of the proposed acquisition, the Board will ü Substantial majority of management’s long-term Since 2014, the substantial majority of comprise of 12 directors (Digital Realty_s ten existing incentive compensation is tied to relative total management’s long-term incentive compensation directors plus two directors to be designated by shareholder return plan has been tied to relative total shareholder DuPont Fabros) return DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Leading Global Multi-Product Data Center Extending Advantages for Our Customers Provider Unmatched Value Proposition Strengthens and Future Proofs Position in Strategic Metro Areas Improves Customer Base with Creditworthy Tenants Complementary Businesses with Significant Synergies Expected to be Accretive to Financial Metrics and Growth Proven Ability to Execute DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Appendix Disclosures Digital Realty
DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Appendix
Digital Realty Trust, Inc. (“Digital Realty”) and DuPont Fabros Technology, Inc. (“DuPont Fabros”) each intend to file a proxy statement/prospectus in connection with the merger. Investors are urged to read carefully the proxy statement/prospectus and other relevant materials because they contain important information about the merger. Investors may obtain free copies of these documents and other documents filed by Digital Realty with the SEC through the web site maintained by the SEC at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Digital Realty at the SEC_s web site at www.sec.gov or by going to Digital Realty_s corporate website at www.digitalrealty.com or by directing a written request to: Digital Realty Trust, Inc., Four Embarcadero Center, Suite 3200, San Francisco, CA 94111, Attention: Investor Relations. Investors are urged to read the proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the merger. Digital Realty and its directors and executive officers and DuPont Fabros Technology, Inc. (_DuPont Fabros_) and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of each of Digital Realty and DuPont Fabros in connection with the merger. Information regarding the interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding certain of these persons and their beneficial ownership of Digital Realty common stock is also set forth in the Definitive Proxy Statement for Digital Realty_s 2017 Annual Meeting of Stockholders, which has been filed with the SEC. Additional information regarding certain of these persons and their beneficial ownership of DuPont Fabros common stock is set forth in the Definitive Proxy Statement for DuPont Fabros 2017 Annual Meeting of Stockholders, which has been filed with the SEC. Investors may obtain free copies of the documents filed with the SEC by DuPont Fabros at the SEC_s web site at www.sec.gov or by going to DuPont Fabros_ corporate website at www.dft.com or by directing a written request to: DuPont Fabros Technology, Inc., 401 9th St. NW, Suite 600, Washington, DC 20004, Attention: Investor Relations. The information included in this presentation contains certain non-GAAP financial measures that management believes are helpful in understanding our business, as further described below. Our definition and calculation of non-GAAP financial measures may differ from those of other REITs, and, therefore, may not be comparable. The non-GAAP financial measures should not be considered an alternative to net income or any other GAAP measurement of performance and should not be considered an alternative to cash flows from operating, investing or financing activities as a measure of liquidity. EBITDA and Adjusted EBITDA: We believe that earnings before interest, loss from early extinguishment of debt, income taxes and depreciation and amortization, or EBITDA, and Adjusted EBITDA (as defined below), are useful supplemental performance measures because they allow investors to view our performance without the impact of non-cash depreciation and amortization or the cost of debt and, with respect to Adjusted EBITDA, severance-related expense, equity acceleration, and legal expenses, transaction and integration expenses, (gain) on real estate transactions, loss on currency forwards, other non-core expense adjustments, noncontrolling interests, preferred stock dividends and issuance costs associated with redeemed preferred stock. Adjusted EBITDA is EBITDA excluding severance-related expense, equity acceleration, and legal expenses, transaction and integration expenses, (gain) loss on real estate transactions, non- cash (gain) on lease termination, loss on currency forwards, other non-core expense adjustments, noncontrolling interests, preferred stock dividends and issuance costs associated with redeemed preferred stock. In addition, we believe EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Because EBITDA and Adjusted EBITDA are calculated before recurring cash charges including interest expense and income taxes, exclude capitalized costs, such as leasing commissions, and are not adjusted for capital expenditures or other recurring cash requirements of our business, their utility as a measure of our performance is limited. Other REITs may calculate EBITDA and Adjusted EBITDA differently than we do; accordingly, our EBITDA and Adjusted EBITDA may not be comparable to such other REITs_ EBITDA and Adjusted EBITDA. Accordingly, EBITDA and Adjusted EBITDA should be considered only as supplements to net income computed in accordance with GAAP as a measure of our financial performance. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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Appendix Note Regarding Forward-Looking Statements This document contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding our strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of our merger with DuPont Fabros; anticipated synergies and cost efficiencies of the merger; our expectations regarding the financial performance, capitalization, resources and ownership structure of the combined organization; our continued listing on NYSE after the merger; the timing and nature of any financing in connection with or after the merger; the nature, strategy and focus of the combined organization; the executive and board structure of the combined organization; and expectations regarding voting by Digital Realty or DuPont Fabros stockholders. Digital Realty and/or DuPont Fabros may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements, including the risks described in the _Risk Factors_ section of Digital Realty_s and DuPont Fabros_ periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Digital Realty may enter into or make. Digital Realty does not assume any obligation to update any forward-looking statements, except as required by law. DIGITAL REALTY: MERGER WITH DUPONT FABROS TECHNOLOGY JUNE 2017
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EX-99.3

