UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐
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 001-40205
______________________
EQUINIX, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
77-0487526
(IRS Employer Identification No.)
One Lagoon Drive, Redwood City, California 94065
(Address of principal executive offices, including ZIP code)
(650) 598-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
EQIX
Title of each class
Common Stock, $0.001
0.250% Senior Notes due 2027
1.000% Senior Notes due 2033
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act: None
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock
was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $73.0 billion. As of February 15,
2024, a total of 94,621,449 shares of the registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III – Portions of the registrant's definitive proxy statement to be issued in conjunction with the registrant's 2024 Annual Meeting of Stockholders, which is
expected to be filed not later than 120 days after the registrant's fiscal year ended December 31, 2023. Except as expressly incorporated by reference, the
registrant's proxy statement shall not be deemed to be a part of this report on Form 10-K.
TABLE OF CONTENTS
EQUINIX, INC.
FORM 10-K
December 31, 2023
PART I
Forward-Looking Statements
Summary of Risk Factors
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Item
1.
1A.
1B.
1C.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
10.
11.
12.
13.
14.
15.
16.
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
PART IV
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PART I
Forward-Looking Statements
The words "Equinix", "we", "our", "ours", "us" and the "Company" refer to Equinix, Inc. All statements in this discussion that are not historical are forward-
looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Equinix's
"expectations", "beliefs", "intentions", "strategies", "forecasts", "predictions", "plans" or the like. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-
looking statements. Equinix cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those
projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the risk factors discussed in this Annual
Report on Form 10-K. Equinix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements
contained herein to reflect any change in Equinix's expectations with regard thereto or any change in events, conditions, or circumstances on which any such
statements are based.
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that make an investment in our securities speculative or risky, any one of which could materially
adversely affect our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete,
and should be read together with the section titled “Risk Factors” in this Annual Report on Form 10-K, as well as the other information in this Annual Report on
Form 10-K and the other filings that we make with the U.S. Securities and Exchange Commission (the “SEC”).
Risks Related to the Macro Environment
•
Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently
experiencing, could negatively affect our business and financial condition.
• Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient
access to power.
The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.
•
Risks Related to our Operations
• We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a
•
material adverse effect on our business, results of operation and financial condition.
Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure
within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial
condition.
• We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these
•
•
•
efforts may interrupt our normal operations and adversely affect our business and results of operations.
The level of insurance coverage that we purchase may prove to be inadequate.
If we are unable to implement our evolving organizational structure, or if we are unable to recruit or retain key executives and qualified personnel, our
business could be harmed.
The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results
of operations.
• We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of
operations and cash flow could be materially and adversely affected.
The use of high-power density equipment may limit our ability to fully utilize our older IBX data centers.
•
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Risks Related to our Offerings and Customers
• Our offerings have a long sales cycle that may harm our revenue and results of operations.
• We may not be able to compete successfully against current and future competitors.
•
If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and
differentiate us from our competitors, our results of operations could suffer.
• We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
•
Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain
this base of customers could harm our business and results of operations.
Risks Related to our Financial Results
• Our results of operations may fluctuate.
• We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in
a significant reduction to our earnings.
• We have incurred substantial losses in the past and may incur additional losses in the future.
Risks Related to Our Expansion Plans
• Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.
•
•
•
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint
ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are
inconsistent with our business interests.
If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of
operations would be adversely impacted.
•
• We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these
investments.
Risks Related to Our Capital Needs and Capital Strategy
• Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
•
•
• Our derivative transactions expose us to counterparty credit risk.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
Risks Related to Environmental Laws and Climate Change Impacts
Environmental regulations may impose upon us new or unexpected costs.
•
• Our business may be adversely affected by climate change and our response to it.
• We may fail to achieve our Environmental, Social and Governance ("ESG") and sustainability goals, or may encounter objections to them, either of which
may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other stakeholders.
Risks Related to Certain Regulations and Laws, Including Tax Laws
• Geopolitical events contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations in the
countries in which we operate, we may be subject to
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litigation and/or sanctions, adverse revenue impacts, increased costs and our business and results of operations could be negatively impacted.
• Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.
•
Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements
and cash taxes.
• Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
Risks Related to Our REIT Status in the U.S.
• We have a number of risks related to our qualification as a real estate investment trust for federal income tax purposes ("REIT"), including the risk that we
may not be able to maintain our qualification for taxation as a REIT which could expose us to substantial corporate income tax and have a materially
adverse effect on our business, financial condition, and results of operations.
ITEM 1. Business
Overview: Powering the World’s Digital Leaders
Equinix is the world's digital infrastructure company
. Digital leaders harness our trusted platform to bring together and interconnect the foundational
infrastructure that powers their success. We enable our customers to access all the right places, partners and possibilities they need to accelerate their
advantage. Platform Equinix combines a global footprint of International Business Exchange™ (IBX ) and xScale data centers in the Americas, Asia-Pacific,
and Europe, the Middle East and Africa ("EMEA") regions, interconnection solutions, digital offerings, unique business and digital ecosystems and expert
consulting and support. Equinix was incorporated on June 22, 1998, as a Delaware corporation and operates as a REIT for federal income tax purposes.
®
®
®
TM
Al Avery and Jay Adelson founded Equinix as a network-neutral, multi-tenant data center ("MTDC") provider, where competing networks could connect and
share data traffic to help scale the rapid growth of the early internet. The company’s name, Equinix (composed from the words "equality", "neutrality" and
"internet exchange"), reflects that vision. The founders also believed they not only had the opportunity but also the responsibility to create a company that would
be the steward of some of the most important digital infrastructure assets in the world. Over two and a half decades later, we have expanded upon that vision to
build Platform Equinix, which we believe is unmatched in scale and reach.
Our interconnected data centers around the world allow our customers to bring together and interconnect the infrastructure they need to fast-track their
digital advantage. With Equinix, they can scale with agility, accelerate the launch of digital offerings, deliver world-class experiences and multiply their value.
We enable them to differentiate by distributing infrastructure and removing the distance between clouds, users and applications in order to reduce latency and
deliver a superior customer, partner and employee experience. The Equinix global platform, and the quality of our IBX and xScale data centers, interconnection
offerings and edge solutions, have enabled us to establish a critical mass of customers. As more customers choose Platform Equinix for bandwidth cost and
performance reasons, it benefits their suppliers and business partners to colocate in the same data centers and connect directly with each other. This adjacency
creates a network effect that attracts new customers, continuously enhances our existing customers' value and enables them to capture further economic and
performance benefits from our offerings.
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In 2023, we opened nine new data centers, inclusive of new xScale sites via our joint ventures. Our new data center openings included sites in the following
metros: Bogotá, Dubai, Dublin, Frankfurt, Madrid, Milan, Montreal, Tokyo and Washington D.C. When including five additional data centers which opened in
January 2024, this results in an increase in our total number of data center facilities to 260. 2023 highlights include:
•
•
•
•
In February, we announced plans to build and operate a second IBX data center in Barcelona, Spain. The new site will serve as a strategic connection
point for data communications between Europe, Africa and the Middle East, with Barcelona quickly becoming a vital subsea hub.
In June, we announced our plans for expansion into Malaysia, with an additional investment of more than $100 million to help businesses capitalize on
the country’s digital transformation and economic growth. We opened our first data center in Kuala Lumpur in January 2024, which followed our
expansion announcement to enter Malaysia with a data center in Johor.
In August, we announced our plans for expansion of our footprint in Mumbai, India, to address the country’s rising demand for digital infrastructure. The
new facility, called MB4, will bring Equinix’s total data centers in the country to four. MB4 will offer expanded connectivity options to major
telecommunications networks along with Metro Connect availability to the highly connected Equinix data center sites of MB1 and MB2. The first phase
of MB4 is expected to open in Q1 2024 and will provide an initial capacity of 350 cabinets. When fully built out, the facility is expected to provide 700
cabinets.
In September, we opened our new IBX data center in Montreal, Quebec ("MT2") to support customer expansions in one of the fastest-growing edge
metros in the world. MT2 is our second data center in the metro and brings the full value of our platform and portfolio of solutions to Canadian
businesses, including those in the rapidly growing financial services, gaming and aerospace sectors.
®
• We also announced an expanded relationship with Southern Cross Cables Limited ("Southern Cross") in September, which will provide a key U.S.-based
interconnectivity access point for the Southern Cross NEXT ("SX NEXT") submarine cable system. SX NEXT leverages our next-generation cable landing
station ("CLS") architecture, enabling rapid provisioning and cost savings.
Industry Trends: Ecosystems unlock digital opportunity
The digital economy is growing and evolving dynamically. There is a constant influx of new digital product and service providers and related digital
consumers, resulting in new ecosystems forming across all industries. Leading organizations are using digital infrastructure as a strong foundation for scalability
and flexibility. They are scaling into more markets, with greater flexibility, having invested in cutting-edge capabilities. Additionally, their participation in digital
marketplaces offers significant advantages. Several trends have emerged as a result of these changing business models. These trends include:
•
The digital presence trend underpins businesses’ prioritization of transformation to engage and deliver value electronically. To compete in the digital
economy, organizations are shifting to digital solutions. The majority of global growth in Gross Domestic Product ("GDP") and revenue is coming from
digital services. Digital revenue sources will be the primary drivers of economic growth in the next decade. As companies strive to shift from traditional to
digital services, only half of companies analyzed, as shown by the Global Interconnection Index 2024 ("GXI"), a market study published by Equinix, are
taking advantage of this opportunity. The GXI data shows that many enterprises are expanding from being consumers to providers of digital services, and
not all organizations are moving fast enough.
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•
•
•
•
The digital participation trend shows that more companies are leveraging digital ecosystems to collaborate and offer services back into the
marketplaces faster than ever before. Each industry is growing its own forms of electronic exchange. Data in the GXI shows that companies are tapping
into the sharing economy to create new revenue streams, showing a rapid growth curve, while fast followers (companies replicating what digital leaders
are doing) are shifting gears to succeed by doubling their ecosystem interactions— doing more with less investment.
The digital proximity trend indicates that companies are bringing their capabilities closer to business operations globally for differentiated value and
revenue benefits. Additionally, as data grows exponentially, it is being distributed in proximity to where business happens. Companies need to make
faster decisions, at greater scale and complexity, with more sources of data. As shown in the GXI, industries are gaining competitive advantage by
investing in edge technologies.
The sustainability trend reveals market expectations and industry regulations are making organizations prioritize sustainability and hold themselves and
their business partners accountable. Sustainable businesses rely on innovation, sustainable technology and efficient digital practices to reduce emissions
and achieve net-zero goals. Leaders are involving their supply chain partners, including data centers, to ensure they reduce carbon emissions.
Companies also are using more efficient technologies to strengthen a sustainable foundation and scale business.
Technology adoption trends like composable business--with companies leveraging as-a-Service offerings for commoditized functions and the
emergence of artificial intelligence ("AI") ecosystems to improve efficiency and productivity are also strong trends in the market.
These trends are accelerating the need for companies like Equinix that can provide a secure, agile global business platform that leverages digital
interconnection—or private data exchange—to deliver real-time interactions around the world.
