##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2008.



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period From  to
.

Commission file number 001-33748





DUPONT FABROS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 20-8718331                          
|(State or other jurisdiction of Incorporation or organization) |  | (IRS employer identification number)



|                                          |  |         
|----------------------------------------- |  | --------
|1212 New York Avenue, NW Washington, D.C. |  | 20005   
|(Address of principal executive offices)  |  | Zip Code

Registrants telephone number, including area code: (202) 728-0044





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



| |  |                         |  |                                                  |  |                           |  |  
| |  | ----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
| |  | Large accelerated Filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
| |  |                         |  |                                                 
| |  | Non-accelerated Filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                         |  |                                
|---------------------------------------- |  | -------------------------------
|Class                                    |  | Outstanding at October 31, 2008
|Common Stock, $0.001 par value per share |  | 35,495,257                     









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##### Table of Contents

DUPONT FABROS TECHNOLOGY, INC.

FORM 10-Q

FOR THE QUARTER ENDED
SEPTEMBER 30, 2008

TABLE OF CONTENTS



|                                                                                              |  |         
|--------------------------------------------------------------------------------------------- |  | --------
|                                                                                              |  | PAGE NO.
|                                                                                              | 
|PART I. FINANCIAL INFORMATION                                                                 |  | 3       
|                                                                                              | 
|ITEM 1. Financial Statements                                                                  |  | 3       
|                                                                                              | 
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 20      
|                                                                                              | 
|ITEM 3. Quantitative and Qualitative Disclosure about Market Risk                             |  | 31      
|                                                                                              | 
|ITEM 4T. Controls and Procedures                                                              |  | 31      
|                                                                                              | 
|PART II. OTHER INFORMATION                                                                    |  | 31      
|                                                                                              | 
|ITEM 1. Legal Proceedings                                                                     |  | 31      
|                                                                                              | 
|ITEM 1A. Risk Factors                                                                         |  | 31      
|                                                                                              | 
|ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 31      
|                                                                                              | 
|ITEM 3. Defaults Upon Senior Securities                                                       |  | 31      
|                                                                                              | 
|ITEM 4. Submission of Matters to a Vote of Security Holders                                   |  | 31      
|                                                                                              | 
|ITEM 5. Other Information                                                                     |  | 31      
|                                                                                              | 
|ITEM 6. Exhibits                                                                              |  | 32      
|                                                                                              | 
|Signatures                                                                                    |  | 33      



2



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##### Table of Contents

PART 1FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

DUPONT FABROS TECHNOLOGY,
INC.

CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)



|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                               |  | September 30,2008 |           |   | December 31,2007 |  
|                                                                                                                                                                                               |  | (unaudited)       |           |   |                  |  
|ASSETS                                                                                                                                                                                         |  |                   |           |   |                  |   |           |  
|Income producing property:                                                                                                                                                                     |  |                   |           |   |                  |   |           |  
|Land                                                                                                                                                                                           |  | $                 | 39,617    |   |                  | $ | 26,971    |  
|Buildings and improvements                                                                                                                                                                     |  |                   | 1,277,396 |   |                  |   | 1,102,756 |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|                                                                                                                                                                                               |  |                   | 1,317,013 |   |                  |   | 1,129,727 |  
|Less: accumulated depreciation                                                                                                                                                                 |  |                   | (51,286   | ) |                  |   | (17,672   | )
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Net income producing property                                                                                                                                                                  |  |                   | 1,265,727 |   |                  |   | 1,112,055 |  
|Construction in progress and land held for development                                                                                                                                         |  |                   | 328,003   |   |                  |   | 244,390   |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Net real estate                                                                                                                                                                                |  |                   | 1,593,730 |   |                  |   | 1,356,445 |  
|Cash and cash equivalents                                                                                                                                                                      |  |                   | 34,916    |   |                  |   | 11,510    |  
|Restricted cash                                                                                                                                                                                |  |                   | 119       |   |                  |   | 119       |  
|Rents and other receivables                                                                                                                                                                    |  |                   | 1,464     |   |                  |   | 1,304     |  
|Deferred rent                                                                                                                                                                                  |  |                   | 34,729    |   |                  |   | 12,611    |  
|Lease contracts above market value, net                                                                                                                                                        |  |                   | 19,929    |   |                  |   | 22,078    |  
|Deferred costs, net                                                                                                                                                                            |  |                   | 40,379    |   |                  |   | 45,863    |  
|Prepaid expenses and other assets                                                                                                                                                              |  |                   | 8,964     |   |                  |   | 4,225     |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                                                                                                   |  | $                 | 1,734,230 |   |                  | $ | 1,454,155 |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                           |  |                   |           |   |                  |   |           |  
|Liabilities:                                                                                                                                                                                   |  |                   |           |   |                  |   |           |  
|Line of credit                                                                                                                                                                                 |  | $                 | 204,000   |   |                  | $ |          |  
|Mortgage notes payable                                                                                                                                                                         |  |                   | 329,256   |   |                  |   | 296,719   |  
|Accounts payable and accrued liabilities                                                                                                                                                       |  |                   | 15,865    |   |                  |   | 11,011    |  
|Construction costs payable                                                                                                                                                                     |  |                   | 67,897    |   |                  |   | 28,070    |  
|Dividend and distribution payable                                                                                                                                                              |  |                   | 12,562    |   |                  |   | 10,044    |  
|Lease contracts below market value, net                                                                                                                                                        |  |                   | 40,894    |   |                  |   | 48,277    |  
|Prepaid rents and other liabilities                                                                                                                                                            |  |                   | 23,530    |   |                  |   | 12,359    |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                                              |  |                   | 694,004   |   |                  |   | 406,480   |  
|Minority interests  operating partnership                                                                                                                                                     |  |                   | 486,306   |   |                  |   | 490,102   |  
|Commitments and contingencies                                                                                                                                                                  |  |                   |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Preferred stock, par value $.001, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2008 and
December 31, 2007                                                    |  |                   |          |   |                  |   |          |  
|Common stock, par value $.001, 250,000,000 shares authorized, 35,495,257 shares issued and outstanding at September 30, 2008 and
35,453,833 shares issued and outstanding at December 31, 2007 |  |                   | 35        |   |                  |   | 35        |  
|Additional paid in capital                                                                                                                                                                     |  |                   | 645,357   |   |                  |   | 664,714   |  
|Accumulated deficit                                                                                                                                                                            |  |                   | (83,677   | ) |                  |   | (99,306   | )
|Accumulated other comprehensive loss                                                                                                                                                           |  |                   | (7,795    | ) |                  |   | (7,870    | )
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                                                                     |  |                   | 553,920   |   |                  |   | 557,573   |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                     |  | $                 | 1,734,230 |   |                  | $ | 1,454,155 |  
|                                                                                                                                                                                               |  |                   |           |   |                  |   |           |  

See accompanying notes



3



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DUPONT FABROS TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands except
share and per share data)



|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ------ | ----------------------------------- |  | - | ----------------------------------- | - |  | - | ------- | -
|                                                                |  | DuPont FabrosTechnology, Inc.   |            |   | The Predecessor                 |   |        | DuPont FabrosTechnology, Inc.       |  |   | The Predecessor                     |  
|                                                                |  | Quarter endedSeptember 30, 2008 |            |   | Quarter endedSeptember 30, 2007 |   |        | Nine months endedSeptember 30, 2008 |  |   | Nine months endedSeptember 30, 2007 |  
|Revenues:                                                       |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Base rent                                                       |  | $                               | 26,080     |   |                                 | $ | 10,765 |                                     |  | $ | 77,821                              |   |  | $ | 19,771  |  
|Recoveries from tenants                                         |  |                                 | 15,907     |   |                                 |   | 6,008  |                                     |  |   | 41,843                              |   |  |   | 9,553   |  
|Other revenue                                                   |  |                                 | 931        |   |                                 |   | 96     |                                     |  |   | 6,470                               |   |  |   | 96      |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Total revenues                                                  |  |                                 | 42,918     |   |                                 |   | 16,869 |                                     |  |   | 126,134                             |   |  |   | 29,420  |  
|                                                                |  |                                 |            |  
|Expenses:                                                       |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Property operating costs                                        |  |                                 | 14,104     |   |                                 |   | 5,175  |                                     |  |   | 35,834                              |   |  |   | 7,914   |  
|Real estate taxes and insurance                                 |  |                                 | 1,015      |   |                                 |   | 337    |                                     |  |   | 2,895                               |   |  |   | 526     |  
|Management fees                                                 |  |                                 |           |   |                                 |   | 825    |                                     |  |   |                                    |   |  |   | 1,521   |  
|Depreciation and amortization                                   |  |                                 | 13,038     |   |                                 |   | 4,549  |                                     |  |   | 37,116                              |   |  |   | 6,729   |  
|General and administrative                                      |  |                                 | 2,591      |   |                                 |   | 64     |                                     |  |   | 7,893                               |   |  |   | 84      |  
|Other expenses                                                  |  |                                 | 828        |   |                                 |   | 2      |                                     |  |   | 5,398                               |   |  |   | 2       |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Total expenses                                                  |  |                                 | 31,576     |   |                                 |   | 10,952 |                                     |  |   | 89,136                              |   |  |   | 16,776  |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Operating income                                                |  |                                 | 11,342     |   |                                 |   | 5,917  |                                     |  |   | 36,998                              |   |  |   | 12,644  |  
|Interest income                                                 |  |                                 | 66         |   |                                 |   | 130    |                                     |  |   | 147                                 |   |  |   | 214     |  
|Interest:                                                       |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Expense incurred                                                |  |                                 | (3,062     | ) |                                 |   | (6,306 | )                                   |  |   | (6,525                              | ) |  |   | (11,593 | )
|Amortization of deferred financing costs                        |  |                                 | (465       | ) |                                 |   | (1,794 | )                                   |  |   | (1,056                              | ) |  |   | (2,269  | )
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Income (loss) before minority interests  operating partnership |  |                                 | 7,881      |   |                                 |   | (2,053 | )                                   |  |   | 29,564                              |   |  |   | (1,004  | )
|Minority interests  operating partnership                      |  |                                 | (3,732     | ) |                                 |   |       |                                     |  |   | (13,935                             | ) |  |   |        |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Net income (loss) available for common shares                   |  | $                               | 4,149      |   |                                 | $ | (2,053 | )                                   |  | $ | 15,629                              |   |  | $ | (1,004  | )
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Earnings per share  basic:                                     |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Net income per common share                                     |  | $                               | 0.12       |   |                                 |   | N/A    |                                     |  | $ | 0.44                                |   |  |   | N/A     |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Weighted average common shares outstanding                      |  |                                 | 35,436,020 |   |                                 |   | N/A    |                                     |  |   | 35,423,999                          |   |  |   | N/A     |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Earnings per share  diluted:                                   |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Net income per common share                                     |  | $                               | 0.12       |   |                                 |   | N/A    |                                     |  | $ | 0.44                                |   |  |   | N/A     |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Weighted average common shares outstanding                      |  |                                 | 35,455,303 |   |                                 |   | N/A    |                                     |  |   | 35,424,032                          |   |  |   | N/A     |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  
|Dividends declared per common share                             |  | $                               | 0.1875     |   |                                 |   | N/A    |                                     |  | $ | 0.5625                              |   |  |   | N/A     |  
|                                                                |  |                                 |            |   |                                 |   |        |                                     |  |   |                                     |   |  |   |         |  

See accompanying notes



4



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DUPONT FABROS TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(unaudited and in
thousands except share data)



|                                                                        |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  
|----------------------------------------------------------------------- |  | ------------ | - | ----------------- | ------ | -- | ----------- | - | ------- | ------------- |  | ----------------------------- | ------- | - | ---- | - | ------ | ----- | - | ------ | - |  | - | ------- | -
|                                                                        |  | Common Stock |   | AdditionalPaid-in |        |    | Accumulated |   |         | Comprehensive |  | AccumulatedOtherComprehensive |         |   |      |  
|                                                                        |  | Number       |   |                   | Amount |    | Capital     |   |         | Deficit       |  |                               | Income  |   | Loss |   |        | Total |  
|Balance at December 31, 2007                                            |  | 35,453,833   |   |                   | $      | 35 |             | $ | 664,714 |               |  | $                             | (99,306 | ) |      |   |        |       | $ | (7,870 | ) |  | $ | 557,573 |  
|Comprehensive income:                                                   |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  
|Net income                                                              |  |              |   |                   |        |    |             |   |         |               |  |                               | 15,629  |   |      | $ | 15,629 |       |   |        |   |  |   | 15,629  |  
|Other comprehensive income  change in fair value of interest rate swap |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   | 75     |       |   | 75     |   |  |   | 75      |  
|                                                                        |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  
|Comprehensive income                                                    |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      | $ | 15,704 |       |   |        |   |  |   |         |  
|                                                                        |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  
|Dividends declared                                                      |  |              |   |                   |        |    |             |   | (19,954 | )             |  |                               |         |   |      |   |        |       |   |        |   |  |   | (19,954 | )
|Offering costs                                                          |  |              |   |                   |        |    |             |   | (87     | )             |  |                               |         |   |      |   |        |       |   |        |   |  |   | (87     | )
|Issuance of stock awards                                                |  | 53,270       |   |                   |        |   |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |        |  
|Retirement of stock awards                                              |  | (11,846      | ) |                   |        |   |             |   | (200    | )             |  |                               |         |   |      |   |        |       |   |        |   |  |   | (200    | )
|Amortization of deferred compensation costs                             |  |              |   |                   |        |    |             |   | 874     |               |  |                               |         |   |      |   |        |       |   |        |   |  |   | 874     |  
|Adjustment to minority interests in Operating Partnership               |  |              |   |                   |        |    |             |   | 10      |               |  |                               |         |   |      |   |        |       |   |        |   |  |   | 10      |  
|                                                                        |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  
|Balance at September 30, 2008                                           |  | 35,495,257   |   |                   | $      | 35 |             | $ | 645,357 |               |  | $                             | (83,677 | ) |      |   |        |       | $ | (7,795 | ) |  | $ | 553,920 |  
|                                                                        |  |              |   |                   |        |    |             |   |         |               |  |                               |         |   |      |   |        |       |   |        |   |  |   |         |  

