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 and Exchange Act of 1934

Date of Report (date of earliest event reported): February 13, 2006

TERREMARK WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12475	84-0873124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2601 S. Bayshore Drive
Miami, Florida 33133

(Address of principal executive office)

Registrant’s telephone number, including area code: (305) 856-3200

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):

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

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

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

o 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 slides and additional financial information attached as Exhibit 99.1 to this Form 8-K were presented in connection with the analyst conference call held by Terremark Worldwide, Inc. (the “Registrant”) on February 9, 2006. At that time, these materials were also posted to the “Investor Relations” section of the registrant’s website, www.terremark.com. This exhibit is incorporated herein by reference.

     Statements contained in the attached Presentation are made pursuant to the Safe Harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these communications, the Company may make certain statements that are forward-looking, such as statements regarding the Company’s future results and plans, and anticipated trends in the industry and economies in which the Company operates. These forward-looking statements are the Company’s expectations on the day of the date of the Presentation, and the Company will make no efforts to update these expectations based on subsequent events or knowledge. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that the Company’s revenue may differ from that projected; that the Company may be further impacted by slowdowns, postponements, or cancellations in the Company’s clients’ businesses, or deterioration in the financial condition of the Company’s clients; that the Company’s targeted service markets may not expand as the Company expects; that the Company may experience delays in the awarding of customer contracts; that the Company’s reserves and allowances may be inadequate, or the carrying value of the Company’s assets may be impaired; that the Company may experience increased costs associated with realigning the Company’s business, or may be unsuccessful in those efforts and any of the other risks in the Company’s Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from the results expressed or implied in any forward-looking statements made by the Company in these communications. These and other risks, uncertainties, and assumptions are detailed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.

     The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The furnishing of these slides and additional financial information is not intended to, and does not, constitute a determination or admission by the Registrant that the information in the slides is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant.

     The information in this Form 8-K and the Exhibit attached hereto shall be deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Registrant filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) The following exhibits are being furnished herewith:

Exhibit No.		Description
	99.1	Presentation given on February 13, 2006

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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.

	TERREMARK WORLDWIDE, INC.
Date: February 13, 2006	By:	/s/ Jose A. Segrera
		Name:	Jose A. Segrera
		Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

Third Quarter 2006 Earnings Call

Safe Harbor Clause The following statement is made pursuant to the Safe Harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these communications, we may make certain statements that are forward-looking, such as statements regarding Terremark's future results and plans, and anticipated trends in the industry and economies in which Terremark operates. These forward-looking statements are the Company's expectations on the day of the initial broadcast of the 3rd quarter conference call, and the Company will make no efforts to update these expectations based on subsequent events or knowledge. These forward-looking statements are based on Terremark's current expectations and are subject to a number of risks, uncertainties, and assumptions, including that our revenue may differ from that projected; that we may be further impacted by slowdowns, postponements, or cancellations in our clients' businesses, or deterioration in our clients financial condition; that our targeted service markets may not expand as we expect; that we may experience delays in the awarding of customer contracts; that our reserves and allowances may be inadequate, or the carrying value of our assets may be impaired; that we may experience increased costs associated with realigning our business, or may be unsuccessful in those efforts and any of the other risks in our Annual Report on Form 10K. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from the results expressed or implied in any forward-looking statements made by the Company in these communications. These and other risks, uncertainties, and assumptions are detailed in documents filed by the Company with the Securities and Exchange Commission. Terremark does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.

Q3 FY2006 Summary Revenue: $18.9 million, up 35% sequentially EBITDA: $1.8 million, up from a loss of $0.3 million in prior quarter and a loss of $1.8 million in year-ago quarter New Customers: 58 Total customers increased to 444 Total Bookings: $18.6M, up from $12.8M in prior quarter Record level of bookings $11.6 million of bookings came from new customers Cross Connects: 3,724, up 17% sequentially and 92% YoY Revenue per square foot: $1,835, up from $1,534 in prior quarter and $1,344 year-ago quarter

Non-Financial Highlights Signed multi-year contract with Bank United, largest independently owned bank headquartered in Florida. Signed multi-year contract with Facebook to house their mission- critical infrastructure. Launched Secure Information Services Group SIS Group to provide a suite of managed services to customers in critical and rapidly evolving security sector. Hosted Post Wilma Business Continuity / Disaster Recovery banking seminar Over 100 attendees

Customers New Customers Added During the Quarter Avisena Bank United The Related Group Funtigo Shutterfly Streicher Mobile Fueling Upsells to Existing Customers US Federal Government Facebook Broadstar Hollywood Media

Revenue Total Revenue Q1 Q2 Q3 FY 2005 7.9 8.22 18.56 FY 2006 10.67 13.96 18.88 $ in millions * * Includes $9.4 million in non-recurring technology infrastructure build-outs

Q306 Revenue Breakdown Commercial and Federal Government Revenue $ in millions

Revenue Breakdown by Service Colocation Managed Services Exchange Point Services Q306 0.41 0.5 0.09 Colocation Managed Services Exchange Point Services Q306 0.48 0.42 0.1 Q206 Q306 Data Center Revenue by Service Type

Operational Metrics Operating Expenses $ in thousands

EBITDA EBITDA $ in millions * EBITDA, as adjusted, is defined as loss from operations less depreciation, amortization and stock based compensation

Bookings Commercial & Federal Government Bookings $ in millions

Customers & Cross Connects Q106 Q206 Q306 Cross Connects 2836 3182 3724 Total Customers Cross Connects Q106 Q206 Q306 Total Customers 280 396 444

Utilization Q106 Q206 Q306 Cross Connects 0.392 0.427 0.498 Q106 Q206 Q306 Total Customers 0.091 0.101 0.118 Utilization of Total Space Utilization of Built-Out Space 357,900 square feet 84,900 square feet

Q106 Q206 Q306 Churn 0.005 0.005 0.005 Federal Churn 0.0001 0.0001 0.0001 Revenue Per Square Foot Churn Q106 Q206 Q306 Total Customers 1277 1534 1835 < 1% < 1% < 1% 0% 0% 0%

Balance Sheet $ in thousands

Guidance Fourth Quarter 2006 Guidance Revenue: $21.5 million to $26.5 million EBITDA: $2.8 million to $4.8 million Positive operating cash flow Fiscal Year 2006 Guidance Total Revenue: $65 million to $70 million EBITDA: $2 million to $4 million Capital Expenditures: $7 million to $8 million

Thank You