As part of their digital transformation, businesses in most industries are shifting their centralized IT infrastructures to the edge to bring digital solutions closer
to users for better performance, which has become a significant driver of digital business value. To realize the full potential of the edge, IT organizations require
greater interconnection bandwidth. Interconnection bandwidth is defined as the total capacity provisioned to privately and directly exchange traffic, with a diverse
set of partners and providers, at distributed IT exchange points inside carrier-neutral colocation data centers. Private interconnection capacity between
businesses, as reported in GXI 2024, is anticipated to grow at a compound annual growth rate ("CAGR") of 34% by 2026, potentially reaching 33,578 terabits
per second of data exchanged annually.
Worldwide Interconnection Bandwidth Capacity CAGR (2022 - 2026) in Terabits per Second (Tbps)
Source: GXI 2024
Equinix Business Proposition: To be the platform where the world comes together, enabling the innovations that enrich our work, life and planet
In 2023, we continued to build new digital offerings and data center offerings to further our vision to power the world’s digital leaders. On Platform Equinix,
digital leaders can reach the most strategic global markets with the largest ecosystem of digital partners, with infrastructure that assembles and deploys virtually
in minutes. We enable
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competitive advantage for our customers and partners by creating the foundational infrastructure capabilities that power worldwide businesses. We offer a
comprehensive, integrated suite of data center and digital solutions and products to over 10,000 enterprise and service provider customers worldwide.
The following are the leading revenue-generating products and other offerings that collectively make up Platform Equinix:
Data Center Offerings
Our global, state-of-the-art data centers meet strict standards of security, reliability, certification and sustainability. Offerings in these data centers are
typically billed based on the space and power a customer consumes, are delivered under a fixed duration contract and generate monthly recurring revenue
("MRR"). Our footprint consists of 250+ data centers worldwide:
•
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IBX Data Centers are our vendor-neutral colocation data centers worldwide, providing our customers with secure, reliable and robust environments
(including space and power) that are necessary to aggregate and distribute information and connect digital and business ecosystems globally. IBX data
centers provide access to vital ecosystems where enterprises, network, cloud and SaaS providers, and business partners, can directly and securely
interconnect to each other.
xScale Data Centers are designed to serve the unique core workload deployment needs of a targeted group of hyperscale companies, which include the
world's largest cloud service providers. With xScale data centers, hyperscale customers add to their core hyperscale data center deployments and
existing customer access points at Equinix, allowing streamlined expansion with a single global vendor.
Equinix colocation offerings include a suite of comprehensive solutions that provide all the components required by a customer to house its IT infrastructure
(or equipment). These offerings are designed to speed and streamline digital transformation and data center deployments for our customers.
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•
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Private Cages are typically designed and built to order for a single customer, with space assigned based on purchased power allocations and planned
cabinet quantity. A cage typically includes steel mesh walls with a locking door, interconnection provision such as a demarcation rack with patch panels,
and cabling systems such as a ladder rack and fiber raceway. Available security accessories include dedicated cameras, biometric hand scanners and
more.
Secure Cabinets are steel-framed cabinets sized to industry standards, with lockable, fully ventilated doors, and are typically configured to order. Secure
Cabinets provide a private, secure, smaller-footprint alternative to a Private Cage. Each cabinet includes an integrated, interconnection-ready
demarcation panel and power circuitry sufficient to support planned utilization requirements. Secure cabinets are typically housed in a shared, secured
cage within the data center facility.
Secure Cabinet Express are ready-for-service Secure Cabinets that are pre-configured to an Equinix recommended, and most common, cabinet
configuration. This configuration fits the majority of modern IT deployment requirements, providing a simplified and globally consistent colocation module
for cabinet-sized deployments.
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Equinix offers a variety of enabling solutions that support a customer's need to implement, operate and maintain its colocated deployments. These solutions
include both on-consumption and subscription services which may generate MRR as well as non-recurring revenue ("NRR").
•
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Equinix SmartView is a fully integrated monitoring software that provides customers visibility into the operating data relevant to their specific Equinix
footprint as if they were in-house. The software provides online access to real-time environmental and operating data through the Equinix Customer
Portal or via either REST (application programming interfaces ("APIs") that provide customers the ability to retrieve information about their assets from
every IBX location) or streaming API integrations. With real-time alerts and configurable reporting, Equinix SmartView allows customers to maintain their
IBX operations and plan for future growth.
Equinix Smart Hands provides around-the-clock, on-site operational support service for remote management, installation and troubleshooting of
customer data center equipment. Using Equinix IBX data center technicians, Smart Hands allows customers to manage their Platform Equinix data
center operations from anywhere in the world.
Equinix Smart Build ("ESB") provides customers with an easy way to accelerate and simplify world-class data center deployments with expert support.
ESBs are repeatable, proven processes that address larger, more complex data center jobs, including installation and implementation of new builds and
planned migrations. ESB practices deliver Equinix expertise in colocation design to optimize our customers’ data center needs, including structured
cabling, labeling and documentation, procurement recommendations and coordination, and secure de-installation.
®
Interconnection Offerings
Our interconnection solutions connect businesses directly, securely and dynamically within and between our data centers across our global platform. These
solutions are typically billed based on the outbound connections from a customer and generate MRR.
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Equinix Fabric provides secure, on-demand, software-defined interconnection. Built specifically for digital infrastructure, Equinix Fabric enables
businesses to connect globally to their choice of thousands of networking, storage, compute and application service providers in the industry’s largest
infrastructure ecosystem. As the foundation of Platform Equinix’s interconnection capability, Equinix Fabric also enables customers to quickly and easily
connect between the physical and virtual digital infrastructures they have deployed in Equinix data centers globally.
Equinix Fabric Cloud Router makes it easy to connect applications and data across different clouds. With high-performance and secure private
connections, protecting data from exposure to the public internet, these enterprise-grade connections offer virtually unlimited bandwidth and built-in
resiliency. Fabric Cloud Router also reduces networking costs, lowers cloud egress charges and enables elastic bandwidth consumption so customers
pay for only what they need.
Cross Connects provide a point-to-point cable link between two Equinix customers in the same data center. Cross Connects deliver fast, convenient,
affordable and highly reliable connectivity and data exchange with business partners and service providers within the Equinix ecosystem.
Equinix Internet Exchange enables networks, content providers and large enterprises to exchange internet traffic through the largest global peering
solution. Service providers can aggregate traffic to multiple counterparties, called peers, on one physical port and handle multiple small peers while
moving high-traffic peers to private interconnections. This reduces latency for end users when accessing content and applications.
Equinix Internet Access is an agile, scalable, resilient and high-performing internet access solution. With multiple upstream Tier 1 providers per metro,
connections to all Equinix and major third-party internet exchanges, and over 300 private peering relationships, it delivers superior availability and
performance. It serves as a one-stop shop for businesses, offering both physical and virtual connection options with Equinix Fabric to deliver primary and
secondary internet access solutions. Available in 50+ markets, it allows for scalable bandwidth to meet growing usage needs, empowering businesses in
the digital age.
®
Fiber Connect provides dark fiber links between customers and partners between multiple Equinix data centers. Fiber Connect enables fast, convenient
and affordable integration with partners, customers and service providers across the global Equinix digital ecosystem. It supports highly reliable,
extremely low-latency communication, system integration and data exchange.
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Digital Offerings
Our edge solutions help businesses rapidly deploy as a Service networking, security and hardware across our global data center footprint as an alternative
to buying, owning and managing the physical infrastructure. Our edge solutions are typically billed based on the number of instances and the capacity used by a
customer and generate MRR.
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Network Edge allows customers to modernize networks within minutes, by deploying network functions virtualization ("NFV") from multiple vendors
across Equinix metros. Companies can select, deploy and connect virtual network solutions at the edge quickly, with no additional hardware
requirements.
Equinix Metal
allows enterprises, SaaS companies and digital service providers to provision interconnected bare metal resources in minutes instead of
months, while reducing the capital expenditures and operational requirements of owning hardware. They can also reduce cloud costs while retaining the
flexibility and operational expenditures of cloud solutions via on-demand, reserved or spot market capacity in Equinix’s global data centers using the
Equinix Metal portal or DevOps-friendly APIs and integrations. DevOps, a combination of "development" and "operations," aligns collaboration between
software development ("Dev") and IT operations ("Ops") skills and experiences to build, test and deploy APIs and other functionalities quickly.
®
Competition
While a large number of enterprises and service providers, such as hyperscale cloud service providers, own their own data centers, we believe the industry
is shifting away from single-tenant solutions to customers outsourcing some or all of their IT housing and interconnection requirements to third-party facilities,
such as those operated by Equinix. This shift is being accelerated by the increasing adoption of hybrid multicloud architectures and the adoption of artificial
intelligence.
Historically, the outsourcing market was served by large telecommunications carriers that bundled their products and services with their colocation offerings.
The data center market landscape has evolved to include private and vendor-neutral MTDC providers, public and private cloud providers, managed
infrastructure and application hosting providers, and systems integrators. It is estimated that Equinix is one of more than 2,200 companies that provide MTDC
offerings around the world. The global MTDC market is highly fragmented. Each of these data center solutions providers can bundle various colocation,
interconnection and network offerings, outsourced IT infrastructure solutions and managed services. We believe that this outsourcing trend has accelerated and
is likely to continue to accelerate in the coming years, especially in light of the movement to digital business, the use of multiple cloud service providers, and the
adoption of artificial intelligence.
Equinix is differentiated in this market by being able to offer customers a global platform that reaches over 30 countries and contains the industry’s largest
and most active ecosystem of partners in our sites, including access to a leading share of cloud on-ramps, and an increasingly diverse ecosystem of networks
and cloud and IT service providers. This ecosystem creates a “network effect,” which improves performance and lowers the cost for our customers, enabling
them to become digital leaders, and is a significant source of competitive advantage for Equinix. Additionally, our digital solutions portfolio enables customers to
bring together physical and programmable technologies like compute, storage, network and applications to build a foundation for their company's digital
operations.
Customers
Our customers include telecommunications carriers, mobile and other network services providers, cloud and IT services providers, digital media and
content providers, financial services companies, and global enterprise ecosystems in various industries. We provide each company access to a choice of
business partners and solutions based on their colocation, interconnection and managed IT service needs, and delivered 99.999%+ operational uptime across
our global data centers in 2023. As of December 31, 2023, we had over 10,000 customers worldwide. No one customer made up 10% or more of our total
business revenues for the year ended December 31, 2023.
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The following companies represent some of our leading customers and partners:
We serve our customers with a direct sales force and channel marketing program. We organize our sales force by customer type, as well as by establishing
a sales presence in diverse geographic regions, which enables efficient servicing of the customer base from a network of regional offices. We also support our
customers with a global customer care organization.
Human Capital
As of December 31, 2023, we had 13,151 employees worldwide with 5,953 based in the Americas, 4,267 based in EMEA and 2,931 based in Asia-Pacific.
Of those employees, 5,617 employees were in engineering and operations, 2,089 employees were in sales and marketing and 5,445 employees were in
management, finance and administration. As of December 31, 2023, approximately 72% of our workforce identified as men, approximately 27% identified as
women and less than 1% declined to identify. Women's representation in leadership (defined as VP and above) increased year-over-year to 32%.
At Equinix, we strive to build a culture where every employee, every day, can say “I’m Safe, I Belong and I Matter” and where our workforce, at all levels,
reflects and represents the communities in which we operate. Our objective is to continue to make our culture a critical competitive advantage, engaging every
leader and every employee in the process. To ensure we are upholding our core corporate values and making progress towards our aspirational goals, we
monitor employee satisfaction through a quarterly pulse survey, which is one of our listening mechanisms. In 2023, employee satisfaction scores remained
steady between 83-84 out of 100 each quarter, resulting in an average score of 83 for Equinix, six points higher than the benchmark score of the top 25th
percentile of other companies. Managers use their quarterly pulse survey results to engage in dialogue with their teams about what is top of mind for our
employees and how we can do better.