See accompanying notes



5



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DUPONT FABROS TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)



|                                                                                        |  |                                     |          |   |                                     |   |          |  
|--------------------------------------------------------------------------------------- |  | ----------------------------------- | -------- | - | ----------------------------------- | - | -------- | -
|                                                                                        |  | DuPont FabrosTechnology, Inc.       |          |   | The Predecessor                     |  
|                                                                                        |  | Nine months endedSeptember 30, 2008 |          |   | Nine months endedSeptember 30, 2007 |  
|Cash flow from operating activities                                                     |  |                                     |          |   |                                     |   |          |  
|Net income (loss)                                                                       |  | $                                   | 15,629   |   |                                     | $ | (1,004   | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |  |                                     |          |   |                                     |   |          |  
|Minority interests  operating partnership                                              |  |                                     | 13,935   |   |                                     |   |         |  
|Depreciation and amortization                                                           |  |                                     | 37,116   |   |                                     |   | 6,729    |  
|Straight line rent                                                                      |  |                                     | (22,118  | ) |                                     |   | (3,622   | )
|Amortization of loan costs                                                              |  |                                     | 1,056    |   |                                     |   | 916      |  
|Write-off of unamortized loan costs                                                     |  |                                     |         |   |                                     |   | 1,353    |  
|Amortization of lease contracts above and below market value                            |  |                                     | (5,234   | ) |                                     |   | (917     | )
|Compensation paid with Company common shares                                            |  |                                     | 874      |   |                                     |   |         |  
|Changes in operating assets and liabilities                                             |  |                                     |          |   |                                     |   |          |  
|Rents and other receivables                                                             |  |                                     | (160     | ) |                                     |   | (85      | )
|Deferred costs                                                                          |  |                                     | (238     | ) |                                     |   |         |  
|Prepaid expenses and other assets                                                       |  |                                     | (4,159   | ) |                                     |   | (158     | )
|Accounts payable and accrued liabilities                                                |  |                                     | 3,600    |   |                                     |   | (3,181   | )
|Prepaid rents                                                                           |  |                                     | 7,035    |   |                                     |   | 692      |  
|Other liabilities                                                                       |  |                                     | 4,261    |   |                                     |   | 10       |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Net cash provided by operating activities                                               |  |                                     | 51,597   |   |                                     |   | 733      |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Cash flow from investing activities                                                     |  |                                     |          |   |                                     |   |          |  
|Investments in real estate  development                                                |  |                                     | (216,063 | ) |                                     |   | (42,721  | )
|Acquisitions of real estate, net of cash acquired                                       |  |                                     |         |   |                                     |   | (222,341 | )
|Interest capitalized for real estate under development                                  |  |                                     | (9,871   | ) |                                     |   | (793     | )
|Improvements to real estate                                                             |  |                                     | (2,663   | ) |                                     |   | (1,105   | )
|Additions to non-real estate property                                                   |  |                                     | (466     | ) |                                     |   |         |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Net cash used in investing activities                                                   |  |                                     | (229,063 | ) |                                     |   | (266,960 | )
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Cash flow from financing activities                                                     |  |                                     |          |   |                                     |   |          |  
|Line of credit proceeds                                                                 |  |                                     | 204,000  |   |                                     |   | 233,185  |  
|Mortgage notes payable:                                                                 |  |                                     |          |   |                                     |   |          |  
|Proceeds                                                                                |  |                                     | 32,537   |   |                                     |   | 213,579  |  
|Lump sum payoffs                                                                        |  |                                     |         |   |                                     |   | (125,205 | )
|IPO transaction costs                                                                   |  |                                     | (87      | ) |                                     |   |         |  
|Payments of financing costs                                                             |  |                                     | (421     | ) |                                     |   | (8,325   | )
|Net related party repayments                                                            |  |                                     |         |   |                                     |   | (14,221  | )
|Dividends and distributions:                                                            |  |                                     |          |   |                                     |   |          |  
|Common shares                                                                           |  |                                     | (18,618  | ) |                                     |   |         |  
|Minority interests  operating partnership                                              |  |                                     | (16,539  | ) |                                     |   |         |  
|Members/principals                                                                      |  |                                     |         |   |                                     |   | (14,874  | )
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Net cash provided by financing activities                                               |  |                                     | 200,872  |   |                                     |   | 284,139  |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Net increase in cash and cash equivalents                                               |  |                                     | 23,406   |   |                                     |   | 17,912   |  
|Cash and cash equivalents, beginning                                                    |  |                                     | 11,510   |   |                                     |   | 4,861    |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Cash and cash equivalents, ending                                                       |  | $                                   | 34,916   |   |                                     | $ | 22,773   |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Supplemental information:                                                               |  |                                     |          |   |                                     |   |          |  
|Cash paid for interest, net of amounts capitalized                                      |  | $                                   | 6,097    |   |                                     | $ | 10,524   |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Loan costs capitalized for real estate under development                                |  | $                                   | 1,763    |   |                                     | $ | 30       |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  
|Construction costs payable capitalized to real estate                                   |  | $                                   | 39,827   |   |                                     | $ | 29,177   |  
|                                                                                        |  |                                     |          |   |                                     |   |          |  

See accompanying notes



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DUPONT FABROS TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

(unaudited)

1. Description of Business

DuPont Fabros Technology, Inc. (we, us, the Company or DFT) was formed on March 2,
2007 and is headquartered in Washington, D.C. The Company is a fully integrated, self-administered and self-managed company formed primarily to own, acquire, develop and operate wholesale data centers. We elected to be taxed as a real estate
investment trust, or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2007. We are the sole general partner of, and own 53.2% of the economic interest in, DuPont Fabros Technology, L.P. (the
Operating Partnership). Through the Operating Partnership, we hold a fee simple interest in six operating data centers  referred to as ACC2, ACC3, ACC4, VA3, VA4 and CH1, three data center properties that were under development as
of September 30, 2008  referred to as ACC5, NJ1 and SC1  and land that may be used to develop two additional data centers  which would be referred to as ACC6 and ACC7. Subsequent to quarter-end, we temporarily
suspended development on SC1. For more information regarding these properties, see Notes 3 and 8 to the notes to consolidated financial statements.

We completed our initial public offering of common stock (the IPO) on October 24, 2007. The IPO resulted in the sale of 35,075,000 shares of common stock, including 4,575,000 shares as a result of the underwriters
exercising their over-allotment option, at a price per share of $21.00, generating gross proceeds to the Company of $736.6 million. The proceeds to the Company, net of underwriters discounts, commissions, financial advisory fees and other
offering costs, were $676.9 million. We contributed the proceeds of our IPO to our Operating Partnership in exchange for a number of units of limited partnership interest of our Operating Partnership (OP units) equal to the number of
common shares sold in the IPO.

Prior to August 7, 2007, each of our initial properties, or data centers, was directly owned by a
single-property entity. To facilitate the closing of a credit facility with KeyBank National Association (the KeyBank Credit Facility) on August 7, 2007 and in contemplation of the IPO, we combined the membership interests in the
entities that hold interests in VA3, VA4, ACC2, ACC3 and CH1 into one holding company, Safari Ventures LLC (Safari), in order for those membership interests and certain of those properties to serve as collateral for the KeyBank Credit
Facility. Following the closing of the KeyBank Credit Facility, each of the former members of the property-holding entities held a direct or indirect equity interest in Safari. Safari made borrowings under the KeyBank Credit Facility to purchase
land in Ashburn, Virginia that is being held for use in the development of ACC5 and ACC6. For accounting purposes, Quill Ventures LLC, the entity that owns ACC3, was determined to be the accounting acquirer (the Predecessor) based on the
guidance in Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, in the Safari transaction, and ACC2, VA3, VA4 and CH1 were determined to be the Acquired Properties. The financial
position and results of operations of the Predecessor are presented on a historical cost basis and the contribution of the interests of ACC2, VA3, VA4 and CH1 has been recorded at their estimated fair value. Subsequent to August 6, 2007, Safari
is the accounting predecessor of the Company, resulting in the recording of the financial position and results of operations of Safari at historical cost basis at the IPO.

Upon completion of the IPO, the Company entered into various formation transactions. The formation transactions included the issuance of 23,045,366
Operating Partnership Units (OP Units) and cash payments of $372.5 million (which included $274.0 million of cash used to retire the debt and fund other obligations related to ACC4) for total consideration of $856.5 million for the
acquisition of the equity interests in Safari, the entity that owns ACC4 (a data center that was fully completed on October 30, 2007), land that is being held for use in the future development of data centers we refer to as NJ1 and ACC7 and a
contract to acquire the land that will be used to develop SC1 and SC2. The contribution of the interests of ACC4 and the two undeveloped parcels of land were recorded at their estimated fair value. The Company also issued 8,116,906 OP units and made
a cash payment of $6.1 million for total consideration of $176.5 million for the acquisition of the management, development, leasing, asset management and technical services agreements for these properties.



2. Significant Accounting Policies

Basis of Presentation

The accompanying
unaudited consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. The results of operations for the three and
nine months ended September 30, 2008 are not indicative of the results that may be expected for the full year. These consolidated financial statements should be read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations contained elsewhere in this Form 10-Q and the audited financial statements for the year ended December 31, 2007 and the notes thereto included in the Companys Form 10-K.



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##### Table of Contents

We have one reportable segment consisting of investments in data centers located in the United States.

These consolidated financial statements include the financial position and results of operations of our Predecessor through August 6,
2007 and reflect its acquisition of the Acquired Properties (effective August 7, 2007) and the acquisition of ACC4 and land held for the development of ACC7 and NJ1 (effective October 24, 2007) at their estimated fair values. Accordingly,
the results of operations for 2007 include the results of operations of the Predecessor for all months in the reporting periods and the results of operations of the Acquired Properties from their date of acquisition, August 7, 2007 and ACC4,
ACC7 and NJ1 from their date of acquisition, October 24, 2007. The financial statements up through October 23, 2007 also do not reflect the Companys acquisition of property management and other services agreements and thus, the
internalization of these services.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income-Producing Property

The
Predecessors data center, ACC3, is recorded at cost, including the external direct costs of the acquisition. The Acquired Properties data centers (ACC2, VA3, VA4 and CH1) are recorded at their estimated fair value on the date of their
acquisition, August 7, 2007. ACC4, ACC7, NJ1 and the contract to acquire land for SC1 and SC2 are recorded at their estimated fair value on the date of their acquisition, October 24, 2007.

We allocated the purchase price of the Acquired Properties, ACC4, ACC7, and NJ1, to the related physical assets and in-place leases based on their
relative fair values, in accordance with SFAS No. 141. The fair values of acquired buildings are determined on an as-if-vacant basis considering a variety of factors, including the physical condition and quality of the buildings,
estimated rental and absorption rates, estimated future cash flows, and valuation assumptions consistent with current market conditions. The as-if-vacant fair value is allocated to land, building, improvements, and any personal property
based on replacement cost estimates and other relevant information.

The fair value of in-place leases consists of the following components
as applicable(1) the estimated cost to replace the leases, including foregone rents during the period of finding a new tenant, foregone recovery of tenant pass-through, tenant improvements, and other direct costs associated with obtaining
a new tenant (referred to as Tenant Origination Costs); (2) the estimated leasing commissions associated with obtaining a new tenant (referred to as Leasing Commissions); and (3) the above/below market cash flow of the leases, determined
by comparing the projected cash flows of the leases in place to projected cash flows of comparable market-rate leases (referred to as Lease Intangibles). Tenant Origination Costs are included in buildings and improvements on the Companys
consolidated balance sheet and are amortized as depreciation expense on a straight-line basis over the remaining life of the underlying leases. Leasing Commissions are classified as deferred costs and are amortized as amortization expense on a
straight-line basis over the remaining life of the underlying leases. Lease Intangible assets and liabilities are classified as lease contracts above and below market value, respectively, and amortized on a straight-line basis as decreases and
increases, respectively, to rental revenue over the remaining term of the underlying leases. Should a tenant terminate its lease prior to the expiration of the initial term, the unamortized portions of the Tenant Origination Cost, Leasing
Commissions, and Lease Intangibles associated with that lease are written off to depreciation expense, amortization expense, or rental revenue, respectively.

All capital improvements for the income-producing properties that extend their useful life are capitalized to individual building components, including interest and real estate taxes incurred during the period of
development, and depreciated over their estimated useful lives. Interest is capitalized during the period of development based upon applying the propertys weighted-average borrowing rate to the actual development costs expended up to specific
borrowings and then applying the weighted-average borrowing rate of the Company to the residual actual development costs expended during the construction period. Interest is capitalized until the property has reached substantial completion and is
ready for its intended use in accordance with SFAS No. 34, Capitalization of Interest Cost. Interest costs capitalized totaled $3.5 million and $0.8 for the three months ended September 30, 2008 and 2007, respectively, and $11.6
million and $0.8 million for the nine months ended September 30, 2008 and 2007, respectively.



8



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In accordance with SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate
Projects, the Company capitalizes pre-development costs, including internal costs, incurred in pursuit of new development opportunities for which the Company currently believes future development is probable. Future development is dependent upon
various factors, including zoning and regulatory approval, rental market conditions, construction costs and availability of capital. Pre-development costs incurred for which future development is not yet considered probable are expensed as incurred.
In addition, if the status of such a pre-development opportunity changes, making future development by the Company no longer probable, any capitalized pre-development costs are written-off with a charge to expense. Furthermore, as provided under the
guidance of SFAS No. 67, the revenue from incidental operations received from the current improvements in excess of any incremental costs are being recorded as a reduction of total capitalized costs of the development project and not as a part
of net income. The capitalization of costs during the development of assets (including interest and related loan fees, property taxes and other direct and indirect costs) begins when development efforts commence and ends when either i) the asset, or
a portion of the asset, is delivered and ready for its intended use, or ii) development of the asset is suspended.

Depreciation on
buildings is generally provided on a straight-line basis over 40 years from the date the buildings were placed in service. Building components are depreciated over the life of the respective improvements ranging from 20 to 40 years from the
date the components were placed in service. Personal property is depreciated over three to seven years. Depreciation expense totaled $11.9 million and $4.0 million for the three months ended September 30, 2008 and 2007, respectively, and $33.8
million and $5.7 million for the nine months ended September 30, 2008 and 2007, respectively. Repairs and maintenance costs are expensed as incurred.

We record impairment losses on long-lived assets used in operations or in development when events or changes in circumstances indicate that the value of those assets might be impaired, and the estimated undiscounted
cash flows to be generated by those assets are less than the carrying amounts. If circumstances indicating impairment are present, an impairment loss is recognized based on the excess of the carrying amount of the impaired asset over its fair value.
Management assesses the recoverability of the carrying value of its assets on a property-by-property basis. No impairment losses were recorded during the three and nine months ended September 30, 2008 and 2007.

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we classify a data center property as
held-for-sale when it meets the necessary criteria, which include when we commit to and actively embark on a plan to sell the asset, the sale is expected to be completed within one year under terms usual and customary for such sales, and actions
required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Data center properties held-for-sale are carried at the lower of cost or fair value less costs to sell.
As of September 30, 2008, there were no data center properties classified as held-for-sale and discontinued operations.

Cash and Cash
Equivalents

We consider all demand deposits and money market accounts purchased with a maturity date of three months or less, at
the date of purchase to be cash equivalents. Our account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (FDIC) insurance coverage and, as a result, there is a concentration of credit risk related
to amounts on deposit in excess of FDIC insurance coverage. We mitigate this risk by depositing a majority of our funds with major financial institutions.