Exhibit 99.3

Dear Digital Realty Team,

Today we announced we have entered into a definitive agreement to merge with DuPont Fabros Technology (DFT), another leading data center REIT providing services and solutions in top-tier metro areas across North America. This is an exciting transaction for Digital Realty and a reflection of the hard work and progress our team has made in building our business over the last few years. Under the terms of the all-stock agreement, DFT shareholders will receive a fixed exchange ratio of 0.545 Digital Realty share per DFT share, for a transaction valued at $7.6 billion in enterprise value. The press release announcing the transaction is attached for your review.

DFT specializes in providing enterprise-class, carrier-neutral, large-scale multi-tenant data centers. The company’s 12 properties are located in top U.S. data center metro areas across Northern Virginia, Northern California, Chicago and Canada. DFT has distinguished itself in the industry through both its excellent property portfolio as well as its world-class customer base of blue-chip companies, including Facebook, Microsoft and other Fortune 500 companies. Headquartered in Washington, D.C., the company has 125 employees across four metropolitan areas. Significantly, this transaction will enhance Digital Realty’s comprehensive suite of data center solutions, particularly as we strive to meet the growing needs of enterprise-level customers amid the rapid, ongoing shift to third-party cloud providers.

The transaction is subject to the approval of both Digital Realty and DFT shareholders as well as other customary closing conditions. We anticipate it will close in the second half of 2017. We have designated an Integration Team to oversee the transition, ensure a smooth process and provide regular updates to the organization. Until closing, it remains business as usual and we will continue to operate as two fully independent companies. If you receive inquiries from clients, business partners or the press, please reach out to John Stewart, Senior Vice President, Investor Relations & Corporate Communications (jstewart@digitalrealty.com) or Jon Boilard, Manager, Corporate Communications (jboilard@digitalrealty.com).

I will be hosting an all-hands conference call soon to discuss the transaction and answer questions. Please keep an eye out for an invitation in your inbox and do your best to attend.

Thank you again for your ongoing hard work and support of Digital Realty. Since our IPO in 2004, our team has built an incredible international portfolio and today’s announcement is the next big step in our ongoing growth as a company. We are very proud to join forces with DFT and offer our combined customers truly comprehensive and premier global data center solutions.

Sincerely,

Bill Stein

Additional Information and Where You Can Find It:

Digital Realty and DuPont Fabros each intend to file a proxy statement/prospectus in connection with the merger. Investors are urged to read carefully the applicable proxy statement/prospectus and other relevant materials because they contain important information about the merger. Investors may obtain free copies of these documents and other documents filed by Digital Realty or DuPont Fabros with the SEC through the web site maintained by the SEC at www.sec.gov. Investors may obtain free copies of the documents filed with the SEC by Digital Realty by going to Digital Realty’s corporate website at www.digitalrealty.com or by directing a written request to: Digital Realty Trust, Inc., Four Embarcadero Center, Suite 3200, San Francisco, CA 94111, Attention: Investor Relations. Investors may obtain free copies of documents filed with the SEC by DuPont Fabros by going to DuPont Fabros’s corporate website at www.dft.com or by directing a written request to: DuPont Fabros Technology, Inc., 401 9th St. NW, Suite 600, Washington, DC 20004, Attention: Investor Relations. Investors are urged to read the applicable proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the merger.

Digital Realty and its directors and executive officers and DuPont Fabros and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of each of Digital Realty and DuPont Fabros in connection with the merger. Information regarding the interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus referred to above. Additional information regarding certain of these persons and their beneficial ownership of Digital Realty common stock is also set forth in the Definitive Proxy Statement for Digital Realty’s 2017 Annual Meeting of Stockholders, which has been filed with the SEC. Additional information regarding certain of these persons and their beneficial ownership of DuPont Fabros common stock is set forth in the Definitive Proxy Statement for DuPont Fabros’ 2017 Annual Meeting of Stockholders, which has been filed with the SEC.

Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding strategy, future operations, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, timing and completion of the merger between Digital Realty and DuPont Fabros; anticipated synergies and cost efficiencies of the merger; expectations regarding the financial performance, capitalization, resources and ownership structure of the combined organization; Digital Realty’s continued listing on NYSE after the merger; the timing and nature of any financing in connection with or after the merger; the nature, strategy and focus of the combined organization; the executive and board structure of the combined organization; and expectations regarding voting by Digital Realty or DuPont Fabros stockholders. Digital Realty and/or DuPont Fabros may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements contained herein and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements, including the risks described

in the “Risk Factors” section of Digital Realty’s and DuPont Fabros’ periodic reports filed with the SEC. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments Digital Realty or DuPont Fabros may enter into or make. Neither Digital Realty nor DuPont Fabros assumes any obligation to update any forward-looking statements, except as required by law.