Attracting, developing and retaining talent at all levels is vital to our continued success and we offer industry competitive compensation and benefits, along
with development opportunities to help every employee achieve their full potential. We continue to benefit from talent sourcing programs such as our global new-
to-career programs as well as pathways programs for veterans and women returning to the workforce. In 2023, we continued to enhance our portfolio of
development programs for our employees and continued use of a system-enabled approach to goal setting, development planning and performance
assessment to support objectivity and accountability in our talent management process. We offer development tools and opportunities to our employees such as
online learning, manager training, including on bias mitigation and cultural humility, professional coaching and 360-degree assessments for eligible employees
as well as our leadership program specifically designed for high potential employees at the Director level and above.
We believe in equitable pay and equitable opportunity at every level of the organization. Equinix remains committed to ensuring we have consistent
practices in place to recognize, reward and promote all employees, regardless of gender, ethnicity, sexual orientation, or other protected class. Equinix operates
a rigorous governance framework to manage pay and other compensation elements to ensure that all reward decisions are made equitably and without
discrimination or bias. All roles are mapped and graded to one consistent global organizational framework. Each grade has a specific pay range created by
benchmarking against the external market in the country in which the role is located. This global framework is also used to determine target levels for annual
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bonuses and long-term incentives. We strive to annually update our market data globally where information is available.
We have continued to work towards integrating diversity, inclusion and belonging ("DIB") into every aspect of how we run our business. In 2020, we
embarked on a multi-year DIB strategy with governance through a DIB Council chaired by our CEO and CHRO, and in partnership with our Sustainability
Program Office, that oversees our progress on ESG matters. Our DIB strategy focuses on attracting, developing and retaining a diverse, global workforce;
building leadership capability and accountability; and empowering our people to bring DIB to life. We have built multiple pathways to reach new talent from
diverse communities. In 2023, we continued to forge partnerships and invest in tools and systems to grow and support our inclusive hiring practices and launch
inclusive talent marketing efforts to reach a wider candidate pool more effectively. For example, in 2023 our Talent Acquisition Team welcomed our first
neurodiverse intern cohort in partnership with Disability:IN and our CEO signed a pledge committing to disability inclusion. The Global Military Pathways
program continues to show success with military candidates and hires across all regions and our Recruiting Pathways programs continue to focus on finding
talent with skills and experience gained from adjacent industries and experiences to enrich the diversity of thought and experience on our teams. We have also
embedded diversity and inclusive behavior competencies in our leadership profiles and added coaching tools as well as manager training on leading inclusive
teams to our development program.
Our employee connection networks ("EECNs") are integral to our DIB strategy and play an important role in creating belonging and advocating for the needs
and goals of communities with common identities, cultures or backgrounds. Each of our nine EECNs represents an identity/community that is marginalized or
shares unique challenges. Collaborating with one another, our EECNs work together to shape, support, and execute plans aligned with our shared vision and
values at Equinix. Some of our EECN leaders sit on Equinix EECN and DIB Councils where they represent their communities and share input based on their
lived-experiences to influence discussions and decisions around business policies and strategies. In 2023, we strengthened our dedication to our EECN leaders
by hosting an inaugural EECN Summit where leaders participated in panels with internal and external speakers, resource fairs and strategy sessions. We also
introduced a recognition program that provides acknowledgement, exposure, compensation and developmental opportunities to recognize EECN members who
have gone above-and-beyond in leading their respective EECNs. EECNs have continued to be a leading contributor to a positive work environment, employee
satisfaction and overall organizational success. We also recognize that creating the best workplace and culture we can requires a global effort with localized
awareness and approaches. In 2020, we launched WeAreEquinix employee teams empowered to create, localize and promote purpose, inclusion and belonging
for their locations across the world. Through live and virtual events, campaigns, and collaboration with the business and their local communities, these volunteer
leaders create opportunities to engage in the following areas: Wellbeing, Green and Sustainability, Community Impact, Fun and Creativity, DIB, and Employee
Networks. We currently have WeAreEquinix teams in 38 locations who are working on strengthening belonging and inclusion for our workforce.
In 2023, we hosted Days of Understanding events as part of an initiative of CEO ACT!ON, a pledge Equinix has taken along with hundreds of other
companies to embrace differences in our organizations, educate our people and build more inclusive cultures inside and outside of our workplaces. As part of
this partnership, Equinix employees who became CEO ACT!ON fellows focused on creating impactful solutions to systemic inequities and bridging the digital
divide by launching a pilot program designed to make reliable, affordable internet services available in underserved communities in the states of Michigan, New
York and Texas in the United States.
Lastly, Equinix was recognized for our leading social sustainability efforts in 2023 through the following awards:
•
•
•
•
•
•
1st in industry and 17th overall by JUST Capital
Diversity & Inclusion Index by Alliance for Global Inclusion
Diversity Equity & Inclusion Silver Award by NAREIT
#3 in Fortune 500 in Religious Equity Diversity Inclusion Award
100 out of 100 score for Human Rights Campaign's Corporate Equality Index
Best Places to Work for IT by Computerworld
Our Community Impact program promotes connection and belonging, and enables employees to give back, with the support of Equinix, to the communities
in which we work and live. In 2023, employees volunteered 25,300 service hours and approximately $2 million was donated through employee giving, corporate
matching funds and
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grants. In 2022, the Equinix Foundation was launched with a $50M contribution and a focus on the advancement of digital inclusion—from access to technology
and connectivity to the skills needed to thrive in today's digitally driven world. In 2023, the Equinix Foundation celebrated its one-year anniversary and continues
to make strides in co-funding with partners and organizations dedicated in addressing the digital divide such as Big Hope and ClapTech.
We believe our commitment to the highest standards of honesty, integrity and ethical behavior differentiates our business as much as our technology. We
promote these high standards through a number of policies including the Equinix Code of Business Conduct. All employees are required to complete trainings
on ethics and the company’s anti-bribery and corruption policies. In addition, we maintain a confidential ethics helpline where employees are encouraged to
speak up if they have any questions or concerns that our code is being violated. We have a zero-tolerance, non-retaliation policy that protects our employees
when they speak up.
We have continued a number of precautionary measures in line with our business continuity and pandemic plans to minimize the risk of operational impacts
and to protect the health and safety of employees, customers, partners and our communities. As we look forward to the future of work, and more importantly
amplifying Equinix’s vibrant culture, we are providing flexible, hybrid work opportunities in many roles, enhanced collaboration technologies for everyone, and
activity-based workspaces at home or onsite. We recognize that the new normal will require changing behaviors. As such, we are providing learning
opportunities and best practices to ensure our meetings, events and work sessions are inclusive and equitable for virtual and in-person participation. Employee
well-being has been central to these efforts, driven globally through offerings such as health programs, ergonomic support, technology reimbursements, and
wellness days.
We believe that all of these programs and initiatives support our human capital goals, align with our company culture, and increase employee satisfaction.
Sustainability
At Equinix, our Future First sustainability strategy rallies our people and partners to envision a better future and then do what it takes to make it happen. As
the world’s digital infrastructure leader, we have the responsibility to harness the power of technology to create a more accessible, equitable and sustainable
future. The ESG initiatives comprising our Future First strategy focus on the material issues that have the greatest impact on our stakeholders and our business.
We continue to progress on our sustainability goals and look to build a business and world that reflects our purpose to bring the world together on our platform to
create innovations that will enrich our work, life and planet. We document our ESG progress in our Annual Report and in our annual Corporate Sustainability
Report located on our corporate website.
In 2021, we committed to becoming climate neutral across our global operations by 2030 and set a validated near-term science-based target (“SBT”) for
emissions reduction across our global operations and supply chain. Our climate commitments are a critical step to ensure that we continue to advance
investments and innovations to reduce greenhouse gas ("GHG") emissions and keep global warming to 1.5 degrees Celsius in alignment with the Paris Climate
Agreement.
As a part of our Future First sustainability strategy, we published an Environmental Sustainability and Global Climate Change Policy in 2021 to detail our
approach and practices related to the environment, climate change,
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resource efficiency and reporting. In alignment with our strategy and policy, we are also evaluating our material climate change risks and opportunities based on
the recommendations of the Task Force on Climate Related Financial Disclosures (“TCFD”). In 2022, we undertook a qualitative and quantitative climate-related
scenario analysis across eight climate scenarios in line with TCFD recommendations. This included scenario analysis modeling for the highest priority physical
risks. We are continuing our work to embed climate change risk management into our business where relevant.
Environmental Performance
Our energy usage, specifically electricity consumption, creates our largest environmental impact. Equinix was the first data center company to commit to a
long-term goal of 100% renewable energy coverage across our global portfolio. We use local renewable energy sources where possible, seek new or recently
built renewable sources and advocate for favorable renewable energy policies. In the U.S., we purchase nearly 2.6 million megawatt-hours ("MWh") of green
power annually from a portfolio of renewable energy projects, utility green tariffs and Renewable Energy Certificates ("RECs"), including 225 MW of wind power
under long-term power purchase agreements ("PPAs") located in Texas and Oklahoma. As of December 2023, we executed 18 PPAs in Europe which will bring
687 MW of new wind and solar capacity to Finland, France, Portugal, Spain and Sweden when the projects are operational in 2024, 2025 and 2026. In 2022,
96% of our global electricity consumption, and 100% of U.S. electricity consumption, was covered by renewable energy sources.
We are committed to transparently measuring and reporting our global carbon footprint across direct ("Scope 1"), indirect energy ("Scope 2") and indirect
value chain ("Scope 3") emissions. Since 2019, we have achieved a 23% absolute reduction in operational GHG emissions from a 2019 baseline year (Scope 1
and Scope 2 market-based metric tons of carbon dioxide-equivalent ("mtCO2e")), even as the company increased its energy consumption by 36% over the
same time period. Equinix achieved an 'A' leadership score for climate action and annual disclosures within the 2023 CDP Climate Change Survey. CDP is a
global non-governmental organization dedicated to helping investors and companies measure and manage their climate risks, recognized our commitments,
actions and progress on climate change.
We are leveraging technology and innovation to encourage commercialization of solutions that will enable the “Data Center of the Future”. To support our
ongoing sustainability initiatives and commitment to innovation, since 2020, we issued six traunches of green bonds approximating $4.9 billion. Our Green
Finance Framework aligns our sustainability commitments with our long-term financing needs and highlights our pipeline of green projects and data center
innovations. As of December 31, 2023, we had fully allocated the net proceeds from the approximate $4.9 billion in issued green bonds to finance or refinance,
in whole or in part, ongoing and new projects in categories of green buildings, renewable energy and energy efficiency.
We are committed to advancing environmental progress across other areas of our operations. While we have historically focused our environmental impact
via our energy consumption, to address the growing importance of water within our operations, we launched a Sustainable Water Management Program in
2021. This program drove the implementation of tools to aid in the tracking of water used to cool our data centers, helping create a baseline of our Water Usage
Effectiveness ("WUE") to inform future actions. We consider the consumption of water in the design and operation of our facilities and are developing a
coordinated global approach to water measurement and management. Through our efforts to establish the European Climate-Neutral Data Centre Operator
Pact in 2021, Equinix and the EU data center industry have also committed to advancing initiatives beyond renewable energy and energy efficiency, including
water efficiency, waste reduction, and circular economy principles.