Deferred Costs

Financing costs, which represent fees and other costs incurred in obtaining debt, are amortized on a
straight-line basis, which approximates the effective-interest method, over the term of the loan and are included in interest expense. Amortization of the deferred financing costs included in interest expense totaled $0.5 million and $0.4 million
for the three months ended September 30, 2008 and 2007, respectively, and $1.1 million and $0.9 million for the nine months ended September 30, 2008 and 2007, respectively. Balances, net of accumulated amortization, at September 30,
2008 and December 31, 2007 are as follows (in thousands):



|                         |  |                   |        |   |                  |   |        |  
|------------------------ |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                         |  | September 30,2008 |        |   | December 31,2007 |  
|Financing costs          |  | $                 | 10,951 |   |                  | $ | 10,630 |  
|Accumulated amortization |  |                   | (3,749 | ) |                  |   | (1,030 | )
|                         |  |                   |        |   |                  |   |        |  
|Financing costs, net     |  | $                 | 7,202  |   |                  | $ | 9,600  |  
|                         |  |                   |        |   |                  |   |        |  



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Leasing costs, which are either external fees and costs incurred in the successful negotiations of
leases, internal costs expended in the successful negotiations of leases or the estimated leasing commissions resulting from the allocation of the purchase price of the Acquired Properties and ACC4 under SFAS No. 141, are deferred and amortized
over the terms of the related leases on a straight-line basis. If an applicable lease terminates prior to the expiration of its initial term, the carrying amount of the costs are written off to amortization expense. Amortization of deferred leasing
costs totaled $1.1 million and $0.5 million for the three months ended September 30, 2008 and 2007, respectively, and $3.3 million and $1.1 million for the nine months ended September 30, 2008 and 2007, respectively. Balances, net of
accumulated amortization, at September 30, 2008 and December 31, 2007 are as follows (in thousands):



|                         |  |                   |        |   |                  |   |        |  
|------------------------ |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                         |  | September 30,2008 |        |   | December 31,2007 |  
|Leasing costs            |  | $                 | 38,997 |   |                  | $ | 38,759 |  
|Accumulated amortization |  |                   | (5,820 | ) |                  |   | (2,496 | )
|                         |  |                   |        |   |                  |   |        |  
|Leasing costs, net       |  | $                 | 33,177 |   |                  | $ | 36,263 |  
|                         |  |                   |        |   |                  |   |        |  

Inventory

We maintain fuel inventory for our generators, which is recorded at the lower of cost (on a first-in, first-out basis) or market. As of September 30, 2008 and December 31, 2007, the fuel inventory was $1.4
million and $1.0 million, respectively, and is included in prepaid expenses and other assets in the accompanying consolidated balance sheets.

Debt
Obligations

Prior to the IPO, we entered into a debt agreement whose terms required certain additional costs and fees to be paid
upon retirement of the debt. These additional costs and fees were accrued using the effective interest method and were recorded in interest expense. This debt was retired in August 2007.

Interest Rate Derivative Instruments

We account for derivative activities in accordance with
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activitiesand SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which requires all derivative instruments to be carried
at fair value as either assets or liabilities on the consolidated balance sheets. For those derivative instruments that are designated, and qualify, as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged,
as a fair value hedge or a cash flow hedge. For derivatives that do not meet the criteria for hedge accounting, changes in fair value are immediately recognized in earnings. For those derivatives that qualify for hedge accounting, the effective
portion of the gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or
periods during which the hedged transaction affects earnings. Any ineffective portion of a derivatives change in fair value is immediately recognized in earnings.

Prepaid Rents

Prepaid rents, typically prepayment of the following months rent, consist
of payments received from tenants prior to the time the payments are earned and are recognized as revenue in subsequent periods when earned.

Rental
Income

We, as a lessor, have retained substantially all the risks and benefits of ownership and account for our leases as operating
leases. For lease agreements that provide for scheduled rent increases, rental income is recognized on a straight-line basis over the non-cancellable term of the leases, which commences when control of the space and the critical power have been
provided to the tenant. Straight-line rents receivable are included in deferred rent on the consolidated balance sheets. Lease Intangible assets and liabilities that have resulted from above-market and below-market leases that were acquired are
amortized on a straight-line basis as decreases and increases, respectively, to rental revenue over the remaining term of the underlying leases. Should a tenant terminate its lease, the unamortized portion of Lease Intangibles associated with that
lease will be written off to rental revenue. Balances, net of accumulated amortization, at September 30, 2008 and December 31, 2007 are as follows (in thousands):



|                                        |  |                   |        |   |                  |   |        |  
|--------------------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                                        |  | September 30,2008 |        |   | December 31,2007 |  
|Lease contracts above market value      |  | $                 | 23,100 |   |                  | $ | 23,100 |  
|Accumulated amortization                |  |                   | (3,171 | ) |                  |   | (1,022 | )
|                                        |  |                   |        |   |                  |   |        |  
|Lease contracts above market value, net |  | $                 | 19,929 |   |                  | $ | 22,078 |  
|                                        |  |                   |        |   |                  |   |        |  



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|                                        |  |                   |         |   |                  |   |        |  
|--------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------ | -
|                                        |  | September 30,2008 |         |   | December 31,2007 |  
|Lease contracts below market value      |  | $                 | 51,900  |   |                  | $ | 51,900 |  
|Accumulated amortization                |  |                   | (11,006 | ) |                  |   | (3,623 | )
|                                        |  |                   |         |   |                  |   |        |  
|Lease contracts below market value, net |  | $                 | 40,894  |   |                  | $ | 48,277 |  
|                                        |  |                   |         |   |                  |   |        |  

We record a provision for losses on accounts receivable equal to the estimated uncollectible
accounts. The estimate is based on managements historical experience and a review of the current status of our receivables. We will also establish, as necessary, an appropriate allowance for doubtful accounts for receivables arising from the
straight-lining of rents. This receivable arises from revenue recognized in excess of amounts currently due under the lease. As of September 30, 2008 and December 31, 2007, no allowance was considered necessary.

Tenant leases generally contain provisions under which the tenants reimburse us for a portion of the propertys operating expenses and real estate
taxes incurred by us. Recoveries from tenants are included in revenue in the consolidated statements of operations in the period the applicable expenditures are incurred. Recoveries from tenants also include the property management fees that we earn
from our tenants.

Other Revenue

Other revenue primarily consists of services provided to our tenants on an ad-hoc basis. Revenue is recognized on a completed contract basis. Costs of providing these services are in other expenses in the accompanying consolidated
statements of operations.

Income Taxes

We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the Code), commencing with our taxable year ended December 31, 2007. In general, a REIT that meets certain organizational and operational
requirements and distributes at least 90 percent of its REIT taxable income to its shareholders in a taxable year will not be subject to income tax to the extent of the income it distributes. We currently qualify and intend to continue to
qualify as a REIT under the Code. As a result, no provision for federal income taxes on income from continuing operations is required, except for taxes on certain property sales and on income, if any, of our taxable REIT subsidiary
(TRS). If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our income at regular corporate tax rates for the year in which we do not qualify
and the succeeding four years. Although we expect to qualify for taxation as a REIT, we may be subject to state and local income and franchise taxes and to federal income and excise taxes on any undistributed income.

We have elected to treat DF Technical Services LLC, a 100% owned subsidiary of our Operating Partnership, as a TRS. In general, a TRS may perform
non-customary services for tenants, hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business. A TRS is subject to corporate federal and state income taxes on its taxable income
at regular statutory tax rates.

The Predecessor was not subject to U.S. federal income tax on its income. Results of operations of
the Predecessor are included proportionately in the federal income tax returns of the individual members; therefore, no provision for federal income taxes is included in the accompanying consolidated financial statements for periods prior to
October 24, 2007.

Comprehensive Income

Comprehensive income, as reflected on the consolidated statement of stockholders equity, is defined as all changes in equity during each period except those resulting from investments by or distributions to
stockholders or members. Accumulated other comprehensive loss, as also reflected on the consolidated statement of stockholders equity, reflects the effective portion of cumulative changes in the fair value of derivatives in qualifying cash
flow hedge relationships.

Earnings Per Share

Basic earnings per share is calculated by dividing the net income applicable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per
share is calculated by dividing the net income applicable to common stockholders for the period by the weighted-average number of common and dilutive securities outstanding during the period using the treasury stock method.



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##### Table of Contents

Stock-based Compensation

We have awarded stock-based compensation to employees, contractors and members of our Board of Directors in the form of common stock and LTIP units. These awards are accounted for under SFAS No. 123(R),
Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment to FASB Statement No. 123, which was effective January 1,
2006. We had no stock-based compensation awards outstanding prior to our IPO in October 2007. This pronouncement requires that we estimate the fair value of the awards and recognize this value over the requisite vesting period. The fair value of
LTIP units is based on the market value of our common stock on the date of the grant less a discount for post-vesting transferability restrictions estimated by a third-party consultant. Compensation paid with Company common shares, which is included
in general and administrative expense on the consolidated statements of operations, totaled $0.2 million and $0 for the three months ended September 30, 2008 and 2007, respectively, and $0.9 million and $0 for the nine months September 30,
2008 and 2007, respectively.

Profits, Losses and Distributions

For periods prior to October 24, 2007, the profits and losses of the Predecessor were allocated to the individual members in accordance with their respective limited liability company agreements.

Recent Accounting Pronouncements

In February
2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115. This statement
permits an entity to elect to measure eligible items at fair value (fair value option) including many financial instruments. The objective of this statement is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of this statement were effective for us as of January 1, 2008.
If the fair value option is elected, the Company would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the
fair value option is elected shall be recognized in earnings as incurred and not deferred. The fair value option may be applied for a single eligible item without electing it for other identical items, with certain exceptions, and must be applied to
the entire eligible item and not to a portion of the eligible item. The Company did not elect the fair value option with respect to any eligible item and, therefore, the adoption of this standard did not have a material effect on the Companys
financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations.This
statement changes the accounting for acquisitions specifically eliminating the step acquisition model, changing the recognition of contingent consideration from being recognized when it is probable to being recognized at the time of acquisition,
disallowing the capitalization of transaction costs and delays when restructurings related to acquisitions can be recognized. The standard is effective for fiscal years ending after December 15, 2008 and will impact the accounting only for
acquisitions we make after its adoption.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51.Under this statement, noncontrolling interests are considered equity and thus our practice of reporting minority interests in the mezzanine section of the balance sheet will be eliminated.
Also, under the new standard, net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between controlling and
noncontrolling interests. Last, increases and decreases in noncontrolling interests will be treated as equity transactions. The standard is effective for fiscal years ending after December 15, 2008.

Reclassifications

Certain amounts from the
prior year have been reclassified for consistency with the current year presentation.



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##### Table of Contents

3. Real Estate Assets

The following is a summary of properties owned by the Company at September 30, 2008:



|                                                       |  |                       |  |      |        |                           |   |                                                    |  |            |         |  |   |          
|------------------------------------------------------ |  | --------------------- |  | ---- | ------ | ------------------------- | - | -------------------------------------------------- |  | ---------- | ------- |  | - | ---------
|(dollars in thousands) Property                        |  | Location              |  | Land |        | Buildings andImprovements |   | Constructionin Progressand Land HeldforDevelopment |  | Total Cost
|ACC2                                                   |  | Ashburn, VA           |  | $    | 2,500  |                           | $ | 158,289                                            |  | $          |        |  | $ | 160,789  
|ACC3                                                   |  | Ashburn, VA           |  |      | 1,071  |                           |   | 94,004                                             |  |            |        |  |   | 95,075   
|ACC4                                                   |  | Ashburn, VA           |  |      | 6,600  |                           |   | 533,510                                            |  |            |        |  |   | 540,110  
|VA3                                                    |  | Reston, VA            |  |      | 10,000 |                           |   | 173,205                                            |  |            |        |  |   | 183,205  
|VA4                                                    |  | Bristow, VA           |  |      | 6,800  |                           |   | 140,619                                            |  |            |        |  |   | 147,419  
|CH1, Phase I                                           |  | Elk Grove Village, IL |  |      | 12,646 |                           |   | 177,769                                            |  |            |        |  |   | 190,415  
|                                                       |  |                       |  |      |        |                           |   |                                                    |  |            |         |  |   |          
|                                                       |  |                       |  |      | 39,617 |                           |   | 1,277,396                                          |  |            |        |  |   | 1,317,013
|Construction in progress and land held for development |  | (1)                   |  |      |       |                           |   |                                                   |  |            | 328,003 |  |   | 328,003  
|                                                       |  |                       |  |      |        |                           |   |                                                    |  |            |         |  |   |          
|                                                       |  |                       |  | $    | 39,617 |                           | $ | 1,277,396                                          |  | $          | 328,003 |  | $ | 1,645,016
|                                                       |  |                       |  |      |        |                           |   |                                                    |  |            |         |  |   |          



|(1) | Properties located in Ashburn, VA (ACC5, ACC6 and ACC7); Elk Grove Village, IL (CH1 Phase II); Piscataway, NJ (NJ1) and Santa Clara, CA (SC1 and SC2).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

4. Leases

For the three and nine months ended
September 30, 2008, two tenants accounted for 71% of our total revenue. As of September 30, 2008, these two tenants accounted for $0.1 million and $0.3 million of rents and other receivables, respectively. As of September 30, 2008,
these two tenants also accounted for $10.4 million and $10.0 million of deferred rent, respectively. For the three and nine months ended September 30, 2007, these same two tenants accounted for 87% and 93%, respectively, of our total operating
revenue. As of September 30, 2007, these two tenants accounted for less than $0.1 million and $0 of rents and other receivables, respectively. As of September 30, 2007, these two tenants also accounted for $7.4 million and $0.3 million of
deferred rent, respectively. The Company does not hold security deposits from these tenants. The majority of tenants operate within the technology industry and, as such, their viability is subject to market fluctuations in that industry.

5. Debt

On August 7, 2007, the Company
entered into a $200.0 million secured term loan and a $275.0 million senior secured revolving credit facility (together the KeyBank Credit Facility), of which a principal balance of $404.0 million was outstanding as of September 30,
2008. Based on a covenant specific to the borrowing base, the total amount available under the revolving credit facility is $244.0 million. The term loan and the revolving credit facility are secured by VA3, VA4, ACC2 and ACC3.

Upon consent of the lender, the revolving facility may be increased by up to $200.0 million depending on certain factors, including the value of, and
debt service on, the properties included in our borrowing base. In order to take advantage of all of the $200.0 million increase in the revolving credit facility, we anticipate that, among other things, we would need to add properties to the
borrowing base and modify the pricing terms of the term loan and revolving facility. The revolving facility matures on August 7, 2010, but includes an option whereby we may elect, once, to extend the maturity date by 12 months. The extension is
subject to us paying an extension fee of $0.4 million and other customary conditions. The term loan is an interest-only loan with the full principal amount due at maturity on August 7, 2011, with no option to extend.

As of September 30, 2008, the interest rate on our term loan was LIBOR plus 1.50%, which we have effectively fixed at 6.497% through the use of an
interest rate swap. At the Companys option, the interest rate on the revolving credit facility can be based on LIBOR or KeyBanks prime rate. The interest rate associated with the revolving facility was LIBOR plus 1.25% as of
September 30, 2008.