Sustainability Accounting Standards Board ("SASB") Disclosures
SASB published the Sustainability Accounting Standard for the Real Estate Industry ("Real Estate Standard") in October 2018. We have aligned our SASB
disclosures with the Real Estate Standard to enhance corporate disclosure around ESG performance. In our comprehensive disclosures in our annual Corporate
Sustainability Report, we also document our progress against metrics as outlined in other frameworks such as the Global Reporting Initiative ("GRI"), UN
Sustainable Development Goals ("SDGs") and TCFD. The following tables detail our energy metrics, aligned with the SASB Real Estate Standard. We intend to
expand our reporting around the Real Estate Standard in the coming years.
The following metrics represent the performance of our colocation facilities in the calendar years specified. Energy, renewable energy and GHG emissions
are independently assured to ISO 14064-3:2019 Standards for the
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quantification and reporting of GHG emissions (Scope 1, 2 and 3). Calendar year data for 2023 will become available in Q2 2024 and will be published in our
annual Corporate Sustainability Report located on our sustainability website.
Energy Management: Energy Consumption
Energy
Consumption Data
as a % of Floor Area
Total Energy
Consumed by
Portfolio Area
with Data
Coverage (MWh)
(1)
Like-for-Like
Change in Energy
Consumption of
Portfolio Area with
Data Coverage
(MWh)
(2)
Grid Electricity
Consumption as a
% of Energy
Consumption
98.0%
96.3%
7,130,000
7,820,000
23.3%
29.1%
94.6%
94.2%
Energy
Consumption from
Renewable Sources
(MWh)
(3)
6,689,000
6,995,000
Year
2021
(5)(6)
2022
(7)(8)
Like-for-Like Change
in Energy
Consumption from
Renewable Sources
of Portfolio Area with
Data Coverage (MWh)
(2) (3)
Renewable Energy
as a % of Energy
Consumption
(4)
Renewable Energy
as a % of Electricity
Consumption
94%
90%
26.1%
32.1%
95%
91%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
The scope of energy includes: energy used onsite (natural gas and diesel), energy procured (purchased electricity, electric power from fuel cells under power purchase agreements,
and chilled water).
Like-for-like computed for stabilized asset list for the overlapping list of sites designated as stabilized in 2021 and 2022.
Excludes renewable energy inherently supplied by the standard utility grid mix. Equinix buys renewable energy for the entire electricity consumption of sites including customer and
overhead load. The instruments used include: RECs from PPAs, International RECs ("I-RECs"), Guarantees of Origin ("GOOs") and Renewable Energy Guarantees of Origin
("REGOs") from suppliers, green tariffs and bundled contracts.
Equinix's global renewable energy percentage reported for RE100 and CDP was 96%, which is comprised of 7,434 GWh of renewables out of 7,751 GWh of electric power
consumption. The discrepancy in the totals arises from non-IBX data center sites' energy usage and non-electric power energy consumption.
Recently constructed or acquired sites for which no utility data is available are excluded from the 2021 SASB metrics reporting boundary. These include certain data centers in EMEA
(FR9x) and APAC (OS2x, OS3, PE3) and Equinix's GPX (India) acquisition sites (MB1, MB2). Reseller sites are also excluded in both the gross floor area and the energy metrics
(DA99, OS99, SH1).
2021 portfolio coverage includes xScale sites: LD11x, LD13x, PA8x, PA9x, SP5x, TY12x.
Recently constructed or acquired sites for which no utility data is available are excluded from the 2022 SASB metrics reporting boundary. These include certain data centers in AMER
(LM1, ST1, ST2, ST3, ST4) and EMEA (AB1, AC1, LG1, LG2, PA10). Reseller sites are also excluded in the energy metrics (DA99, OS99, SH1).
2022 portfolio coverage excludes xScale sites: DB5x, SY9x.
TM
TM
Energy Management: Green Building Ratings
Our environmental efforts aim to deliver meaningful and measurable progress against sustainability goals that positively impact our customers, partners,
investors and employees. Our data centers are designed with high operational standards and energy efficiency in mind. Our data centers are planned holistically
to incorporate the needs of our communities and we aim to minimize the use of all resources in our operations. We evaluate cost-efficient opportunities to
enhance energy efficiency and buy renewable energy for existing or acquired sites.
We are protecting our planet's resources by pioneering green data center innovations and building and operating energy-efficient data centers around the
world. Our Energy Efficiency Center of Excellence is driving a global approach to improving global operational efficiency across our existing IBX locations from
lighting and airflow management to efficient cooling innovations. The program also engages customers to manage their implementations more sustainably at our
facilities, leading to overall improved site efficiencies.
We certify our data centers to numerous green buildings and energy management certifications and schemes. These include USGBC LEED green buildings
certifications, ISO 14001:2015 Environmental Management Standard, ISO 50001:2011 Energy Management Standard, BCA Green Mark, U.S. EPA Energy Star
for Data Centers and others. In 2021, Equinix became a U.S. Green Building Council ("USGBC") Gold member, aligning with the developer of the LEED rating
system and furthering our commitment to green buildings. To increase the scalability of certification within our portfolio, we developed a global LEED Scorecard
that will help us ensure every new build is prioritizing the design and community guidelines developed by USGBC.
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Data Center
DX3
FR11x
LD11x
ML5
MX3x
PE3
SE4
Data centers receiving green building ratings in 2023 covered 811,000 gross sq. ft. While we have additional certifications that are pending final
2023:
received
ratings
sites
new
submissions,
the
in
following
Metro Area
Rating Scheme
Level Achieved
Dubai, UAE
Frankfurt, Germany
London, United Kingdom
Milan, Italy
Mexico City, Mexico
Perth, Australia
Seattle, USA
LEED
LEED
LEED
LEED
LEED
LEED
Green Globes
Silver
Certified
Silver
Gold
Certified
Certified
One
In 2023, we had 24.8 million gross sq. ft., or 83% of our global footprint, in operation with green buildings and energy management certifications. Within the
U.S., we had 7.9 million gross sq. ft., or 78% of our footprint, under certification, including 1.5 million gross sq. ft., or 14.6% of U.S. footprint, having achieved
U.S. EPA Energy Star for Data Centers. We are currently evaluating enrolling additional sites in the Energy Star program. We disclose these and other site-level
details about our data centers on our sustainability website.
Year
Total Gross sq. ft. (million)
(1)
Area of Eligible Portfolio with Green Building Rating
(million sq. ft.)
(2)
Eligible Portfolio with Green Building
Rating (%)
Global Total through 2023
U.S. Total through 2023
29.8
10.1
24.8
7.9
1.5 (Energy Star)
83%
78%
14.6% (Energy Star)
(1)
(2)
Ratings included in our totals: ISO 50001 Energy Management, ISO 14001 Environmental Management, LEED green buildings certifications, U.S. Environmental Protection Agency
Energy Star for Data Centers, BCA Green Mark, NABERS and Green Globes.
We are currently evaluating our approach to U.S. EPA Energy Star for Data Centers. As of December 2023, eight sites received Energy Star for Data Centers recognition, representing
15% of our U.S. portfolio. In contrast, our U.S. portfolio has 19 LEED-certified data centers or 42% of the U.S. portfolio by gross square footage.
Our Business Segment Financial Information
We currently operate in three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Information attributable to each
of our reportable segments is set forth in Note 17 within the Consolidated Financial Statements.
Available Information
Equinix owns and maintains intellectual property in the form of trademarks, patents, application programming interfaces, customer portals and a variety of
products and other offerings.
We were incorporated in Delaware in June 1998. We are required to file reports under the Securities Exchange Act of 1934, as amended, with the
Securities and Exchange Commission ("SEC"). The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information
statements and other information.
You may also obtain copies of our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and any
amendments to such reports, free of charge by visiting the Investor Relations page on our website, www.equinix.com. These reports are available as soon as
reasonably practical after we file them with the SEC. Information contained on or accessible through our website is not part of this Annual Report on Form 10-K.
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ITEM 1A. Risk Factors
In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business:
Risk Factors
Risks Related to the Macro Environment
Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently
experiencing, could negatively affect our business and financial condition.
Inflation is impacting various aspects of our business. We are also experiencing an increase in our costs to procure power and supply chain issues globally.
Rising prices for materials related to our IBX data center construction and our data center offerings, energy and gas prices, as well as rising wages and benefits
costs negatively impact our business by increasing our operating costs. Further, disagreement in the U.S. Congress on government spending levels could
increase the possibility of a government shutdown, further adversely affecting global economic conditions. The adverse economic conditions we are currently
experiencing may cause a decrease in sales as some customers may need to take cost cutting measures or scale back their operations. This could result in
churn in our customer base, reductions in revenues from our offerings, adverse effects to our days of sales outstanding in accounts receivable ("DSO"), longer
sales cycles, slower adoption of new technologies and increased price competition, which could adversely affect our liquidity. Customers and vendors filing for
bankruptcy could also lead to costly and time-intensive actions with adverse effects, including greater difficulty or delay in accounts receivable collection. The
uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties' credit deteriorates or if they are
otherwise unable to perform their obligations. Further, volatility in the financial markets and rising interest rates like we are currently experiencing could affect
our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional expansion
opportunities and maintain our desired level of revenue growth in the future.
Our efforts to mitigate the risks associated with these adverse conditions may not be successful and our business and growth could be adversely affected.
Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as
insufficient access to power.
Any power outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results
of operations.
In each of our markets, we rely on third parties, third party infrastructure, governments, and global suppliers to provide a sufficient amount of power to
maintain our IBX data centers and meet the needs of our current and future customers. Any limitation on the delivered energy supply could limit our ability to
operate our IBX data centers. These limitations could have a negative impact on a given IBX data center(s) or limit our ability to grow our business which could
negatively affect our financial performance and results of operations.
Each new facility requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain
sufficient power capacity for potential expansion sites in new or existing markets. Utility companies may impose onerous operating conditions to any approval or
provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or
future IBX data center designs. Our ability to find appropriate sites for expansion may also be limited by access to power, especially as we design our data
centers to the specifications of new and evolving technologies such as artificial intelligence which are more power-intensive.
Our IBX data centers are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission
or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyber-attacks,
physical attacks on utility
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infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities, such as Pacific Gas and Electric
Company's practice of planned outages in California to minimize fire risks, could harm our customers and our business. Employees working from home could be
subjected to power outages at home which could be difficult to track and could affect the day-to-day operations of our non-IBX data center employees. Our
international operations are sometimes located outside of developed, reliable electricity markets, where we are exposed to some insecurity in supply associated
with technical and regulatory problems, as well as transmission constraints. Some of our IBX data centers are located in leased buildings where, depending
upon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure including generators and fuel tanks. As
a result, in the event of a power outage, we could be dependent upon the landlord, as well as the utility company, to restore the power. We attempt to limit our
exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, but
these measures may not always prevent downtime or solve for long-term or large-scale outages. Any outage or supply disruption could adversely affect our
business, customer experience and revenues.
We are currently experiencing inflation and volatility pressures in the energy market globally. Various macroeconomic factors are contributing to the
instability and global power shortage including the Russia and Ukraine war, severe weather events, governmental regulations, government relations and
inflation. While we have aimed to minimize our risk, via hedging, conservation, and other efficiencies, we expect the cost for power to continue to be volatile and
unpredictable and subject to inflationary pressures. We believe we have made appropriate estimates for these costs in our forecasting, but the current
unpredictable energy market could materially affect our financial forecasting, results of operations and financial condition.
The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.
The war in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cybersecurity
incidents as well as supply chain disruptions.
Additionally, various of Russia’s actions have led to sanctions and other penalties being levied by the U.S., the European Union, the United Kingdom, and
other countries, as well as other public and private actors and companies, against Russia and certain other geographic areas, including agreement to remove
certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restrictions on imports of
Russian oil, liquified natural gas and coal. We do not have operations in Russia or Ukraine and historically we have had a limited number of Russian and
Ukrainian customers, which we continue to screen against applicable sanctions lists per our standard processes. Although we continue to devote resources to
this screening effort, including the use of software solutions, the sanctions screening process remains partially manual, and the sanctions lists continue to
evolve and vary by country. We continue to address necessary changes in global sanctions laws and modify our processes as necessary in light of these
evolving laws. A material failure to comply with global sanctions laws could have a negative effect on our reputation, business and financial condition.
In addition to compliance with applicable sanctions laws, we are currently limiting the ability of Russian customers to place orders for our offerings unless,
after reviewing these orders, we believe they are aligned with our stated objectives in support of Ukraine. We do not allow purchases from Russian partners or
suppliers and have committed to not make any direct or indirect investment in Russia absent an end to this conflict. In addition, for our customers located in
Ukraine, we are currently providing offerings free of charge and may continue to do so in the future.
The associated disruptions in the oil and gas markets have caused, and could continue to cause, significant increases in energy prices, which could have a
material effect on our business. Additional potential sanctions and penalties have also been proposed and/or threatened. If Russia further reduces or turns off
energy supplies to Europe, our EMEA operations could be adversely affected. Russian military actions and the resulting sanctions could further affect the global
economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional debt or
equity financing on attractive terms in the future.
In the case of the Middle East conflict, the current situation is extremely volatile. It is possible that such events will continue to adversely impact the level of
economic activity globally and that we will face increased regulatory and legal complexities in the regions affected thus impacting our business and employees,
our financial condition
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and results of operations. Additionally, any sustained military action in the area of the Red Sea could contribute to supply chain challenges.
Prolonged unfavorable economic conditions or uncertainty, including as a result of the military conflict between Russia and Ukraine or in the Middle East,
may adversely affect our business, financial condition, and results of operations. Any of the foregoing may also magnify the impact of other risks described in
this Annual Report on Form 10-K.
Risks Related to our Operations
We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have
a material adverse effect on our business, results of operation and financial condition.
Despite our efforts to protect against cyber-attacks, we are not fully insulated from such threats. For example, in September 2020, we discovered
ransomware on certain of our internal systems. While the incident was resolved and did not cause a material disruption to our systems nor result in any material
costs to us, we expect we will continue to face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer
viruses, ransomware, malware, distributed denial-of-service attacks or other malicious activities. In the course of our business we utilize vendors and other
partners who are also sources of cyber risks to us. In addition, our adaptation to a hybrid working model, that includes both work from home and in an office,
could expose us to new security risks.
We offer professional solutions to our customers where we consult on data center solutions and assist with implementations. We also offer managed
services in certain of our foreign jurisdictions outside of the U.S. where we manage the data center infrastructure for our customers. The access to our clients'
networks and data, which is gained from these solutions, creates some risk that our clients' networks or data could be improperly accessed. We may also design
our clients' cloud storage systems in such a way that exposes our clients to increased risk of data breach. If we were held responsible for any such breach, it
could result in a significant loss to us, including damage to our client relationships, harm to our brand and reputation, and legal liability.
As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly
detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the
extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of artificial intelligence and machine
learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and
increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of artificial intelligence by us or by third parties may
pose new security challenges. A party who is able to compromise the security measures on our networks or the security of our infrastructure could
misappropriate the proprietary or sensitive information of Equinix, our customers, including government customers, or the personal information of our
employees, or cause interruptions or malfunctions in our operations or our customers' operations. As we provide assurances to our customers that we provide a
high level of security, such a compromise could be particularly harmful to our brand and reputation. We also may be required to expend significant capital and
resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may
occur in the future could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of
proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and
results of operations. The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further
complicate our ability to resolve cyber-attacks. We maintain insurance coverage for cyber risks, but such coverage may be unavailable or insufficient to cover
our losses.
Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer
infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business
reputation and financial condition.
Our business depends on providing customers with highly reliable solutions. We must safeguard our customers' infrastructure and equipment located in our
IBX data centers and ensure our IBX data centers and non-IBX
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business operations remain operational at all times. We own certain of our IBX data centers, but others are leased by us, and we rely on the landlord for basic
maintenance of our leased IBX data centers and office buildings and, in some cases, the landlord is responsible for the infrastructure that runs the building such
as power connections, UPSs and backup power generators. If such landlord has not maintained a leased property sufficiently, we may be forced into an early
exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these
buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs
to repair or upgrade the IBX data centers. Newly acquired data centers also may not have the same power infrastructure and design in place as our own IBX
data centers. These legacy designs could require upgrades in order to meet our standards and our customers’ expectations. Until the legacy systems are
brought up to our standards, customers in these IBX data centers could be exposed to higher risks of unexpected power outages. We have experienced power
outages because of these legacy design issues in the past and we could experience these in the future.
Problems at one or more of our IBX data centers or corporate offices, whether or not within our control, could result in service interruptions or significant
infrastructure or equipment damage. These could result from numerous factors, including but not limited to:
human error;
equipment failure;
physical, electronic and cybersecurity breaches;
fire, earthquake, hurricane, flood, tornado and other natural disasters;
extreme temperatures;
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power loss;
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terrorist acts;
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sabotage and vandalism;
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global pandemics such as the COVID-19 pandemic;
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inability of our operations employees to access our IBX data centers for any reason; and
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failure of business partners who provide our resale products.
We have service level commitment obligations to certain customers. As a result, service interruptions or significant equipment damage in our IBX data
centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data
centers are critical to many of our customers' businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost
profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in
the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers and we may decide to reach settlements
with affected customers irrespective of any such contractual limitations. Any such settlement may result in a reduction of revenue under U.S. generally accepted
accounting principles ("GAAP"). In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce
the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to
generate revenues and our results of operations.
Furthermore, we are dependent upon internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacific and
EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. Our customers may in the future
experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these providers fail to provide the required services, our
business, financial condition and results of operations could be materially and adversely impacted.
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Our IBX data center employees are critical to our ability to maintain our business operations and reach our service level commitments. Although we have
redundancies built into our workforce, if our IBX employees are unable to access our IBX data centers for any reason, we could experience operational issues at
the affected site. Pandemics, weather and climate related crises or any other social, political, or economic disruption in the U.S. or abroad could prevent
sufficient staffing at our IBX data centers and have a material adverse impact on our operations.
We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions
to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
We have been investing heavily in our back-office information technology systems and processes for a number of years and expect such investment to
continue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in. These
continuing investments include: 1) ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognition process;
2) integration of recently acquired operations onto our various information technology systems; and 3) implementation of new tools and technologies to either
further streamline and automate processes, or to support our compliance with evolving U.S. GAAP. Our finance team is also working on a multi-year project to
move the backbone of our finance systems to the cloud. As a result of our continued work on these projects, we may experience difficulties with our systems,
management distraction and significant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer
orders and may adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue
recognition, close processes, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time
and resources to correct problems or find alternative sources for performing these functions. All of these changes to our financial systems also create an
increased risk of deficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back-office
systems may take longer to complete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a
risk of an impairment charge if we decide that portions of these projects will not ultimately benefit us or are de-scoped. Finally, the collective impact of these
changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and control deficiencies
in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Any such difficulties or
disruptions may adversely affect our business and results of operations.
The level of insurance coverage that we purchase may prove to be inadequate.
We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types of insurance, the
limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. Our
insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase earthquake insurance for certain of our IBX
data centers, but for our IBX data centers in high-risk zones, including those in California and Japan, we have elected to self-insure. The earthquake and flood
insurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for flood or cyber risks,
could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.
If we are unable to implement our evolving organizational structure, or if we are unable to recruit or retain key executives and qualified personnel,
our business could be harmed.
In connection with the evolving needs of our customers and our business, we continue to review our organizational architecture and have made, and will
continue to make, changes as appropriate. We must also continue to identify, hire, train and retain key personnel who maintain relationships with our customers
and who can provide the technical, strategic and marketing skills required for our company's growth. There is a shortage of qualified personnel in these fields,
and we compete with other companies for the limited pool of talent.
The failure to recruit and retain necessary key executives and personnel could cause disruption, harm our business and hamper our ability to grow our
company.
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The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and
results of operations.
While we own certain of our IBX data centers, others are leased under long-term arrangements. These leased IBX data centers have all been subject to
significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. Most of our IBX data center
leases have renewal options available to us. However, many of these renewal options provide for the rent to be set at then-prevailing market rates. To the extent
that then-prevailing market rates or negotiated rates are higher than present rates, these higher costs may adversely impact our business and results of
operations, or we may decide against renewing the lease. There may also be changes in shared operating costs in connection with our leases, which are
commonly referred to as common area maintenance expenses. In the event that an IBX data center lease does not have a renewal option, or we fail to exercise
a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating a renewal of the lease with the landlord. A
failure to renew a lease or termination by a landlord of any lease could force us to exit a building prematurely, which could disrupt our business, harm our
customer relationships, impact and harm our joint venture relationships, expose us to liability under our customer contracts or joint venture agreements, cause
us to take impairment charges and affect our results of operations negatively.
We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our
results of operations and cash flow could be materially and adversely affected.
The presence of diverse telecommunications carriers' fiber networks in our IBX data centers is critical to our ability to retain and attract new customers. We
are not a telecommunications carrier, and as such, we rely on third parties to provide our customers with carrier services. We believe that the availability of
carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers'
customers to encourage them to invest the capital and operating resources required to connect from their data centers to our IBX data centers. Carriers will
likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide
assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide internet connectivity
to our IBX data centers that it will continue to do so for any period of time.
Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple
carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction
resources. Any hardware or fiber failures on this network may result in significant loss of connectivity to our new IBX data center expansions. This could affect
our ability to attract new customers to these IBX data centers or retain existing customers.
To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for
us. In certain of our markets, the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating
offerings and pricing to be competitive in those markets.
If the establishment of highly diverse internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or is subject to
failure, our results of operations and financial condition will be adversely affected.
The use of high-power density equipment may limit our ability to fully utilize our older IBX data centers.
Server technologies continue to evolve and in some instances these changes can result in customers increasing their use of high-power density equipment
in our IBX data centers which can increase the demand for power on a per cabinet basis. Additionally, the workloads related to new and evolving technologies
such as artificial intelligence will increase the demand for high density computing power. Because many of our IBX data centers were built a number of years
ago, the current demand for power may exceed the designed electrical capacity in these IBX data centers. As power, not space, is a limiting factor in many of
our IBX data centers, our ability to fully utilize those IBX data centers may be impacted. The ability to increase the power capacity of an IBX data center, should
we decide to, is dependent on several factors including, but not limited to, the local utility's ability to provide additional
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power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical and mechanical infrastructure of an IBX data
center to deliver additional power and cooling to customers. Although we are currently designing and building to a higher power specification than that of many of
our older IBX data centers, and are considering redevelopment of certain sites where appropriate, there is a risk that demand could continue to increase, or our
redevelopment may not be successful, and our IBX data centers could become underutilized sooner than expected.