Four of our operating propertiesVA3, VA4, ACC2 and ACC3comprise our current borrowing base with an
aggregate book value of $587.9 million as of September 30, 2008, along with the assignments of rents and leases at these properties. In addition, we may in the future choose to add some or all of the other properties that we acquired upon the
completion of the IPO or other properties that we may acquire or develop in the future to the borrowing base in order to, among other things, increase the amount that we may borrow under the revolving facility. Once added to the borrowing base,
properties may be removed only with the approval of our lenders. In addition, the revolving facility and term loan contain customary covenants. As of September 30, 2008, we were in compliance with all covenants.



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As part of the KeyBank financing, Safari repaid a mortgage loan on ACC3 totaling $125.2 million in the
third quarter of 2007 and wrote off the remaining unamortized deferred financing cost balance of $1.4 million.

On December 20, 2007,
Tarantula Ventures LLC, the owner of CH1, entered into a $148.9 million construction loan with KeyBank National Association relating to the refinancing of CH1, of which $129.3 million was outstanding at September 30, 2008. The loan bears
interest at a variable interest rate equal to the sum of the one-month LIBOR plus 2.25%. At the Companys option, the interest rate on the CH1 construction loan can be based on LIBOR or KeyBanks prime rate. The loan matures on
December 20, 2009 and can be extended for an additional 12 months subject to certain conditions including a debt service coverage ratio of 1.50 or greater and payment of an extension fee equal to $0.4 million (0.25% of the note amount).
Currently, CH1 does not have a debt service coverage of 1.50 or greater and would need additional leasing to achieve this ratio. The loan is collateralized by the CH1 assets with an aggregate net book value of $212.6 million at September 30,
2008.

At September 30, 2008 and December 31, 2007, debt balances outstanding were as follows (dollars in thousands):



|                                                                                                                                                                                                                                         |  |                   |         |                  |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                                                                                                                                                                                                                         |  | September 30,2008 |         | December 31,2007
|KeyBank Credit Facility  $200,000 secured term loan, variable interest rate of LIBOR plus 1.50% (3.99% at September 30, 2008),
matures August 2011, which has been effectively fixed at 6.497% through the use of an interest rate swap |  | $                 | 200,000 |                  | $ | 200,000
|CH1 construction loan, variable interest rate of LIBOR plus 2.25% (5.98% at September 30, 2008), matures December 2009                                                                                                                   |  |                   | 129,256 |                  |   | 96,719 
|KeyBank Credit Facility  $244,000 senior secured revolving credit facility, variable interest rate of LIBOR plus 1.25% (4.50% at
September 30, 2008), matures August 2010                                                               |  |                   | 204,000 |                  |   |       
|                                                                                                                                                                                                                                         |  |                   |         |                  |   |        
|                                                                                                                                                                                                                                         |  | $                 | 533,256 |                  | $ | 296,719
|                                                                                                                                                                                                                                         |  |                   |         |                  |   |        

6. Derivative Instruments

On August 15, 2007, Safari entered into a $200.0 million interest rate swap agreement with KeyBank National Association to manage the interest rate risk associated with a portion of the KeyBank Credit Facility
effective August 17, 2007 with a maturity date of August 7, 2011. This swap agreement effectively fixes the interest rate on $200.0 million of the KeyBank Credit Facility at 4.997% plus the credit spread of 1.5%. We have designated this
agreement as a hedge for accounting purposes. Therefore, the effective portion of the changes in the fair value of the interest rate swap has been recorded in other comprehensive income (loss) and will be reclassified into interest expense as the
hedged forecasted interest payments are recognized. Any ineffective portion of the hedging relationship will be recorded directly to earnings.

As of September 30, 2008, the cumulative reduction in fair value of the interest rate swap of $7.8 million was recognized as a liability and deferred in accumulated other comprehensive loss in the accompanying consolidated balance
sheet and no amounts were recognized in earnings as hedge ineffectiveness.

Derivative financial instruments expose the Company to credit
risk in the event of non-performance by the counterparties under the terms of the derivative instrument. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions as determined by
management.

7. Related Party Transactions

Prior to the closing of the IPO on October 24, 2007:



| |  |  | DFD Technical Services LLC (DFTS), which is owned by our Executive Chairman and our President and CEO, was responsible for the management of the properties.
Management fees incurred with DFTS were generally based on 5% of gross receipts collected for the properties and totaled $0.6 million and $1.2 million for the three and nine months ended September 30, 2007, respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | DuPont Fabros Development LLC (DFD), which is owned by our Executive Chairman and our President and CEO, earned an asset management fee. Asset management fees,
which are included in management fees in the consolidated statements of operations, incurred with DFD totaled $0.2 million and $0.3 million for the three and nine months ended September 30, 2007, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bookkeeping fees incurred with DFD totaled less than $0.1 million and less than $0.1 million for the three and nine months ended September 30, 2007,
respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | DFD was reimbursed for salaries and overhead expenses related to operation management totaling $0.3 million and $0.5 million for the three and nine months ended
September 30, 2007, respectively. These fees are included in property operating costs in the accompanying consolidated statements of operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Following the closing of the IPO, we pay rent for our headquarters building to an affiliate of our Executive Chairman and President and CEO. Rent expense for the three and nine months ended September 30, 2008 was
less than $0.1 million and $0.3 million, respectively.

In addition, prepaid expenses and other assets includes amounts due to DFD and
affiliates of less than $0.1 million and due from DFD and affiliates of $0.2 million at September 30, 2008 and December 31, 2007, respectively.

Related party payables are due on demand without interest.

8. Commitments and Contingencies

As of September 30, 2008, we had contracts with Holder Construction Group, LLC (Holder) to construct Phase I of each of ACC5, NJ1 and SC1
for amounts not to exceed $173.1 million, $226.9 million and $257.5 million, respectively. As of September 30, 2008, costs incurred under these contracts were $117.3 million, $98.9 million and $25.3 million, respectively. Subsequent to
September 30, 2008, we temporarily suspended construction at Phase I of SC1. In order to fulfill our contract obligations at the time of suspension, funds of approximately $60 million to $70 million are due to Holder for time incurred and
equipment on order and will be paid over several months.

We plan to fund a portion of the remaining construction costs for our development
projects through the use of the $40 million remaining on our line of credit, the approximately $96 million in proceeds received from the new term loan secured by ACC4 (see Note 14) and a portion of the $35 million in cash and cash equivalents on our
consolidated balance sheet as of September 30, 2008. We are currently in negotiations with various lenders for the estimated remaining $150 million of funds. There is no guarantee that we will be successful in obtaining these funds on favorable
terms or at all, and if we do not obtain these funds, construction of our development projects will be suspended.

Concurrent with our IPO,
we entered into tax protection agreements with some of the contributors of the initial properties including our Executive Chairman and our President and CEO. Pursuant to the terms of these agreements, if we dispose of any interest in ACC2, ACC3,
ACC4, VA3, VA4 or CH1 that generates more than a certain allowable amount of built-in gain for the contributors, as a group, in any single year through 2016, we will indemnify the contributors for tax liabilities incurred with respect to the amount
of built-in gain and tax liabilities incurred as a result of the reimbursement payment. The required indemnification will decrease ratably over the course of each year of tax protection by 10% of the estimated tax on the built-in gain, declining to
zero by the end of 2016. The aggregate built-in gain as of December 31, 2007 was approximately $670 million (unaudited). Any sale by us that requires payments to any of our executive officers or directors pursuant to these agreements requires
the approval of at least 75% of the disinterested members of our board of directors.

We are involved from time to time in other various
legal proceedings, lawsuits, examinations by various tax authorities, and claims that have arisen in the ordinary course of business. Management believes that the resolution of such matters will not have a material adverse effect on the financial
condition or results of operations.

9. Minority Interests

Minority interests relates to the interest in the Operating Partnership not owned by the Company. OP unitholders receive distributions per unit equivalent to the per share distributions made to the Companys
common stockholders. Minority interests are adjusted for income, losses and distributions allocated to OP units not held by the Company. In the event of changes in common equity, an adjustment to minority interests in the Operating Partnership is
recorded to reflect the Companys increased or decreased ownership interest in the Operating Partnership. Upon completion of our IPO and contribution of the net proceeds to the Operating Partnership, and at September 30, 2008, minority
interests owned 31,162,272 OP units, or approximately 46.8% of the Operating Partnership. Limited partners have the right to tender their OP units for redemption after October 23, 2008. The OP units can be exchanged for cash based on the fair
market value of the Companys common stock or at the election of the Company for shares of common stock which have been registered. The redemption value of our minority interests at September 30, 2008 was $475.2 million, based on the
closing share price of $15.25 on September 30, 2008.



In
addition, in 2007, the Company has issued 341,145 fully vested LTIP units to certain officers, employees, and consultants. LTIP units are a special class of partnership interests in our Operating Partnership. LTIP units, whether vested or not, will
receive the same quarterly per unit profit distributions as OP units, which profit distribution will generally equal per share distributions on our shares of common stock. Initially, LTIP units will not have full parity with OP units with respect to
liquidating distributions. Under the terms of the LTIP units, our Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated
first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unitholders. Upon equalization of the capital accounts of the holders of LTIP units with the holders of OP units, the LTIP units will
achieve full parity with OP units for all purposes, including with respect to



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liquidating distributions. If such parity is reached, vested LTIP units may be converted into an equal number of OP units at any time, and thereafter receive
all the rights of OP units. However, there are circumstances under which such parity would not be reached. Until and unless such parity is reached, the value that a recipient will realize for a given number of vested LTIP units will be less than the
value of an equal number of OP units. As of September 30, 2008, parity with the OP units had not been achieved and the LTIP units could not be converted into OP units.

10. Stockholders Equity

On August 7, 2008, we declared a regular cash dividend for the
third quarter of 2008 of $0.1875 per common share which was paid on October 10, 2008 to stockholders of record as of September 26, 2008. In addition, holders of OP units and LTIPs also received a distribution of $0.1875 per unit. We
recorded a payable as of September 30, 2008 of $12.6 million for this dividend and distribution.

11. Equity Compensation Plan

Concurrent with our IPO, our Board of Directors adopted the 2007 Equity Compensation Plan (the Plan). The Plan is administered by the
Compensation Committee of the Board of Directors. The plan allows for the issuance of common stock, stock options, stock appreciation rights (SARs), performance unit awards and LTIP units. As of September 30, 2008, the maximum
aggregate number of shares of common stock that may be issued under this Plan pursuant to the exercise of options and SARs, the grant of stock awards, or LTIP units and the settlement of performance units is equal to 4,967,795, of which 842,541
share equivalents had been issued leaving 4,125,254 shares available for future issuance.

Beginning January 1, 2008, and on each January 1 thereafter during the term of the Plan, the maximum aggregate number of shares of common stock that may be issued under this Plan pursuant to the exercise of options and SARs, the
grant of stock awards or other-equity based awards and the settlement of performance units shall be increased by seven and one-half percent (7 1/2%) of any additional shares of common stock or interests in the Operating Partnership issued by the Company or the Operating Partnership; provided, however, that the maximum aggregate number of shares of common stock
that may be issued under this Plan shall be 11,655,525 shares.

If any award or grant under the Plan (including LTIP units) expires,
is forfeited or is terminated without having been exercised or paid, then any shares of common stock covered by such lapsed, cancelled, expired or unexercised portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP units
shall be available for the grant of other options, SARs, stock awards, other equity-based awards and settlement of performance units under this Plan.

The following table discloses the number of unvested shares of restricted stock and the weighted average fair value of these shares at the date of grant:



|                                       |  |                           |   |  |                                            |      
|-------------------------------------- |  | ------------------------- | - |  | ------------------------------------------ | -----
|                                       |  | Shares ofRestricted Stock |   |  | Weighted AverageFair Value atDate of Grant
|Unvested balance at December 31, 2007  |  | 71,429                    |   |  | $                                          | 21.00
|Granted                                |  | 53,270                    |   |  | $                                          | 18.00
|Vested                                 |  | (71,429                   | ) |  | $                                          | 21.00
|Forfeited                              |  |                          |   |  |                                            | N/A  
|                                       |  |                           |   |  |                                            |      
|Unvested balance at September 30, 2008 |  | 53,270                    |   |  | $                                          | 18.00
|                                       |  |                           |   |  |                                            |      

As of September 30, 2008, total unearned compensation on restricted stock was $0.9 million
and the weighted average vesting period was 1.6 years.

12. Earnings Per Share

The following table sets forth the reconciliation of basic and diluted average shares outstanding used in the computation of earnings (loss) per share of common stock (in thousands except for shares):



|                                         |  |                                      |       |   |                                     |   |        |  
|---------------------------------------- |  | ------------------------------------ | ----- | - | ----------------------------------- | - | ------ | -
|                                         |  | Three Months endedSeptember 30, 2008 |       |   | Nine Months endedSeptember 30, 2008 |  
|Numerator:                               |  |                                      |       |   |                                     |   |        |  
|Net income                               |  | $                                    | 4,149 |   |                                     | $ | 15,629 |  
|Adjustments to minority interests        |  |                                      | (3    | ) |                                     |   | (9     | )
|                                         |  |                                      |       |   |                                     |   |        |  
|Numerator for basic earnings per share   |  |                                      | 4,146 |   |                                     |   | 15,620 |  
|Adjustments to minority interests        |  |                                      |      |   |                                     |   |       |  
|                                         |  |                                      |       |   |                                     |   |        |  
|Numerator for diluted earnings per share |  | $                                    | 4,146 |   |                                     | $ | 15,620 |  
|                                         |  |                                      |       |   |                                     |   |        |  



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|                                                                       |  |                                      |   |  |                                     |  
|---------------------------------------------------------------------- |  | ------------------------------------ | - |  | ----------------------------------- | -
|                                                                       |  | Three Months endedSeptember 30, 2008 |   |  | Nine Months endedSeptember 30, 2008 |  
|Denominator:                                                           |  |                                      |   |  |                                     |  
|Weighted average shares                                                |  | 35,493,625                           |   |  | 35,470,947                          |  
|Unvested restricted stock                                              |  | (57,605                              | ) |  | (46,948                             | )
|                                                                       |  |                                      |   |  |                                     |  
|Denominator for basic income per share                                 |  | 35,436,020                           |   |  | 35,423,999                          |  
|Effect of dilutive securities                                          |  | 19,283                               |   |  | 33                                  |  
|                                                                       |  |                                      |   |  |                                     |  
|Denominator for diluted earnings per share  adjusted weighted average |  | 35,455,303                           |   |  | 35,424,032                          |  
|                                                                       |  |                                      |   |  |                                     |  

13. Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value

On January 1, 2008, the Company adopted SFAS
No. 157, Fair Value Measurements(SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to
reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. In February 2008, the FASB
issued two Staff Positions on SFAS No. 157: (1) FASB Staff Position No. FAS 157-1 (FSP 157-1), Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13, and (2) FASB Staff Position No. FAS 157-2 (FSP 157-2), Effective Date of FASB Statement No. 157. FSP 157-1 excludes FASB
Statement No. 13, Accounting for Leases, as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under Statement 13, from SFAS 157s scope. FSP 157-2 partially defers
SFAS 157s effective date to January 1, 2009 for all non financial assets and non financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis.

SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement
should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a fair value
hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting
entitys own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level
1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest
rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entitys own assumptions, as there is little,
if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy



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within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Derivative financial instruments

Currently, the
Company uses one interest rate swap to manage its interest rate risk. The valuation of this instrument is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative.
This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair value of our interest rate swap is determined using the market
standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest
rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of SFAS No. 157, the
Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterpartys nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative
contract for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy, the
credit valuation adjustments associated with its derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2008, the
Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and has determined that the credit valuation adjustment is not significant to the overall valuation of the
interest rate swap. As a result, the Company has determined that its derivative valuation, in its entirety, is classified in Level 2 of the fair value hierarchy.

The table below presents the Companys assets and liabilities measured at fair value on a recurring basis as of September 30, 2008, aggregated by the level in the fair value hierarchy within which those
measurements fall.

Liabilities Measured at Fair Value on a Recurring Basis at September 30, 2008

(dollars in thousands)



|                                 |  |                                                                           |   |                                            |   |                                         |  |                             |   |  |   |      
|-------------------------------- |  | ------------------------------------------------------------------------- | - | ------------------------------------------ | - | --------------------------------------- |  | --------------------------- | - |  | - | -----
|                                 |  | Quoted Prices inActive Marketsfor IdenticalAssets andLiabilities(Level 1) |   | SignificantOtherObservableInputs (Level 2) |   | SignificantUnobservableInputs (Level 3) |  | Balance atSeptember 30,2008
|Liabilities                      |  |                                                                           |   |                                            |   |                                         |  |                             |   |  |   |      
|Derivative financial instruments |  | $                                                                         |  |                                            | $ | 7,795                                   |  | $                           |  |  | $ | 7,795

14. Subsequent Event

On October 24, 2008 (the Closing Date), Grizzly Ventures LLC (the Borrower), a subsidiary of the Company, and the Operating Partnership, entered into a Credit Agreement relating to a $100
million term loan facility with KeyBank and certain other lending institutions that are parties thereto (the Credit Agreement). We have the option to increase the amount of the loan by up to an additional $150 million at any time during
the eighteen-month period following the Closing Date, to the extent that any one or more lenders commit to being a lender for the additional amount and certain other conditions are met. This term loan is secured by ACC4, which is owned by the
Borrower. We currently intend to utilize the loan proceeds to fund the Companys development of the first phases of ACC5 and NJ1 and for other general corporate purposes.



The Credit Agreement matures on October 24, 2011 and includes a one-year
extension option subject to, among other things, the payment of an extension fee equal to 50 basis points on the outstanding loan amount, there being no existing event of default, a debt service coverage ratio of no less than 2 to 1, and a loan to
value ratio of no more than 40%. Borrowings under the term loan will bear interest at (i) LIBOR plus 350 basis points during the initial term of the loan, and (ii) LIBOR plus 400 basis points during the additional one-year period if the
Borrower exercises the one-year extension option. We may elect to have borrowings bear interest at (i) KeyBanks prime rate plus 200 basis points during the initial term of the loan or (ii) KeyBanks prime rate plus 250 basis
points during the additional one-year period if the Borrower exercises the one-year extension option, but only if such interest rate is not less



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than LIBOR plus the applicable margin set forth above. The term loan requires quarterly installments of principal of $500,000 beginning on April 1,
2009, and may be prepaid in whole or in part without penalty any time after October 24, 2009, subject to the payment of certain LIBOR rate breakage fees.

The Credit Agreement requires ongoing compliance by us with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments, effecting mergers and/or assets sales,
maintenance of certain leases and the occurrence of a change of control (as defined in the Credit Agreement) of the Company or Operating Partnership. In addition, the Credit Agreement requires that certain financial covenants are adhered to,
including, without limitation, the following:



| |  |  | Borrower must maintain the following minimum debt service coverage ratios:
| | - |  | --------------------------------------------------------------------------



| |  |  | October 24, 2008 to March 31, 2009  1.15 to 1;
| | - |  | -----------------------------------------------



| |  |  | April 1, 2009 to March 31, 2010  1.50 to 1;
| | - |  | --------------------------------------------



| |  |  | April 1, 2010 to October 24, 2011  1.75 to 1; and
| | - |  | --------------------------------------------------



| |  |  | October 24, 2011 to October 24, 2012  2 to 1 (to the extent that the Borrower exercises the one-year extension option).
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidated total indebtedness of the Operating Partnership and its subsidiaries to gross asset value of the Operating Partnership and its subsidiaries must be
less than or equal to 65% during the term of the loan.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ratio of adjusted consolidated Earnings Before Interest Taxes Depreciation and Amortization to consolidated fixed charges must be at least 1.45 to 1 during the term
of the loan.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Minimum consolidated tangible net worth of the Operating Partnership and its subsidiaries must be greater than or equal to approximately $575 million (plus an
increase of 75% of the sum of (i) the net proceeds from any future equity offerings and (ii) the value of any interests in the Operating Partnership or the Company issued upon the contribution of assets to the Company, the Operating
Partnership or it subsidiaries after October 24, 2008) during the term of the loan.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Operating Partnership and
its subsidiaries investments in development projects (as defined in the Credit Agreement) is limited to $1 billion, provided that the Operating Partnership and its subsidiaries shall not at anytime have more than five development projects (as
defined in the Credit Agreement) ongoing.

The Operating Partnership has guaranteed for the benefit of the lenders under the Credit
Agreement the payment of $100.0 million of the principal amount of the term loan plus all outstanding interest, and is also liable for certain costs under the loan.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Special Note Regarding Forward-Looking Statements

The following discussion should be read in
conjunction with the financial statements and notes thereto appearing elsewhere in this report. This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking
statements presented in this report, or which management may make orally or in writing from time to time, are based on managements beliefs and assumptions made by, and information currently available to, management. When used, the words
anticipate, believe, expect, intend, may, might, plan, estimate, project, should, will, result and
similar expressions, which do not relate solely to historical matters, are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may
be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when
they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past
forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

For a
detailed discussion of certain of the risks and uncertainties that could cause our future results to differ materially from any forward-looking statements, see Item 1A, Risk Factors in our Annual Report on Form 10-K and this
Quarterly Report on Form 10-Q and the various other factors identified in other documents filed by us with the Securities and Exchange Commission. The risks and uncertainties discussed in these reports are not exhaustive. We operate in a very
competitive and rapidly changing environment and new risk factors may emerge from time to time. It is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our Companys business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results.

Overview

DuPont Fabros Technology, Inc. (we, us, the Company or DFT) was formed on March 2, 2007 and is
headquartered in Washington, D.C. The Company is a fully integrated, self-administered and self-managed company formed primarily to own, acquire, develop and operate wholesale data centers. We elected to be taxed as a real estate investment trust,
or REIT, for federal income tax purposes commencing with our taxable year ended December 31, 2007. We are the sole general partner of, and own 53.2% of the economic interest in, DuPont Fabros Technology, L.P. (the Operating
Partnership). Through the Operating Partnership, we hold a fee simple interest in six operating data centers  referred to as ACC2, ACC3, ACC4, VA3, VA4 and CH1, three data center properties that were under development as of September 30,
2008  referred to as ACC5, NJ1 and SC1  and land that may be used to develop two additional data centers  which would be referred to as ACC6 and ACC7. Subsequent to quarter-end, we temporarily suspended development on SC1. For more
information regarding these properties, see notes 3 and 8 to the notes to consolidated financial statements.

We completed our initial
public offering of common stock (the IPO) on October 24, 2007. The IPO resulted in the sale of 35,075,000 shares of common stock, including 4,575,000 shares as a result of the underwriters exercising their over-allotment option, at
a price per share of $21.00, generating gross proceeds to the Company of $736.6 million. The proceeds to the Company, net of underwriters discounts, commissions, financial advisory fees and other offering costs, were $676.9 million. We
contributed the proceeds of our IPO to our Operating Partnership in exchange for a number of units of limited partnership interest of our Operating Partnership (OP units) equal to the number of common shares sold in the IPO.

Prior to August 7, 2007, each of our initial properties, or data centers, was directly owned by a single-property entity. To facilitate the
closing of a credit facility with KeyBank National Association (the KeyBank Credit Facility) on August 7, 2007 and in contemplation of the IPO, we combined the membership interests in the entities that hold interests in VA3, VA4,
ACC2, ACC3 and CH1 into one holding company, Safari Ventures LLC (Safari), in order for those membership interests and certain of those properties to serve as collateral for the KeyBank Credit Facility. Following the closing of the
KeyBank Credit Facility, each of the former members of the property-holding entities held a direct or indirect equity interest in Safari. Safari made borrowings under the KeyBank Credit Facility to purchase land in Ashburn, Virginia that is being
held for use in the development of ACC5 and ACC6. For accounting purposes, Quill Ventures LLC, the entity that owns ACC3, was determined to be the accounting acquirer (the Predecessor) based on the guidance in Statement of Financial
Accounting Standards (SFAS) No. 141, Business Combinations, in the Safari transaction, and ACC2, VA3, VA4 and CH1 were determined to be the Acquired Properties. The financial position and results of operations of
the Predecessor are presented on a historical cost basis and the contribution of the interests of ACC2, VA3, VA4 and CH1 has been recorded at their estimated fair value. Subsequent to August 6, 2007, Safari is the accounting predecessor,
resulting in the recording of the financial position and results of operations of Safari at historical cost basis at the IPO.



20



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Upon completion of the IPO, the Company entered into various formation transactions. The formation
transactions included the issuance of 23,045,366 Operating Partnership Units (OP Units) and cash payments of $372.5 million (which included $274.0 million of cash used to retire the debt and fund other obligations related to ACC4) for
total consideration of $856.5 million for the acquisition of the equity interests in Safari, the entity that owns ACC4 (a data center that was fully completed on October 30, 2007), land that is being held for use in the future development of
data centers we refer to as NJ1 and ACC7 and a contract to acquire the land that will be used to develop SC1 and SC2. The contribution of the interests of ACC4 and the two undeveloped parcels of land were recorded at their estimated fair value. The
Company also issued 8,116,906 OP units and made a cash payment of $6.1 million for total consideration of $176.5 million for the acquisition of the management, development, leasing, asset management and technical services agreements for these
properties.

We derive substantially all of our revenue from rents received from tenants under existing leases at each of our operating
properties. Because we believe that critical load is the primary factor that tenants evaluate in choosing a data center, we establish our rents based on both the amount of power that we make available to our tenants and the amount of raised square
footage that our tenants are occupying. The relationship between raised square footage and critical load can vary significantly from one facility to the next. For example, a data center that is smaller in terms of raised square footage may contain
infrastructure that provides its tenants with critical load that exceeds the power capacity of a data center with a significantly larger footprint.

With respect to operating expenses, we have negotiated expense pass-through provisions in each of our leases under which our tenants are required to pay for most of our operating expenses. In particular, our tenants are required to pay all
of their direct operating expenses, including direct electric, as well as their pro rata share of indirect operating expenses, including real estate taxes and insurance. As we complete the build-out of our development properties, we intend to
continue to structure our future leases to contain expense pass-through provisions, which are also referred to as triple net leases.

In
the future, we intend to continue our focus on the performance of our initial portfolio of operating properties, as well as our pursuit of growth through the build out and leasing up of our portfolio of development properties. Although our operating
properties are located in Northern Virginia and suburban Chicago, Illinois, as we complete the expected build out of our development properties, including the development of a planned data center currently under construction in Piscataway, New
Jersey, our portfolio of data centers will become more geographically diverse.

Due to the recent disruptions in the financial markets, our
ability to obtain financing for development of our properties and for general corporate purposes has been negatively affected and may continue to be so affected for the foreseeable future. In fact, we had begun construction of SC1 in August 2008,
but due to obtaining lower funding on ACC4 than anticipated (see Liquidity and Capital Resources for more details), we have temporarily suspended construction of SC1. When development costs are suspended, the capitalization of interest costs ceases
which decreases our net income. Additionally, the suspension of development projects requires us to closely monitor the value of our development properties to ensure that there are not any non-cash impairments.

Our Properties

Stabilized Operating Properties

The following table presents an overview of our five stabilized (either 85% or more leased or open for eighteen months or greater)
operating properties based on information as of October 1, 2008:



|         |  |                   |  |                      |     |  |                        |  |                       |  |                      |  |             |   |  |                                    |        |                                                      |   |      
|-------- |  | ----------------- |  | -------------------- | --- |  | ---------------------- |  | --------------------- |  | -------------------- |  | ----------- | - |  | ---------------------------------- | ------ | ---------------------------------------------------- | - | -----
|Property |  | Property Location |  | Year Built/Renovated |     |  | Gross BuildingArea (1) |  | Raised SquareFeet (2) |  | Critical Load MW (3) |  | %Leased (4) |   |  | AnnualizedRent(in thousands)(5)(6) |        | AnnualizedManagementFee Recoveries(in thousands) (7)
|VA3      |  | Reston, VA        |  | 2003                 | (8) |  | 256,000                |  | 144,901               |  | 13.0                 |  | 100         | % |  | $                                  | 8,579  |                                                      | $ | 713  
|VA4      |  | Bristow, VA       |  | 2005                 | (8) |  | 230,000                |  | 90,000                |  | 9.6                  |  | 100         | % |  | $                                  | 16,095 |                                                      | $ | 1,149
|ACC2     |  | Ashburn, VA       |  | 2001/2005            |     |  | 87,000                 |  | 53,397                |  | 10.4                 |  | 100         | % |  | $                                  | 11,154 |                                                      | $ | 766  
|ACC3     |  | Ashburn, VA       |  | 2001/2006            |     |  | 147,000                |  | 79,600                |  | 13.0                 |  | 100         | % |  | $                                  | 18,076 |                                                      | $ | 1,202
|ACC4     |  | Ashburn, VA       |  | 2007                 |     |  | 307,000                |  | 171,300               |  | 36.4                 |  | 87.5        | % |  | $                                  | 45,514 |                                                      | $ | 2,717
|         |  |                   |  |                      |     |  |                        |  |                       |  |                      |  |             |   |  |                                    |        |                                                      |   |      
|Totals   |  |                   |  |                      |     |  | 1,027,000              |  | 539,198               |  | 82.4                 |  | 94.5        | % |  | $                                  | 99,418 |                                                      | $ | 6,547
|         |  |                   |  |                      |     |  |                        |  |                       |  |                      |  |             |   |  |                                    |        |                                                      |   |      



|(1) | Gross building area is the entire building area, including raised square footage (the portion of gross building area where our tenants computer servers are located), tenant
common areas, areas controlled by us (such as the mechanical, telecommunications and utility rooms) and, in some facilities, individual office and storage space leased on an as available basis to our tenants.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Raised square footage is that portion of gross building area where our tenants locate their computer servers. We consider raised square footage to be the net rentable square footage
in each of our facilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Critical load (also referred to as IT load or load used by tenants servers or related equipment) is the power available for exclusive use by our tenants expressed in terms of
megawatt, or MW, or kilowatt, or kW (1 MW is equal to 1,000 kW). In addition to critical load, each of our data centers is designed to provide sufficient additional power to cool our tenants servers, which we refer to as essential load.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Percentage leased is expressed as a percentage of critical load that is subject to an executed lease as of October 1, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(5) | Annualized rent is presented for leases executed as of October 1, 2008 on a straight-lined basis over the non-cancellable terms of the respective leases beginning from the date
of the most recent amendment to a lease agreement, or from the later of the original date of an agreement if not amended or the acquisition date of the property holding the lease. Annualized rent includes base rent and other rents (including, as
applicable, office, storage, parking and cage space) and all historical and future contractual increases to such rents, including any increases that are scheduled to occur subsequent to October 1, 2008. Annualized rent excludes the amortization
of above and below market leases. On an annualized basis this amortization will increase revenue by $7.0 million.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(6) | Annualized base rent on a cash basis is $81.6 million per leases executed as of October 1, 2008, without giving effect to any future contractual rent increases. Annualized base
rent on a cash basis for the 2009 calendar year is $89.2 million assuming no additional leasing or changes to existing leases.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Annualized management fee recoveries for all leases commenced as of October 1, 2008, as determined from the date of the most recent amendment to a lease agreement, or from the
original date of an agreement if not amended, consists of our property management fee, which is a variable fee that our tenants pay in exchange for receiving property management services from us, including general maintenance, operations and
administration of each facility. This fee is equal to approximately 5.0% of the sum of (i) base rent, (ii) other rents (including, as applicable, office, storage, parking and cage space) and (iii) estimated recoverable operating
expenses allocable to each tenant over the term of the lease other than direct electric, which we define as the cost of the critical and essential load used by a tenant to power and cool its servers. For the purposes of calculating annualized
management fee recoveries with respect to each property, we have annualized the property operating expenses for the nine months ended September 30, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Acquired as a fully-developed property.
|--- | ---------------------------------------

Development Projects

The following table presents an overview of our development properties, based on information as
of September 30, 2008. Other than ACC7, we intend to develop each of these facilities in two phases in terms of the critical load to be made available in each phase. Due to its smaller size, we plan to develop ACC7 in a single phase. As noted
in the table below, we have 223.6 MW of critical load in our development pipeline. We cannot guarantee that we will be able to develop these properties in accordance with the schedules, cost estimates and specifications set forth below, or at all:



|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        
|--------------------------- |  | --------------------- |  | -------------------- |  | ------------------- |  | ----------------- |  | ----------------------- |  | ---------------------------------------------------- | ------- | ---------------------- | -------
|Property                    |  | Property Location     |  | GrossBuildingArea(1) |  | RaisedSquareFeet(2) |  | CriticalLoadMW(3) |  | EstimatedTotal Cost (4) |  | Constructionin Progress &Land Held forDevelopment(5) |         | ExpectedCompletionDate
|Projects Under Development  |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |        
|                            |  |                       |  |                      |  |                     | 
|ACC5 Phase I                |  | Ashburn, VA           |  | 150,000              |  | 85,600              |  | 18.2              |  | $155,000 - $165,000     |  | $                                                    | 107,839 |                        | 1Q 2009
|NJ1 Phase I                 |  | Piscataway, NJ        |  | 150,000              |  | 85,600              |  | 18.2              |  | $200,000 - $215,000     |  |                                                      | 88,367  |                        | 3Q 2009
|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        
|                            |  |                       |  | 300,000              |  | 171,200             |  | 36.4              |  | $355,000 - $380,000     |  |                                                      | 196,206 |                        |        
|                            |  |                       |  |                      |  |                    
|Future Development Projects |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |        
|                            |  |                       |  |                      |  |                     | 
|CH1 Phase II                |  | Elk Grove Village, IL |  | 200,000              |  | 89,917              |  | 18.2              |  | *                       |  |                                                      |         |                        | *      
|ACC5 Phase II               |  | Ashburn, VA           |  | 150,000              |  | 85,600              |  | 18.2              |  | *                       |  |                                                      |         |                        | *      
|NJ1 Phase II                |  | Piscataway, NJ        |  | 150,000              |  | 85,600              |  | 18.2              |  | *                       |  |                                                      |         |                        | *      
|SC1 Phase I/II              |  | Santa Clara, CA (6)   |  | 300,000              |  | 171,200             |  | 36.4              |  | *                       |  |                                                      |         |                        | *      
|SC2 Phase I/II              |  | Santa Clara, CA       |  | 300,000              |  | 171,200             |  | 36.4              |  | *                       |  |                                                      |         |                        | *      
|ACC6 Phase I/II             |  | Ashburn, VA           |  | 240,000              |  | 155,000             |  | 31.2              |  | *                       |  |                                                      |         |                        | *      
|ACC7                        |  | Ashburn, VA           |  | 100,000              |  | 50,000              |  | 10.4              |  | *                       |  |                                                      |         |                        | *      
|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        
|                            |  |                       |  | 1,440,000            |  | 808,517             |  | 169.0             |  |                         |  |                                                      | 131,797 |                        |        
|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        
|Subtotal                    |  |                       |  | 1,740,000            |  | 979,717             |  | 205.4             |  |                         |  |                                                      | 328,003 |                        |        
|                            |  |                       |  |                      |  |                    
|Completed not Stabilized    |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |        
|                            |  |                       |  |                      |  |                     | 
|CH1 Phase I                 |  | Elk Grove Village, IL |  | 285,000              |  | 121,223             |  | 18.2              |  |                         |  |                                                      | 190,415 |                        |        
|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        
|Total                       |  |                       |  | 2,025,000            |  | 1,100,940           |  | 223.6             |  |                         |  | $                                                    | 518,418 |                        |        
|                            |  |                       |  |                      |  |                     |  |                   |  |                         |  |                                                      |         |                        |        



|* | Development costs and completion dates have not yet been estimated.
|- | -------------------------------------------------------------------

|(1) | Gross building area is the entire building area, including raised square footage (the portion of gross building area where our tenants computer servers are located), tenant
common areas, areas controlled by us (such as the mechanical, telecommunications and utility rooms) and, in some facilities, individual office and storage space leased on an as available basis to our tenants.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Raised square footage is that portion of gross building area where our tenants locate their computer servers. We consider raised square footage to be the net rentable square footage
in each of our facilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Critical load (also referred to as IT load or load used by tenants servers or related equipment) is the power available for exclusive use by our tenants expressed in terms of
MW or kW (1 MW is equal to 1,000 kW). In addition to critical load, each of our data centers is designed to provide sufficient additional power to cool our tenants servers, which we refer to as essential load. Estimated critical loads for
ACC5, SC1, NJ1 and SC2 are based generally on our present intention to employ designs for these facilities similar to our ACC4 prototype. The estimated critical loads for ACC6 and ACC7 are expected to be lower due to constraints imposed on us by the
size of the properties.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(4) | Includes estimated capitalization for construction and development, including closing costs, capitalized interest and capitalized operating carrying costs, as applicable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | This is the amount capitalized as of September 30, 2008.
|--- | --------------------------------------------------------

|(6) | Construction of this property will be temporarily suspended in Q4 2008. As of September 30, 2008, our remaining commitments were approximately $60 million to $70 million.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Tenant Diversification

As of October 1, 2008, our portfolio was leased to 13 data center tenants, many of which are nationally recognized firms in the technology industry. As of October 1, 2008, our two largest tenants, Microsoft and Yahoo!, accounted
for 69% of our annualized rent.

Lease Distribution

The following table sets forth information relating to the distribution of leases for VA3, VA4, ACC2, ACC3 and ACC4 based on critical load, in terms of kilowatts or kW, under lease as of October 1, 2008.



|                                   |  |             |  |                |   |  |                     |  |                        |   |  |                                 |        |                             |      |  
|---------------------------------- |  | ----------- |  | -------------- | - |  | ------------------- |  | ---------------------- | - |  | ------------------------------- | ------ | --------------------------- | ---- | -
|kW of Critical Load Under Lease(1) |  | No ofLeases |  | % of AllLeases |   |  | Total kWUnder Lease |  | % of PortfolioLeasedkW |   |  | AnnualizedRent(in thousands)(2) |        | % ofPortfolioAnnualizedRent |     
|Available                          |  |             |  |                |   |  |                     |  |                        |   |  |                                 |        |                             |      |  
|1,300 or less                      |  | 6           |  | 37.5           | % |  | 5,361               |  | 6.9                    | % |  | $                               | 7,006  |                             | 7.0  | %
|1,301 - 2,600                      |  | 2           |  | 12.5           | % |  | 4,550               |  | 5.8                    | % |  |                                 | 6,921  |                             | 7.0  | %
|2,601 - 5,200                      |  | 2           |  | 12.5           | % |  | 8,612               |  | 11.1                   | % |  |                                 | 7,235  |                             | 7.3  | %
|5,201 - 10,400                     |  | 4           |  | 25.0           | % |  | 32,675              |  | 42.0                   | % |  |                                 | 41,734 |                             | 42.0 | %
|Greater than 10,400                |  | 2           |  | 12.5           | % |  | 26,650              |  | 34.2                   | % |  |                                 | 36,522 |                             | 36.7 | %
|                                   |  |             |  |                |   |  |                     |  |                        |   |  |                                 |        |                             |      |  
|Portfolio Total                    |  | 16          |  | 100            | % |  | 77,848              |  | 100                    | % |  | $                               | 99,418 |                             | 100  | %
|                                   |  |             |  |                |   |  |                     |  |                        |   |  |                                 |        |                             |      |  



|(1) | Critical load (also referred to as IT load or load used by tenants servers or related equipment) is the power available for exclusive use by our tenants expressed in terms of
megawatt, or MW, or kilowatt, or kW (1 MW is equal to 1,000 kW). In addition to critical load, each of our data centers is designed to provide sufficient additional power to cool our tenants servers, which we refer to as essential load.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Annualized rent is presented for leases that have been executed as of October 1, 2008 on a straight-lined basis over the non-cancellable terms of the respective leases
beginning from the later of the date of the most recent amendment to a lease agreement, or from the original date of an agreement if not amended or the acquisition of the property holding the lease. Annualized rent includes base rent and other rents
(including, as applicable, office, storage, parking and cage space) and all historical and future contractual increases to such rents, including any increases that are scheduled to occur subsequent to October 1, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Lease Expirations

The following table sets forth a summary schedule of our Stabilized Operating Properties lease expirations and the corresponding effects in terms of both raised square feet and critical load for each of the ten
full calendar years as of October 1, 2008. The information set forth in the table assumes that tenants exercise no renewal options.



|                         |  |           |  |                             |  |                               |  |                            |   |  |                               |  |               |   |  |                    |  
|------------------------ |  | --------- |  | --------------------------- |  | ----------------------------- |  | -------------------------- | - |  | ----------------------------- |  | ------------- | - |  | ------------------ | -
|Year of Lease Expiration |  | Property  |  | Number ofLeases Expiring(1) |  | Raised SquareFeet Expiring(2) |  | % of Net RaisedSquare Feet |   |  | Total kW ofExpiringLeases (3) |  | % ofLeased kW |   |  | % ofAnnualizedRent |  
|2009                     |  | VA3       |  | 1                           |  | 27,268                        |  | 5.2                        | % |  | 2,600                         |  | 3.3           | % |  | 1.2                | %
|2010                     |  | VA3       |  | 1                           |  | 66,661                        |  | 12.9                       | % |  | 5,688                         |  | 7.3           | % |  | 4.1                | %
|2011                     |  | VA3       |  | 1                           |  | 14,320                        |  | 2.7                        | % |  | 1,300                         |  | 1.7           | % |  | 1.0                | %
|2012                     |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.6                | %
|2013                     |  | VA3       |  | 1                           |  | 26,943                        |  | 5.2                        | % |  | 2,600                         |  | 3.3           | % |  | 1.3                | %
|                         |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.6                | %
|2014                     |  | VA3       |  | 1                           |  | 9,709                         |  | 1.9                        | % |  | 813                           |  | 1.0           | % |  | 0.8                | %
|                         |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.7                | %
|                         |  | ACC4      |  | 1                           |  | 2,700                         |  | 0.5                        | % |  | 569                           |  | 0.7           | % |  | 0.8                | %
|2015                     |  | ACC2      |  | 1                           |  | 53,397                        |  | 10.3                       | % |  | 10,400                        |  | 13.4          | % |  | 11.3               | %
|                         |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.7                | %
|2016                     |  | ACC3      |  | 1                           |  | 39,800                        |  | 7.7                        | % |  | 6,500                         |  | 8.3           | % |  | 9.5                | %
|                         |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.8                | %
|2017                     |  | ACC3      |  | 1                           |  | 23,600                        |  | 4.6                        | % |  | 3,900                         |  | 5.0           | % |  | 5.3                | %
|                         |  | VA4       |  | 1                           |  | 15,000                        |  | 2.9                        | % |  | 1,600                         |  | 2.1           | % |  | 2.8                | %
|                         |  | ACC4      |  | 3                           |  | 32,200                        |  | 6.2                        | % |  | 6,824                         |  | 8.7           | % |  | 9.7                | %
|After 2017               |  | ACC3/ACC4 |  | 8                           |  | 131,625                       |  | 25.4                       | % |  | 27,054                        |  | 34.7          | % |  | 38.8               | %
|                         |  |           |  |                             |  |                               |  |                            |   |  |                               |  |               |   |  |                    |  
|Total                    |  |           |  | 26                          |  | 518,223                       |  | 100                        | % |  | 77,848                        |  | 100           | % |  | 100                | %
|                         |  |           |  |                             |  |                               |  |                            |   |  |                               |  |               |   |  |                    |  



|(1) | The Company has 16 leases with 13 different tenants. Several of these leases have staggered expiration dates which yields 26 different lease schedules.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Raised square footage is that portion of gross building area where our tenants locate their computer servers. We consider raised square footage to be the net rentable square footage
in each of our facilities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | One megawatt is equal to 1,000 kW.
|--- | ----------------------------------

Results of Operations

Since our formation on March 2, 2007 until the IPO on October 24, 2007, we did not have any corporate activity other than the
issuance of shares of common stock in connection with the initial capitalization of our Company. Prior to October 24, 2007, operating results are presented for our Predecessor, which is ACC3 only prior to August 7, 2007 and includes ACC3,
ACC2, VA3, VA4 and CH1 subsequent to August 6, 2007.

Three Months Ended September 30, 2008 Compared to Three Months Ended
September 30, 2007

Operating Revenue.Operating revenue for the three months ended September 30, 2008 was $42.9
million. This includes base rent of $26.1 million, tenant recoveries of $15.9 million, which includes our property management fee, and other revenue of $0.9 million, primarily from projects for our tenants performed by our TRS. This compares to
revenue of $16.9 million for the three months ended September 30, 2007. The increase of $26.0 million is due to revenue recognized in the third quarter of 2007 relating only to ACC3 for the complete quarter and ACC2, VA3 and VA4 for the period
subsequent to August 6, 2007.