Risks Related to our Offerings and Customers
Our offerings have a long sales cycle that may harm our revenue and results of operations.
A customer's decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctant to
commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales
cycle. Furthermore, we may devote significant time and resources to pursuing a particular sale or customer that does not result in revenues.
Instability in the markets and the current macroeconomic environment could also increase delays in our sales cycle. Delays due to the length of our sales
cycle may materially and adversely affect our revenues and results of operations, which could harm our ability to meet our forecasts and cause volatility in our
stock price.
We may not be able to compete successfully against current and future competitors.
The global multi-tenant data center market is highly fragmented. It is estimated that we are one of more than 2,200 companies that provide these offerings
around the world. We compete with these firms which vary in terms of their data center offerings and the geographies in which they operate. We must continue
to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors.
Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do. As a
result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target
customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our
potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, we are at risk of losing
customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully or
form alliances to acquire significant market share. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers
and/or our competitors may present a risk to our business model and have a negative impact on our revenues.
Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.
If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements
and differentiate us from our competitors, our results of operations could suffer.
As our customers evolve their IT strategies, we must remain flexible and evolve along with new technologies and industry and market shifts. The process of
developing and acquiring new offerings and enhancing existing offerings is complex. If we fail to anticipate customers’ evolving needs and expectations or do
not adapt to technological and IT trends, our results of operations could suffer. Ineffective planning and execution in our cloud, artificial intelligence and product
development strategies may cause difficulty in sustaining our competitive advantages. Additionally, any delay in the development, acquisition, marketing or
launch of a new offering could result in customer dissatisfaction or attrition. If we cannot continue adapting our products, or if our competitors can adapt their
products more quickly than us, our business could be harmed.
In order to adapt effectively, we sometimes must make long-term investments, develop, acquire or obtain certain intellectual property and commit significant
resources before knowing whether our predictions will accurately reflect customer demand for the new offerings.
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We are currently making significant investments of resources in expanding our digital services portfolio. In 2020, we acquired Packet Host, Inc. ("Packet"), a
bare metal automation company to facilitate a new “as-a-service” product offering for us. “As-a-service” solutions are a relatively new market area for us which
can bring challenges and could harm our business if not executed in the time or manner that we expect. These solutions may also require additional capital,
may have lower margins and customers can more easily churn as compared to our data center offerings, thus adversely impacting our results. These offerings
also introduce us to different competition and faster development cycles as compared to our data center business. If we cannot develop or partner to quickly and
efficiently meet market demands, we may also see adverse results. We expect to continue to consider other new product offerings for our customers, including
multi-cloud networking and cloud-adjacent storage. While we believe these product offering and others we may implement in the future will be desirable to our
customers and will complement our other offerings on Platform Equinix, we cannot guarantee the success of this product or any other new product offering.
We have also invested in joint ventures in order to develop capacity to serve the large footprint needs of a targeted set of hyperscale customers by
leveraging existing capacity and dedicated hyperscale builds. We believe these hyperscale customers will also play a large role in the growth of the market for
artificial intelligence. We have announced our intention to seek additional joint ventures for certain of our hyperscale builds. There can be no assurances that our
joint ventures will be successful or that we find appropriate partners, or that we will be able to successfully meet the needs of these customers through our
hyperscale offerings.
Failure to successfully execute on our product strategy or hyperscale strategy could materially adversely affect our financial condition, cash flows and
results of operations.
We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
We derive revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers may
terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and
internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to
fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.
Government contracts often have unique terms and conditions, such as most favored customer obligations, and are generally subject to audits and
investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees
received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.
Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and
retain this base of customers could harm our business and results of operations.
Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including
enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that
they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significant
interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of
factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting business
through vertical market ecosystems, the IBX data center's operating reliability and security and our ability to effectively market our offerings. However, some of
our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers
do not continue to use our IBX data centers it may be disruptive to our business. If customers combine businesses, they may require less colocation space,
which could lead to churn in our customer base. Finally, any uncertain global economic climate, including the one we are currently experiencing, could harm our
ability to attract and retain customers if customers slow spending, or delay decision-making on our offerings, or if customers begin to have difficulty paying us or
seek bankruptcy protection and we experience increased churn in our customer base. Any of these factors may hinder
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the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.
Risks Related to our Financial Results
Our results of operations may fluctuate.
We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our results of operations may cause the
market price of our common stock to be volatile. We may experience significant fluctuations in our results of operations in the foreseeable future due to a variety
of factors, many of which are listed in this Risk Factors section. Additional factors could include, but are not limited to:
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the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX
data centers or the upgrade of existing IBX data centers;
demand for space, power and solutions at our IBX data centers;
the availability of power and the associated cost of procuring the power;
changes in general economic conditions, such as those stemming from pandemics or other economic downturns, or specific market conditions in the
telecommunications and internet industries, any of which could have a material impact on us or on our customer base;
additions and changes in product offerings and our ability to ramp up and integrate new products within the time period we have forecasted;
restructuring charges or reversals of restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy or
otherwise;
the financial condition and credit risk of our customers;
the provision of customer discounts and credits;
the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
increasing repair and maintenance expenses in connection with aging IBX data centers;
lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our
ability to generate new revenue in markets which have otherwise reached capacity;
changes in employee stock-based compensation;
changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
changes in income tax benefit or expense; and
changes in or new GAAP as periodically released by the Financial Accounting Standards Board ("FASB").
Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations
and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future results of
operations. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our
expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses.
Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied
upon as indications of our future performance. In addition, our results of operations in one or more future quarters may fail to meet the expectations of securities
analysts or investors.
We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could
result in a significant reduction to our earnings.
In accordance with U.S. GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or
changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed
indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value
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of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.
We also periodically monitor the remaining net book values of our property, plant and equipment, including at the individual IBX data center level. Although
each individual IBX data center is currently performing in accordance with our expectations, the possibility that one or more IBX data centers could begin to
under-perform relative to our expectations is possible and may also result in non-cash impairment charges.
These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.
We have incurred substantial losses in the past and may incur additional losses in the future.
As of December 31, 2023, our retained earnings were $3.9 billion. We are currently investing heavily in our future growth through the build out of multiple
additional IBX data centers, expansions of IBX data centers and acquisitions of complementary businesses. As a result, we will incur higher depreciation and
other operating expenses, as well as transaction costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless
and until these new IBX data centers generate enough revenue to exceed their operating costs and cover the additional overhead needed to scale our business
for this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue to
offset the increased costs of our recently opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the
acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing, we have undertaken to fund our
growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we
operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Risks Related to Our Expansion Plans
Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our
business.
In order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility or acquire
suitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being
contemplated, in new and existing markets. These construction projects expose us to many risks which could have an adverse effect on our results of
operations and financial condition. The current global supply chain and inflation issues have exacerbated many of these construction risks and created additional
risks for our business. Some of the risks associated with construction projects include:
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construction delays;
power and power grid constraints;
lack of availability and delays for data center equipment, including items such as generators and switchgear;
unexpected budget changes;
increased prices for and delays in obtaining building supplies, raw materials and data center equipment;
labor availability, labor disputes and work stoppages with contractors, subcontractors and other third parties;
unanticipated environmental issues and geological problems;
delays related to permitting and approvals to open from public agencies and utility companies;
unexpected lack of power access;
delays in site readiness leading to our failure to meet commitments made to customers planning to expand into a new build; and
unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs
in order to make necessary modifications or retrofits.
We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, supply chain and logistic challenges,
and high demand in our sector. While we have invested in creating a reserve of materials to mitigate supply chain issues and inflation, it may not be sufficient
and ongoing delays,
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difficulty finding replacement products and continued high inflation could affect our business and growth and could have a material effect on our business.
Additional or unexpected disruptions to our supply chain, including in the event of any sustained regional escalation of the current conflict in the Middle East in
the area around the Red Sea or more broadly, or inflationary pressures could significantly affect the cost of our planned expansion projects and interfere with
our ability to meet commitments to customers who have contracted for space in new IBX data centers under construction.
Construction projects are dependent on permitting from public agencies and utility companies. Any delay in permitting could affect our growth. We are
currently experiencing permitting delays in most metros due to reduced production from labor availability. While we don't currently anticipate any material long-
term negative impact to our business because of these construction delays, these types of delays and stoppages related to permitting from public agencies and
utility companies could worsen and have an adverse effect on our bookings, revenue or growth.
Additionally, all construction related projects require us to carefully select and rely on the experience of one or more designers, general contractors, and
associated subcontractors during the design and construction process. Should a designer, general contractor, significant subcontractor or key supplier
experience financial problems or other problems during the design or construction process, we could experience significant delays, increased costs to complete
the project and/or other negative impacts to our expected returns.
Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination
of high-power capacity and fiber connectivity, or selection may be limited. We expect that we will continue to experience limited availability of power and grid
constraints in many markets as well as shortages of associated equipment because of the current high demands and finite nature of these resources. These
shortages could result in site selection challenges, construction delays or increased costs. Thus, while we may prefer to locate new IBX data centers adjacent to
our existing locations, it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may
provide metro connect solutions to connect these two IBX data centers. Should these solutions not provide the necessary reliability to sustain connection, or if
they do not meet the needs of our customers, this could result in lower interconnection revenue and lower margins and could have a negative impact on
customer retention over time.
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
Over the last several years, we have completed numerous acquisitions, including most recently that of five data centers in Peru and Chile from Entel in
2022, MainOne in West Africa in 2022, and GPX Global Systems, Inc.'s India operations in 2021. We expect to make additional acquisitions in the future, which
may include (i) acquisitions of businesses, products, solutions or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or
real estate for development of new IBX data centers; (iii) acquisitions through investments in local data center operators; or (iv) acquisitions in new markets with
higher risk profiles. We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring
additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing
stockholders and have a negative effect on our earnings per share). Acquisitions expose us to potential risks, including:
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the possible disruption of our ongoing business and diversion of management's attention by acquisition, transition and integration activities, particularly
when multiple acquisitions and integrations are occurring at the same time or when we are entering an emerging market with a higher risk profile;
our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating
efficiencies or cost savings;
the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing as a result of:
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inaccuracy or breach of the representations and warranties of, or the non-compliance with covenants by, either party;
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the nonreceipt of closing documents; or
for other reasons;
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the possibility that there could be a delay in the completion of an acquisition, which could, among other things, result in additional transaction costs, loss
of revenue or other adverse effects resulting from such uncertainty;
the possibility that our projections about the success of an acquisition could be inaccurate and any such inaccuracies could have a material adverse
effect on our financial projections;
the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may
terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future
business relationships with us;
the possibility that we could lose key employees from the acquired businesses;
the possibility that we may be unable to integrate certain IT systems that do not meet Equinix's standard requirements with respect to security, privacy or
any other standard;
the potential deterioration in our ability to access credit markets due to increased leverage;
the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than
anticipated;
the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or
at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic
benefits of an acquisition or have other adverse effects on our current business and operations;
the possible loss or reduction in value of acquired businesses;
the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners,
particularly in light of our desire to maintain our qualification for taxation as a REIT;
the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or
maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the
same time;
the possibility that future acquisitions may trigger property tax reassessments resulting in a substantial increase to our property taxes beyond that which
we anticipated;
the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed and we may become subject to
complex requirements and risks with which we have limited experience;
the possibility that future acquisitions may appear less attractive due to fluctuations in foreign currency rates;
the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
the possibility of litigation or other claims in connection with, or as a result of, an acquisition, or inherited from the acquired company, including claims
from terminated employees, customers, former stockholders or other third parties;
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the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction;
the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, tax liability, environmental liability or
asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process;
the possibility that we receive limited or incorrect information about the acquired business in the diligence process; and
the possibility that we do not have full visibility into customer agreements and customer termination rights during the diligence process which could
expose us to additional liabilities after completing the acquisition.