Operating Expenses.Operating expenses for the three months ended September 30, 2008 were
$31.6 million. This compares to operating expenses of $11.0 million for the three months ended September 30, 2007. The increase of $20.6 million is primarily the result of expenses incurred in the third quarter of 2007 relating only to ACC3 for
the complete quarter and ACC2, VA3 and VA4 for the period subsequent to August 6, 2007. A portion of the increase is also due to placing Phase I of CH1 in service in August 2008 which resulted in operating expenses of $1.5 million for the three
months ended September 30, 2008.

Interest Expense.Interest expense, including amortization of deferred financing costs, for
the three months ended September 30, 2008 was $3.5 million. This compares to interest expense of $8.1 million for the three months ended September 30, 2007. Total



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interest incurred for the three months ended September 30, 2008 was $7.0 million, of which $3.5 million was capitalized for the development
projects of CH1, NJ1, SC1 and ACC5. The increase in total interest as compared to prior year is due to the prior year only including ACC3 for the complete quarter and ACC2, VA3, VA4 and CH1 for the period subsequent to August 6, 2007. Also,
with Phase I of CH1 being placed in service in August 2008, interest capitalization on this project ceased.

Net Income.Net income
for the three months ended September 30, 2008 was $4.1 million. This compares to a net loss of $2.1 million for the three months ended September 30, 2007. The increase of $6.2 million in net income is due to net income in the third quarter
of 2007 being only for ACC3 for the complete quarter and ACC2, VA3 and VA4 for the period subsequent to August 6, 2007. Additionally at the time of our IPO, the Companys debt was reduced which lowered interest expense. This was partially
offset by the $1.5 million of operating expenses at CH1 and by the allocation of $3.7 million of the third quarter 2008 income to minority interests.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Operating
Revenue.Operating revenue for the nine months ended September 30, 2008 was $126.1 million. This includes base rent of $77.8 million, tenant recoveries of $41.8 million, which includes our property management fee, and other revenue of $6.5
million primarily from projects for our tenants performed by our TRS. This compares to revenue of $29.4 million for the nine months ended September 30, 2007. The increase of $96.7 million is due to revenue recognized for the nine months ended
September 30, 2007 relating only to ACC3 for the complete nine months and ACC2, VA3, and VA4 for the period subsequent to August 6, 2007.

Operating Expenses.Operating expenses for the nine months ended September 30, 2008 were $89.1 million. This compares to operating expenses of $16.8 million for the nine months ended September 30, 2007. The increase of
$72.3 million is primarily the result of expenses incurred for the nine months ended September 30, 2007 relating only to ACC3 for the complete nine months and ACC2, VA3 and VA4 for the period subsequent to August 6, 2007. A portion of the
increase is due to placing Phase I of CH1 in service in August 2008 which resulted in operating expenses of $1.5 million in the third quarter of 2008.

Interest Expense.Interest expense, including amortization of deferred financing costs, for the nine months ended September 30, 2008 was $7.6 million. This compares to interest expense of $13.9 million for
the nine months ended September 30, 2007. Total interest incurred for the nine months ended September 30, 2008 was $19.2 million, of which $11.6 million was capitalized for the development projects of CH1, NJ1, SC1 and ACC5. The
increase in total interest as compared to prior year is due to the prior year only including ACC3 for the complete nine months and ACC2, VA3, VA4 and CH1 for the period subsequent to August 6, 2007.

Net Income.Net income for the nine months ended September 30, 2008 was $15.6 million. This compares to a net loss of $1.0 million for the
nine months ended September 30, 2007. The increase of $16.6 million in net income is due to net income for the nine months ended September 30, 2007 being only for ACC3 for the complete nine months and ACC2, VA3 and VA4 for the period
subsequent to August 6, 2007. Additionally at the time of our IPO, our debt was reduced which lowered interest expense. This was partially offset by the $1.5 million of operating expenses at CH1 in the third quarter of 2008 and by the
allocation of $13.9 million of income to minority interests for the nine months ended September 30, 2008.

Liquidity and Capital Resources

The development and construction of wholesale datacenters is capital intensive. This development not only requires us to make substantial
capital investments, but also increases our operating expenses, which impacts our cash flows from operations negatively until leases are executed and we begin to realize revenue. In addition, we elected to be taxed as a REIT for federal income tax
purposes commencing with our taxable year ended December 31, 2007 and are required to distribute at least 90% of our taxable income to our stockholders on an annualized basis.

We expect to meet our datacenter development needs through secured borrowings, mezzanine financings, construction financings and the issuance of
additional debt and equity securities when market conditions permit. Any increases in project development costs (including the cost of labor and materials and costs resulting from construction delays), and rising interest rates would increase the
additional funds necessary to complete these projects and, in turn, the amount of additional capital that we would need to raise. In determining the source of capital to meet our long-term liquidity needs, we will evaluate our level of indebtedness
and leverage ratio, our cash flow expectations, the state of the capital markets, interest rates and other terms for borrowing, and the relative timing considerations and costs of borrowing or issuing additional securities.

As of September 30, 2008, we had contracts with a general contractor to construct Phase I of ACC5, NJ1 and SC1. On October 27, 2008, we
announced the temporary suspension of construction at SC1 due to the fact that we obtained lower than anticipated funding from the term loan secured by ACC4 described below. To complete Phase I of ACC5 and NJ1 and the Phase II shells for those
projects, including committed costs at SC1, the estimated amount of construction to be funded is approximately $300 million, of which we need approximately $150 million of additional new capital.



We plan to fund a portion of the remaining construction costs for our
development projects through the use of the $40 million remaining on our line of credit, the approximately $96 million in proceeds received from the new term loan secured by ACC4 described below and a portion of the $35 million in cash and cash
equivalents on our consolidated balance sheet as of September 30, 2008. We are currently in negotiations with various lenders for the estimated remaining $150 million of funds. There is no guarantee that we will be successful in obtaining these
funds on favorable terms or at all, and if we do not obtain these funds, construction of our development projects will need to be suspended.

In light of the challenging environment for obtaining financings and in an effort to improve our liquidity position, we are suspending dividend payments for the remainder of 2008. We have already met our REIT distribution requirement to pay
out 90% of our taxable income for 2008.



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##### Table of Contents

KeyBank Credit Facility

On August 7, 2007, the Company entered into a $200.0 million secured term loan and a $275.0 million senior secured revolving credit facility (together the KeyBank Credit Facility), of which a
principal balance of $404.0 million was outstanding as of September 30, 2008. Based on a covenant specific to the borrowing base, the total amount available under the revolving credit facility is $244.0 million.

Upon consent of the lender, the revolving facility may be increased by up to $200.0 million depending on certain factors, including the value of, and
debt service on, the properties included in our borrowing base. In order to take advantage of all of the $200.0 million increase in the revolving credit facility, we anticipate that, among other things, we would need to add properties to the
borrowing base and modify the pricing terms of the term loan and revolving facility. The revolving facility matures on August 7, 2010, but includes an option whereby we may elect, once, to extend the maturity date by 12 months. The extension is
subject to us paying an extension fee of $0.4 million and other customary conditions. The term loan is an interest-only loan with the full principal amount due at maturity on August 7, 2011, with no option to extend.

As of September 30, 2008, the interest rate on our term loan was LIBOR plus 1.50%, or 3.99%, although we have effectively fixed the interest rate at
6.497% through the use of an interest rate swap. At the Companys option, the interest rate on the revolving credit facility can be based on LIBOR or KeyBanks prime rate. As of September 30, 2008, the interest rate associated with
the revolving facility was LIBOR plus 1.25%, or 4.50%. Future interest rates on the revolving facility will depend on our applicable leverage ratio, which is defined by our credit agreement as the ratio of our total consolidated indebtedness to our
gross asset value, as set forth in the following schedule:



|                                               |  |                          |  
|---------------------------------------------- |  | ------------------------ | -
|Applicable Leverage Ratio                      |  | Applicable Interest Rate |  
|Less than 40%                                  |  | LIBOR plus 1.25          | %
|Greater than or equal to 40% but less than 50% |  | LIBOR plus 1.40          | %
|Greater than or equal to 50% but less than 60% |  | LIBOR plus 1.60          | %
|Greater than or equal to 60%                   |  | LIBOR plus 1.70          | %

Four of our propertiesVA3, VA4, ACC2 and ACC3comprise our current borrowing base. In
the future, we may add additional properties to our borrowing base, which would subject those properties to additional restrictions. Also, any equity interest that we may hold in any of our properties, whether or not included in our borrowing base,
will provide additional collateral with respect to our term loan and revolving facility.

The credit agreement contains affirmative and
negative covenants customarily found in facilities of this type, including limits on our ability to engage in merger and other similar transactions, as well as requirements that we comply with the following covenants on a consolidated basis:
(i) consolidated total debt shall not exceed 65% of our asset value, (ii) debt service coverage shall not be less than 1.35 to 1.0, (iii) total leverage shall not exceed 65% of the appraised value of the properties, (iv) adjusted
consolidated EBITDA to consolidated fixed charges shall not be less than 1.45 to 1.0, (v) the consolidated net worth shall not be less than 85% of the net proceeds of the IPO plus 75% of the sum of (a) any additional offering proceeds
occurring after the IPO and (b) the value of interests in the Company issued upon the contribution of assets to the Company and (vi) unhedged variable rate debt of the company shall not exceed 35% of the Companys asset value. Upon
completion of the IPO, we assumed this credit agreement and became subject to the covenants in accordance with the credit agreement. As of September 30, 2008, we were in compliance with all covenants in this credit agreement.

On August 15, 2007, we entered into a $200.0 million interest rate swap with KeyBank National Association to manage the interest rate risk
associated with a portion of the principal amount outstanding under our credit agreement effective August 17, 2007. This swap agreement effectively fixes the interest rate on $200.0 million of the principal amount at 4.997% plus the applicable
credit spread, which is 1.50%. We have designated this agreement as a hedge for accounting purposes. As of September 30, 2008, the cumulative reduction in the fair value of the interest rate swap of $7.8 million was recognized as a liability
and recorded as other comprehensive loss in stockholders equity and no amounts were recognized in earnings as hedge ineffectiveness.

CH1
Mortgage

On December 20, 2007, we entered into a $148.9 million construction loan to which CH1 is currently pledged as
collateral. As of September 30, 2008, amounts outstanding under this loan totaled $129.3 million. At the Companys option, the interest rate on the loan can be based on LIBOR or KeyBanks prime rate. As of September 30, 2008, the
interest rate on our term loan was LIBOR plus 2.25%, or 5.98%, and currently requires interest-only payments. This loan matures on December 20, 2009, with a one-time option to extend the maturity for a period of 12 months subject to customary
conditions including a debt service coverage ratio of 1.50 or greater. Currently, CH1 does not have a debt service coverage of 1.50 or greater and would need additional leasing to achieve this ratio. Prepayment is permitted subject to payment of
certain breakage costs incurred by the lender.



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##### Table of Contents

The loan includes certain customary covenants, including without limitation, maintaining insurance on the
property, payment of taxes and providing financial reports. The loan also provides for customary events of default, including failure to pay a sum due, the occurrence of a material adverse effect to CH1, borrower or the Operating Partnership, and
the occurrence of a change of control. Upon the occurrence of an event of default under the loan, the lender may accelerate the obligation and declare amounts outstanding to be immediately due and payable, may withhold disbursements and may take
possession of the property. As of September 30, 2008, we were in compliance with all applicable covenants related to this loan.

Contractual
Obligations

The following table summarizes our contractual obligations as of September 30, 2008, including the maturities and
scheduled principal repayments of our term loan, revolver and CH1 mortgage (in thousands):



|                              |  |      |         |      |   |           |  |           |         |            |   |       |  |   |    |  |   |        
|----------------------------- |  | ---- | ------- | ---- | - | --------- |  | --------- | ------- | ---------- | - | ----- |  | - | -- |  | - | -------
|Obligation(1)                 |  | 2008 |         | 2009 |   | 2010-2011 |  | 2012-2013 |         | Thereafter |   | Total
|Long-term debt obligations(2) |  | $    | 7,884   |      | $ | 160,535   |  | $         | 431,056 |            | $ |      |  | $ |   |  | $ | 599,475
|Operating leases              |  |      | 91      |      |   | 288       |  |           | 206     |            |   | 219   |  |   | 81 |  |   | 885    
|Construction contracts (3)    |  |      | 145,000 |      |   | 155,000   |  |           |        |            |   |      |  |   |   |  |   | 300,000
|                              |  |      |         |      |   |           |  |           |         |            |   |       |  |   |    |  |   |        
|Total                         |  | $    | 152,975 |      | $ | 315,823   |  | $         | 431,262 |            | $ | 219   |  | $ | 81 |  | $ | 900,360



|(1) | In October 2008, we entered into a term loan on ACC4 for $100.0 million with interest at LIBOR plus 3.50%.
|--- | ----------------------------------------------------------------------------------------------------------

|(2) | These amounts include obligations for payment of both principal and interest. All interest on our debt is variable rate with the exception of our term loan which is fixed at 6.497%
through an interest rate swap. For purposes of this table, we have used the September 30, 2008 LIBOR rate of 3.9265% for the variable rate debt, and have not assumed any loan extensions. The CH1 mortgage and the revolver have extension options
of one year assuming payment of extension fees and meeting certain covenants.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | As of September 30, 2008, we had contracts with our general contractor to construct Phase I of ACC5, NJ1 and SC1. The amounts above are estimates which include the impact of
the temporary suspension of SC1 and its estimated remaining commitment of approximately $60 million to $70 million.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet
Arrangements

As September 30, 2008, we did not have any off-balance sheet arrangements.

Discussion of Cash Flows

Nine Months Ended September 30,
2008 Compared to Nine Months Ended September 30, 2007

Net cash provided by operating activities increased by $50.9 million to
$51.6 million for the nine months ended September 30, 2008, as compared to $0.7 million for the year ago period. This increase is due to operations for the nine months ended September 30, 2007 being only for ACC3 for the complete nine
months and ACC2, VA3 and VA4 for the period subsequent to August 6, 2007.

Net cash used in investing activities decreased by $37.9
million to $229.1 million for the nine months ended September 30, 2008 compared to $267.0 million for the year ago period. Cash used in investing for the nine months ended September 30, 2008 primarily consisted of expenditures for the
Companys projects under development. For the nine months ended September 30, 2007, cash used in investing activities primarily consisted of capital expenditures at ACC3 for the complete nine months, and subsequent to August 6, 2007,
the acquisition of ACC2, VA3, VA4 and CH1 and expenditures for the construction of CH1.

Net cash provided by financing activities
decreased by $83.2 million to $200.9 million for the nine months ended September 30, 2008 compared to $284.1 million for the year ago period. Cash provided by financing activities for the nine months ended September 30, 2008
primarily consisted of $236.5 million of proceeds from the KeyBank Credit Facility and the CH1 mortgage, partially offset by the payment of $35.2 million of dividends and distributions. For the nine months ended September 30, 2007, cash
provided by financing activities consisted of borrowings under the KeyBank Debt of $433.2 million and borrowings by ACC3 and CH1 of $13.6 million. A portion of the proceeds from the KeyBank Debt was partially used to pay off the mortgage loan at
ACC3 of $125.2 million. In connection with obtaining the KeyBank Credit Facility, we expended $8.3 million of various fees and costs. Also, we repaid $14.2 million of borrowings from affiliates, prior to the merger our Predecessor distributed $9.8
million to members of ACC3, and subsequently distributed $5.1 million to members of our Predecessor.