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows. If an
acquisition does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted, and we will not recognize the
anticipated benefits of the acquisition.
We cannot assure that the price of any future acquisitions of IBX data centers or businesses will be similar to prior IBX data center acquisitions and
businesses. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace
with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses.
There is no assurance we would successfully overcome these risks, or any other problems encountered with these acquisitions.
The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
We have entered into joint ventures to develop and operate data centers (the “Joint Ventures”). Certain sites that are intended to be utilized in Joint
Ventures require investment for development. The success of these Joint Ventures will also depend, in part, on the successful development of the data center
sites, and we may not realize all of the anticipated benefits. Such development may be more difficult, time-consuming or costly than expected and could result in
increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact our business,
financial condition and results of operations. Additionally, if it is determined these sites are no longer desirable for the Joint Ventures, we would need to adapt
such sites for other purposes.
We may not realize all of the anticipated benefits from our Joint Ventures. The success of these Joint Ventures will depend, in part, on the successful
partnership between Equinix and our Joint Venture partners. Such a partnership is subject to risks as outlined below in our risk factor related to Joint Ventures,
and more generally, to the same types of business risks as would impact our IBX data center business. A failure to successfully partner, or a failure to realize
our expectations for the Joint Ventures, including any contemplated exit strategy from a Joint Venture, could materially impact our business, financial condition
and results of operations. These Joint Ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable
terms or at all, an inability to fill the xScale sites with customers as planned, and development and construction delays, including those we are currently
experiencing in many markets globally.
Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such
joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests
that are inconsistent with our business interests.
In addition to our current and proposed Joint Ventures, we may co-invest with other third parties through partnerships, joint ventures or other entities in the
future. These joint ventures could result in our acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or
portfolio of properties, partnership, joint venture or other entity. We may be subject to additional risks, including:
• we may not have the right to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity;
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if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose to or be required to contribute such capital;
our partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a
position to take actions contrary to our policies or objectives;
our joint venture partners may take actions that are not within our control, which could require us to dispose of the joint venture asset, transfer it to a
taxable REIT subsidiary ("TRS") in order to maintain our qualification for taxation as a REIT, or purchase the partner's interests or assets at an above-
market price;
our joint venture partners may take actions unrelated to our business agreement but which reflect poorly on us because of our joint venture relationship;
disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing
their time and effort on our day-to-day business;
• we may in certain circumstances be liable for the actions of our third-party partners or guarantee all or a portion of the joint venture's liabilities, which may
require us to pay an amount greater than its investment in the joint venture;
we may need to change the structure of an established joint venture or create new complex structures to meet our business needs or the needs of our
partners which could prove challenging; and
a joint venture partner's decision to exit the joint venture may not be at an opportune time for us or in our business interests.
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Each of these factors may result in returns on these investments being less than we expect or in losses, and our financial and results of operations may be
adversely affected.
If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and
results of operations would be adversely impacted.
For the years ended December 31, 2023, 2022 and 2021, we recognized approximately 63%, 61% and 61%, respectively, of our revenues outside the U.S.
We currently operate outside of the U.S. in Canada, Mexico, South America, the Asia-Pacific region and, the EMEA region.
In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in
foreign jurisdictions may present unanticipated challenges to us.
Our international operations are generally subject to a number of additional risks, including:
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the costs of customizing IBX data centers for foreign countries;
protectionist laws and business practices favoring local competition;
greater difficulty or delay in accounts receivable collection;
difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers' councils;
difficulties in managing across cultures and in foreign languages;
political and economic instability;
fluctuations in currency exchange rates;
difficulties in repatriating funds from certain countries;
our ability to obtain, transfer or maintain licenses required by governmental entities with respect to our business;
unexpected changes in regulatory, tax and political environments;
difficulties in procuring power;
trade wars;
changes in the government and public administration in emerging markets that may impact the stability of foreign investment policies;
our ability to secure and maintain the necessary physical and telecommunications infrastructure;
compliance with anti-bribery and corruption laws;
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compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury, the Bureau of
Industry and Security of the US Department of Commerce and other enforcement agencies in other jurisdictions around the world including those related
to the Russian and Ukrainian war;
compliance with changing laws, policies and requirements related to sustainability;
increasing scrutiny on the operational resilience of data centers, especially in countries where data centers are designated as critical national
infrastructure and/or essential ICT service providers;
increasing resistance to data center presence and expansion by local communities;
compliance with evolving cybersecurity laws including reporting requirements; and
compliance with evolving governmental regulation.
Further, if we cannot effectively manage the challenges associated with our international operations and expansion plans, we could experience a delay in
our expansion projects or a failure to grow. Expansion challenges and international operations failures could also materially damage our reputation, our brand,
our business and results of operations. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.
We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these
investments.
We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already
announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months in advance of
securing customer contracts, and we may not have sufficient customer demand in those markets to support these IBX data centers once they are built. In
addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new
IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these
investments.
Risks Related to Our Capital Needs and Capital Strategy
Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
We have a significant amount of debt and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund future
acquisitions, any future special distributions, regular distributions or the other cash outlays associated with maintaining our qualification for taxation as a REIT.
As of December 31, 2023, our total indebtedness (gross of debt issuance cost and debt discount) was approximately $16.1 billion, our stockholders' equity was
$12.5 billion and our cash and cash equivalents totaled $2.1 billion. In addition, as of December 31, 2023, we had approximately $3.9 billion of additional liquidity
available to us from our $4.0 billion revolving credit facility. In addition to our substantial debt, we lease many of our IBX data centers and certain equipment
under lease agreements, some of which are accounted for as operating leases. As of December 31, 2023, we recorded operating lease liabilities of $1.5 billion,
which represents our obligation to make lease payments under those lease arrangements.
Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, they
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require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other
off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion
strategy and other general corporate requirements;
increase the likelihood of negative outlook from our credit rating agencies, or of a downgrade to our current rating;
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increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;
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increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;
limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with
our competitors;
limit our operating flexibility through covenants with which we must comply;
limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our
business; and
• make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely
hedged such variable rate debt.
The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the
terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of
refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could
materially adversely affect our financial condition, cash flows and results of operations.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any
shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In November 2022 and as amended in October 2023, we
established an "at the market" equity offering program (the "2022 ATM Program") in the amount of $1.5 billion under which we may, from time to time, issue and
sell shares of our common stock to or through sales agents up to established limits. As of December 31, 2023, we had approximately $469.7 million available for
sale under the 2022 ATM Program. We have refreshed our ATM program in the past and expect to refresh our ATM program periodically, which could lead to
additional dilution for our stockholders in the future. We may also seek authorization to sell additional shares of common stock through other means which could
lead to additional dilution for our stockholders. Please see Note 12 within the Consolidated Financial Statements of this Annual Report on Form 10-K for sales of
our common stock under our ATM programs.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be
limited.
Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REIT
distribution requirements, are, and will continue to be, a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equity
financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity
financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our
results of operations.
Our derivative transactions expose us to counterparty credit risk.
Our derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial
markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of their derivative contract and
we may not be able to realize the benefit of the derivative contract.
Risks Related to Environmental Laws and Climate Change Impact
Environmental regulations may impose upon us new or unexpected costs.
We are subject to various federal, state and local environmental and health and safety laws and regulations in the United States and at our non-U.S.
locations, including those relating to the generation, storage, handling and
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disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for
investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous
substances into the environment. Our operations involve the use of hazardous substances and other regulated materials such as petroleum fuel for emergency
generators, as well as batteries, cleaning solutions, refrigerants and other materials. At some of our locations, hazardous substances or regulated materials are
known to be present in soil or groundwater, and there may be additional unknown hazardous substances or regulated materials present at sites that we own,
operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of
the sites. To the extent any hazardous substances or any other substance or material must be investigated, cleaned up or removed from our property, we may
be responsible under applicable laws, permits or leases for the investigation, removal or cleanup of such substances or materials, the cost of which could be
substantial.
We purchase significant amounts of electricity from generating facilities and utility companies. These facilities and utility companies are subject to
environmental laws, regulations, permit requirements and policy decisions that could be subject to material change, which could result in increases in our
electricity suppliers' compliance costs that may be passed through to us. Regulations promulgated by the U.S. EPA or state agencies, or by regulators in other
countries, could limit air emissions from fossil fuel-fired power plants, restrict discharges of cooling water, limit the availability of potable water and otherwise
impose new operational restraints on power plants that could increase costs of electricity. Regulatory programs intended to promote increased generation of
electricity from renewable sources may also increase our costs of procuring electricity. In addition, we are directly subject to environmental, health and safety
laws regulating air emissions, storm water management and other environmental matters arising in our business. For example, our emergency generators are
subject to state, federal and country-specific regulations governing air pollutants, which could limit the operation of those generators or require the installation of
new pollution control technologies. While environmental regulations do not normally impose material costs upon our operations, unexpected events, equipment
malfunctions, human error and changes in law or regulations, among other factors, can lead to additional capital requirements, limitations upon our operations
and unexpected increased costs.
Regulation of greenhouse gas ("GHG") emissions could increase our costs of doing business, for example by increasing the cost of electricity produced by
more GHG-intensive means (e.g., generated from fossil fuels), which could require the use of management or reduction of GHG emissions (e.g., carbon dioxide
capture), or by imposing taxes or fees upon electricity or GHG emissions. In recent years, there has been interest in the U.S. and in countries where we operate
abroad in regulating GHG emissions and otherwise addressing risks related to climate change. For example, in the U.S., new regulations and legislation have
been proposed or enacted during the Biden Administration that limit or otherwise seeks to discourage carbon dioxide emissions and the use of fossil fuels. Such
regulations and legislation have included or may in the future include measures ranging from direct regulation of GHG emissions to "carbon taxes," and tax
incentives to promote the development and use of renewable energy and otherwise lower GHG emissions. Other countries in which we operate may also
impose requirements and restrictions on GHG emissions.
Governmental regulations also have the potential to increase our costs of obtaining electricity. Certain U.S. states in which we operate have issued or are
considering and may enact environmental regulations that could materially affect our facilities and electricity costs. For example, California limits GHG emissions
from new and existing conventional power plants by imposing regulatory caps and by auctioning the rights to emission allowances. Multiple other states have
issued regulations (or are considering regulations) to implement carbon cap and trade programs, carbon pricing programs and other mechanisms designed to
limit GHG emissions.