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Funds From Operations

Funds From Operations, or FFO, is used by industry analysts and investors as a supplemental operating performance measure for REITs. We calculate FFO in accordance with the definition that was adopted by the Board of
Governors of the National Association of Real Estate Investment Trusts, or NAREIT. FFO, as defined by NAREIT, represents net income (loss) determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses
from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

We use FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from
property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating expenses. We also believe that, as a widely recognized measure of the performance of equity
REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result
from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from
operations, the utility of FFO as a measure of our performance is limited.

While FFO is a relevant and widely used measure of operating
performance of equity REITs, other equity REITs may use different methodologies for calculating FFO and, accordingly, FFO as disclosed by such other REITs may not be comparable to our FFO. Therefore, we believe that in order to facilitate a clear
understanding of our historical operating results, FFO should be examined in conjunction with net income (loss) as presented in the consolidated statements of operations. FFO should not be considered as an alternative to net income (loss) or to cash
flow from operating activities (each as computed in accordance with GAAP) or as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.



|                                                    |  |                                 |        |   |                                 |   |        |                                     |  |   |                                     |   |  |   |        |  
|--------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------- | - | ------ | ----------------------------------- |  | - | ----------------------------------- | - |  | - | ------ | -
|                                                    |  | DuPont FabrosTechnology, Inc.   |        |   | The Predecessor                 |   |        | DuPont FabrosTechnology, Inc.       |  |   | The Predecessor                     |  
|                                                    |  | Quarter endedSeptember 30, 2008 |        |   | Quarter endedSeptember 30, 2007 |   |        | Nine months endedSeptember 30, 2008 |  |   | Nine months endedSeptember 30, 2007 |  
|Net income (loss)                                   |  | $                               | 4,149  |   |                                 | $ | (2,053 | )                                   |  | $ | 15,629                              |   |  | $ | (1,004 | )
|Minority interests in operating partnership         |  |                                 | 3,732  |   |                                 |   |       |                                     |  |   | 13,935                              |   |  |   |       |  
|Depreciation and amortization                       |  |                                 | 13,038 |   |                                 |   | 4,549  |                                     |  |   | 37,116                              |   |  |   | 6,729  |  
|Less: Non-real estate depreciation and amortization |  |                                 | (40    | ) |                                 |   |       |                                     |  |   | (174                                | ) |  |   |       |  
|                                                    |  |                                 |        |   |                                 |   |        |                                     |  |   |                                     |   |  |   |        |  
|FFO                                                 |  | $                               | 20,879 |   |                                 | $ | 2,496  |                                     |  | $ | 66,506                              |   |  | $ | 5,725  |  
|                                                    |  |                                 |        |   |                                 |   |        |                                     |  |   |                                     |   |  |   |        |  

Related Party Transactions

Leasing Arrangements

As of September 30, 2008, we leased approximately 9,337 square feet
of office space at 1212 New York Avenue, NW in Washington, D.C., an office building owned by entities affiliated with our Executive Chairman and our President and CEO. The leased space is comprised of the original space of 6,757 square feet and an
additional expansion space of 2,580 square feet (effective February 1, 2008). Under the terms of the lease for the original 6,757 square feet, we are required to pay $22,181 in rent per month until the end of the lease in addition to our pro
rata share of any increase in real estate taxes over the base year. The lease relating to the original space expires on September 17, 2009; however, we have four options to renew for periods of five years each. Under the lease terms for the
additional expansion space of 2,580 square feet, which is under lease until September 2014, we are required to pay an additional $7,993 per month in rent, which escalates 3% per annum. We believe that the terms of this lease are fair and
reasonable and reflect the terms we could expect to obtain in an arms-length transaction for comparable space elsewhere in Washington, D.C.

Inflation

Our leases all contain annual rent increases. As a result, we believe that we are largely insulated from the
effects of inflation. However, our general and administrative expenses can increase with inflation, most of which we do not expect that we will be able to pass along to our tenants. Additionally, any increases in the costs of development of our
properties will generally result in a higher cost of the property, which will result in increased cash requirements to develop our properties and increased depreciation expense in future periods, and, in some circumstances, we may not be able to
directly pass along the increase in these development costs to our tenants in the form of higher rents.



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Critical Accounting Policies

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB)
issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115. This statement permits an entity to elect to measure eligible items at fair value
(fair value option) including many financial instruments. The objective of this statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of this statement were effective for us as of January 1, 2008. If the fair value option is elected, the Company would report
unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings
as incurred and not deferred. The fair value option may be applied for a single eligible item without electing it for other identical items, with certain exceptions, and must be applied to the entire eligible item and not to a portion of the
eligible item. The Company did not elect the fair value option with respect to any eligible item and, therefore, the adoption of this standard did not have a material effect on the Companys financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations.This statement changes the accounting for
acquisitions specifically eliminating the step acquisition model, changing the recognition of contingent consideration from being recognized when it is probable to being recognized at the time of acquisition, disallowing the capitalization of
transaction costs and delays when restructurings related to acquisitions can be recognized. The standard is effective for fiscal years ending after December 15, 2008 and will impact the accounting only for acquisitions we make after its
adoption.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an
Amendment of ARB No. 51.Under this statement, noncontrolling interests are considered equity and thus our practice of reporting minority interests in the mezzanine section of the balance sheet will be eliminated. Also, under the new
standard, net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between controlling and noncontrolling interests. Last
increases and decreases in noncontrolling interests will be treated as equity transactions. The standard is effective for fiscal years ending after December 15, 2008.

Subsequent Event

On October 24, 2008 (the Closing Date), Grizzly Ventures LLC (the
Borrower), a subsidiary of the Company, and Operating Partnership, entered into a Credit Agreement relating to a $100 million term loan facility with KeyBank and certain other lending institutions that are parties thereto (the
Credit Agreement). We have the option to increase the amount of the loan by up to an additional $150 million at any time during the eighteen-month period following the Closing Date, to the extent that any one or more lenders commit to
being a lender for the additional amount and certain other conditions are met. This term loan is secured by ACC4, which is owned by the Borrower. We currently intend to utilize the loan proceeds to fund the Companys development of the first
phases of ACC5 and NJ1 and for other general corporate purposes.

The Credit Agreement matures on October 24, 2011 and includes a
one-year extension option subject to, among other things, the payment of an extension fee equal to 50 basis points on the outstanding loan amount, there being no existing event of default, a debt service coverage ratio of no less than 2 to 1, and a
loan to value ratio of no more than 40%. Borrowings under the term loan will bear interest at (i) LIBOR plus 350 basis points during the initial term of the loan, and (ii) LIBOR plus 400 basis points during the additional one-year period
if the Borrower exercises the one-year extension option. We may elect to have borrowings bear interest at (i) KeyBanks prime rate plus 200 basis points during the initial term of the loan or (ii) KeyBanks prime rate plus 250
basis points during the additional one-year period if the Borrower exercises the one-year extension option, but only if such interest rate is not less than LIBOR plus the applicable margin set forth above. The term loan requires quarterly principal
installment payments of $500,000 beginning on April 1, 2009, and may be prepaid in whole or in part without penalty at any time after October 24, 2009, subject to the payment of certain LIBOR rate breakage fees.

The Credit Agreement requires ongoing compliance by us with various covenants, including with respect to restrictions on liens, incurring indebtedness,
making investments, effecting mergers and/or assets sales, maintenance of certain leases and the occurrence of a change of control (as defined in the Credit Agreement) of the Company or the Operating Partnership. In addition, the Credit Agreement
requires that certain financial covenants are adhered to, including, without limitation, the following:



| |  |  | Borrower must maintain the following minimum debt service coverage ratios:
| | - |  | --------------------------------------------------------------------------



| |  |  | October 24, 2008 to March 31, 2009  1.15 to 1;
| | - |  | -----------------------------------------------



| |  |  | April 1, 2009 to March 31, 2010  1.50 to 1;
| | - |  | --------------------------------------------



| |  |  | April 1, 2010 to October 24, 2011  1.75 to 1; and
| | - |  | --------------------------------------------------





| |  |  | October 24, 2011 to October 24, 2012  2 to 1 (to the extent that the Borrower exercises the one-year extension option).
| | - |  | ------------------------------------------------------------------------------------------------------------------------



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| |  |  | Consolidated total indebtedness of the Operating Partnership and its subsidiaries to gross asset value of the Operating Partnership and its subsidiaries must be
less than or equal to 65% during the term of the loan.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ratio of adjusted consolidated Earnings Before Interest Taxes Depreciation and Amortization to consolidated fixed charges must be at least 1.45 to 1 during the term
of the loan.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Minimum consolidated tangible net worth of the Operating Partnership and its subsidiaries must be greater than or equal to approximately $575 million (plus an
increase of 75% of the sum of (i) the net proceeds from any future equity offerings and (ii) the value of any interests in the Operating Partnership or the Company issued upon the contribution of assets to the Company, the Operating
Partnership or it subsidiaries after October 24, 2008) during the term of the loan.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Operating Partnership and
its subsidiaries investments in development projects (as defined in the Credit Agreement) is limited to $1 billion, provided that the Operating Partnership and its subsidiaries shall not at anytime have more than five development projects (as
defined in the Credit Agreement) ongoing.

The Operating Partnership has guaranteed for the benefit of the lenders of the Credit Agreement
the payment of $100.0 million of the principal amount of the term loan plus all outstanding interest, and is also liable for certain costs under the loan.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

For quantitative and qualitative disclosures about market risk affecting the Company, see Quantitative and Qualitative Disclosures About Market Risk in Item 7A of Part II, of the Companys Annual Report on Form 10-K
for the year ended December 31, 2007 (the 2007 Form 10-K), which is incorporated by reference herein. The Companys exposure to market risk has not changed materially since December 31, 2007.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act)) as of the end of the period covered
by this report. Based on this evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2008
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Recent disruptions in the financial markets
have negatively affected our ability to obtain financing, and may negatively affect, our ongoing efforts to secure additional financing for development of our properties and other purposes on reasonable terms and have other adverse effects on us.

The United States stock and credit markets have recently experienced significant price volatility, dislocations and liquidity
disruptions, which have caused market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making
terms for certain financings less attractive, and in some cases have resulted in the unavailability of financing. Continued uncertainty in the stock and credit markets have negatively impacted, and may negatively affect, our ongoing efforts to
secure additional financing for development of our properties and other purposes at reasonable terms, which may negatively affect our business. A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially
less attractive financing, and may require us to adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital through the issuance of our common stock or preferred stock. The disruptions in the
financial markets have had a material adverse effect on our liquidity, growth prospects and business.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

Issuer Purchases of Equity Securities

We do not have a stock repurchase program. However, during the quarter ended
September 30, 2008, one of our employees was deemed to have surrendered shares of our common stock to satisfy his withholding tax obligations associated with the vesting of shares of restricted common stock. The following table summarizes this
repurchase:



|                                                    |  |                                   |  |                               |  |                                                                              |  |                                                                           
|--------------------------------------------------- |  | --------------------------------- |  | ----------------------------- |  | ---------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Period                                              |  | Total Numberof SharesPurchased(a) |  | AveragePrice PaidPer Share(a) |  | Total Numberof SharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms(a) |  | MaximumNumber ofShares thatMay Yet BePurchasedUnder
thePlans orPrograms(a)
|July 1, 2008 through July 31, 2008                  |  | 11,846                            |  | $16.91                        |  | N/A                                                                          |  | N/A                                                                       
|                                                    |  |                                   |  |                              
|August 1, 2008 through August 31, 2008              |  |                                  |  |                              |  | N/A                                                                          |  | N/A                                                                       
|                                                    |  |                                   |  |                              
|September 1, 2008 through September 30, 2008        |  |                                  |  |                              |  | N/A                                                                          |  | N/A                                                                       
|                                                    |  |                                   |  |                              
|Total during Third Quarter Ended September 30, 2008 |  | 11,846                            |  | $16.91                        |  | N/A                                                                          |  | N/A                                                                       



|(a) | The number of shares purchased represent the number of shares of our common stock deemed surrendered by an employee of ours to satisfy his withholding tax obligations due to the
vesting of shares of restricted common stock. For the purposes of this table, we determined the average price paid per share based on the average trading price of our common stock as of the date of the determination of the withholding tax amounts
relating to the vesting of shares of restricted stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



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##### Table of Contents

|ITEM 6. | EXHIBITS.
|------- | ---------



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Credit Agreement, dated as of October 24, 2008, by and among Grizzly Ventures LLC, as Borrower, DuPont Fabros Technology, L.P., as Guarantor, KeyBank National Association as Agent and a
Lender, and the other lending institutions that are parties thereto (and the other lending institutions that may become party thereto), as Lenders, and KeyBanc Capital Markets, as Sole Lead Arranger and Sole Book Manager (Incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K, filed by the Registrant on October 30, 2008 (Registration No. 001-33748) (the October 30, 2008 Form 8-K)).
|            | 
|10.2        |  | Guaranty, dated as of October 24, 2008, by DuPont Fabros Technology, L.P. for the benefit of the Agent and the Lenders (Incorporated by reference to Exhibit 10.2 to the
October 30, 2008 Form 8-K).                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.1        |  | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|32.1        |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                                                                                                                                                              



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##### Table of Contents

SIGNATURES

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



|                       |  |                                |  |                               
|---------------------- |  | ------------------------------ |  | ------------------------------
|                       |  | DUPONT FABROS TECHNOLOGY, INC.
|                       |  |                               
|Date: November 6, 2008 |  | By:                            |  | /s/ Jeffrey H. Foster         
|                       |  |                                |  | Jeffrey H. Foster             
|                       |  |                                |  | Chief Accounting Officer      
|                       |  |                                |  | (Principal Accounting Officer)



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1        |  | Credit Agreement, dated as of October 24, 2008, by and among Grizzly Ventures LLC, as Borrower, DuPont Fabros Technology, L.P., as Guarantor, KeyBank National Association as Agent and a
Lender, and the other lending institutions that are parties thereto (and the other lending institutions that may become party thereto), as Lenders, and KeyBanc Capital Markets, as Sole Lead Arranger and Sole Book Manager (Incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K, filed by the Registrant on October 30, 2008 (Registration No. 001-33748) (the October 30, 2008 Form 8-K)).
|            | 
|10.2        |  | Guaranty, dated as of October 24, 2008, by DuPont Fabros Technology, L.P. for the benefit of the Agent and the Lenders (Incorporated by reference to Exhibit 10.2 to the
October 30, 2008 Form 8-K).                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|31.1        |  | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|32.1        |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                                                                                                                                                              



34