To date, regulations aimed at reducing GHG emissions have not had a material adverse effect on our electricity costs, but potential new regulatory
requirements and the market-driven nature of some of the programs could have a material adverse effect on electricity costs in the future. Global environmental
regulations are expected to continue to change and evolve and may impose upon us new or unexpected costs. Concern about climate change and sustainability
in various jurisdictions may result in more stringent laws and regulatory requirements regarding emissions of carbon dioxide or other GHGs. Restrictions on
carbon dioxide or other GHG emissions could result in significant increases in operating or capital costs, including higher energy costs generally, and increased
costs from carbon taxes, emission cap and trade programs and renewable portfolio standards that are imposed upon our electricity suppliers. These higher
energy costs, and the cost of complying across our global platform or of failing to comply with these and any other climate change regulations, may have an
adverse effect on our business and our results of operations. The course of future legislation and regulation in the U.S. and abroad remains difficult to
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predict and the potential increased costs associated with national or supra-national GHG regulation and other government policies cannot be estimated at this
time.
Our business may be adversely affected by physical risks related to climate change and our response to it.
Severe weather events, such as droughts, wildfires, flooding, heat waves, hurricanes, typhoons and winter storms, pose a threat to our IBX data centers
and our customers' IT infrastructure through physical damage to facilities or equipment, power supply disruption, and long-term effects on the cost of electricity.
The frequency and intensity of severe weather events are reportedly increasing as part of broader climate changes. Changes in global weather patterns may
also pose long-term risks of physical impacts to our business.
We maintain disaster recovery and business continuity plans that would be implemented in the event of severe weather events that interrupt our business or
affect our customers' IT infrastructure housed in our IBX data centers. While these plans are designed to allow us to recover from natural disasters or other
events that can interrupt our business, we cannot be certain that our plans will work as intended to mitigate the impacts of such disasters or events. Failure to
prevent impact to customers from such events could adversely affect our business.
We may fail to achieve our Environmental, Social and Governance ("ESG") and sustainability goals, or may encounter objections to them, either of
which may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other
stakeholders.
We have prioritized sustainability and ESG objectives, including long term goals of procuring 100% clean and renewable energy coverage and reducing our
GHG emissions from our operations and supply chain. We also face pressure from our customers, stockholders and other stakeholders, such as the
communities in which we operate, who are increasingly focused on climate change, to prioritize renewable energy procurement, reduce our carbon footprint and
promote sustainable practices. To address these goals and concerns, where possible, we plan to continue to scale our renewable energy strategy, seek low-
carbon alternatives for traditional fuel sources, use refrigerants that pose fewer risks of environmental impact, and pursue opportunities to improve energy and
water efficiency. As a result of these and other initiatives, we intend to make progress towards reducing our environmental impact and global carbon footprint,
meet our public climate related commitments, as well as ensuring that our business remains viable in a low-carbon economy.
Pursuing these objectives involves additional costs for conducting our business. For example, developing and acting on ESG initiatives, including collecting,
measuring, and reporting information, goals and other metrics can be costly, difficult and time consuming. We have separately undertaken efforts to procure
coverage from renewable energy projects in order to support availability of new renewables development. These efforts to support and enhance renewable
electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional electricity from existing
sources or through conventional grids. Reducing our carbon footprint may require physical or operational modifications that may be costly. These initiatives
could adversely affect our financial position and results of operations.
There is also a risk that our ESG and sustainability objectives will not be successful. It is possible that we may fail to reach our stated environmental goals in
a timely manner or that our customers, stockholders or members of our communities might not be satisfied with our sustainability efforts or the speed of their
adoption. Our customers, shareholders or others may object to our ESG and sustainability objectives or the manner in which we seek to achieve such
objectives. A failure to meet our environmental goals, or significant controversy regarding these goals and how we achieve them, could adversely affect public
perception of our business, employee morale or customer, stockholder or community support. If we do not meet our customers' or stockholders' expectations
regarding those initiatives, or lose support in our communities, our business and/or our share price could be harmed.
There is some indication that ESG and sustainability goals are becoming more controversial, as some governmental entities in the U.S. and certain investor
constituencies question the appropriateness of or object to ESG and sustainability initiatives. Some investors may use ESG-related factors to guide their
investment strategies and may choose not to invest in us, a factor that would tend to reduce demand for our shares and possibly affect our share price
adversely. We also may face potential governmental enforcement actions or private litigation challenging our ESG and sustainability goals, or our disclosure of
those goals and our metrics for measuring achievement of them. New or changing regulation or public opinion regarding our ESG and sustainability goals or
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our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise
result in obligations and liabilities that cannot predicted or estimated at this time.
Risks Related to Certain Regulations and Laws, Including Tax Laws
Geopolitical events contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations
in the countries in which we operate, we may be subject to litigation and/or sanctions, adverse revenue impacts, increased costs and our business
and results of operations could be negatively impacted.
Geopolitical events, such as the United Kingdom's withdrawal from the European Union ("Brexit"), the Hong Kong national security law, the trade war
between the U.S. and China, the war between Russia and Ukraine and, most recently, the escalation of the ongoing conflict in the Middle East, could have a
negative effect on our business domestically and/or internationally. While some time has passed since some of these events first occurred, it remains
unpredictable how these events will continue to develop and impact the environment in which we do business.
In addition, many countries and states have increasingly taken a more proactive approach on sustainability through the adoption of regulations that oblige
corporations to make disclosures on their corporate sustainability efforts through mandatory ESG reporting and to decarbonize their operations and supply
chain. It is possible that compliance with the sustainability-related regulations and directives will require us to re-evaluate and make changes to our current
operations and our supply chain and thus increase our cost of doing business in the relevant affected regions or countries. We may incur incremental costs to
enhance our internal systems to collect the data needed to meet these regulatory requirements, including attestation standards.
In countries where there are shortages of power, land and water resources, local governments have and/or will be imposing more stringent regulations and
requirements to control the growth and development of data centers in their countries. New builds and further expansion of data center operations in such
markets are increasingly being evaluated and approvals (where required) may only be granted where a data center operator is not only able to demonstrate that
it is efficient in its use of energy and water but also that its operations have and/or will bring positive and significant environmental, economic and social impact
to the country and the local community.
Digitalization has been accelerated in many countries as a direct consequence of the pandemic and regulators are increasingly aware and recognizing the
importance of data centers in ensuring the availability, resiliency, security and stability of digitalized critical services such as national security, healthcare and
financial and banking services. Regulations such as the US Cyber Incident Reporting for Critical Infrastructure Act of 2022 (“CIRCIA 2022”), the SEC
Cybersecurity Disclosure Rule, the EU Network and Information Security Directive No.2 (“NISD2”), the EU Digital Operational Resilience Act, and Australia’s
Security of Critical Infrastructure Act 2018 make it mandatory for Equinix to comply with more stringent requirements related to cybersecurity, controls on data
storage and cross border data transfer and operational resilience, more so, in countries where our entities and/or IBXs are designated as critical information or
critical national infrastructure. Regulatory compliance may lead to additional costs and impact returns on investments in the relevant jurisdictions.
With respect to the current trade war between the U.S. and China, we have several customers in China named in restrictive executive orders by the
previous U.S. administration that are currently covered by a freeze issued by the current U.S. administration or currently enjoined from enforcement subject to
pending litigation. If Equinix is required to cease business with these companies, or additional companies in the future, our revenues could be adversely
affected.
Additionally, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may
restrict or limit our ability to engage in transactions or dealings with certain counterparties, in or with certain countries or territories, or in certain activities. We
cannot guarantee compliance with all such laws and regulations, and failure to comply with such laws and regulations could expose us to fines, penalties, or
costly and expensive investigations.
Violations of any of applicable domestic or international laws and regulations could result in fines, criminal sanctions against us, our officers or our
employees, and prohibitions on the conduct of our business. Any such
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violations could include prohibitions on our ability to provide our offerings in one or more countries, could delay or prevent potential acquisitions, and could also
materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and results of
operations.
Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.
Various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and
information technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal Communications
Commission ("FCC") recently overturned network neutrality rules, which may result in material changes in the regulations and contribution regime affecting us
and our customers. Furthermore, the U.S. Congress and state legislatures are reviewing and considering changes to the new FCC rules making the future of
network neutrality uncertain. Changes to these laws and regulations could have a material adverse effect on us and our customers. We expect there may also
be forthcoming regulation in areas of regulating the responsible use of artificial intelligence, such as the proposed EU Artificial Intelligence Act and the
introduction of heightened measures to be adopted with respect to cybersecurity, data privacy, sustainability, taxation and data security, any of which could
impact us and our customers.
We remain focused on whether and how existing and changing laws, such as those governing intellectual property, privacy, libel, telecommunications
services, data flows/data localization, carbon emissions impact, competition and antitrust, and taxation apply to our business and those which might have a
material effect on our customers’ decisions to purchase our solutions. Substantial resources may be required to comply with regulations or bring any non-
compliant business practices into compliance with such regulations. In addition, the continuing development of the market for online commerce and the
displacement of traditional telephony service by the internet and related communications services may prompt an increased call for more stringent consumer
protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service
providers.
Our business was designated "critical infrastructure" or "essential services" which allowed our data centers to remain open in many jurisdictions during the
COVID-19 pandemic. Any regulations restricting our ability to operate our business for any reason could have a material adverse effect on our business.
Additionally, these "essential services" and "critical infrastructure" designations could lead countries or local regulators to impose additional regulations on the
data center industry in order to have better visibility and control over our industry for future events and crises.
We strive to comply with all laws and regulations that apply to our business. However, as these laws evolve, they can be subject to varying interpretations
and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in
compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. The
adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect
on our business, financial condition and results of operations.
Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial
statements and cash taxes.
We are a U.S. company with global subsidiaries and are subject to income and other taxes in the U.S. (although currently limited due to our taxation as a
REIT) and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income and other taxes. Although we believe
that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that
additional taxes will not be due upon audit of our tax returns or as a result of changes to the tax laws and interpretations thereof. For example, we are currently
undergoing audits in a number of jurisdictions where we operate. The final results of these audits are uncertain and may not be resolved in our favor.
The Organization for Economic Co-operation and Development ("OECD") is an international association made up of over 30 countries including the U.S.
The OECD has proposed and made numerous changes to long-standing tax principles, which, if adopted by the member countries, could have a materially
adverse effect on our tax liabilities. For example, it has proposed a framework to implement a global minimum tax of 15% for businesses with
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global revenues and profits above certain thresholds (referred to as Pillar Two). The framework includes a mechanism empowering foreign jurisdictions to levy a
top-up tax on our profits in the U.S. Certain aspects of Pillar Two became effective January 1, 2024, and the rest of the new tax regime will become effective
January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain countries in which we operate have partially adopted
Pillar Two, and other countries are in the process of introducing legislation to adopt the new tax regime. We are continuing to evaluate the impacts of the
development in the jurisdictions in which we operate.
The COVID-19 pandemic led to increased spending by many governments in the past years. Because of this, there could be pressure to increase taxes in
the future to pay back debts and generate revenues. The nature and timing of any future changes to each jurisdiction's tax laws and the impact on our future tax
liabilities cannot be predicted with any accuracy, but could materially and adversely impact our results of operations and financial position or cash flows.
Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
We maintain a complex global organizational structure, containing numerous legal entities of varied types and serving various purposes, in each country in
which we operate. For example, to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, we use TRSs and qualified REIT
subsidiaries ("QRSs") in order to segregate our income between net income from real estate and net income from other non-real estate activities. This results in
significantly more entities than we might otherwise utilize if we were not having to maintain our qualification for taxation as a REIT in the U.S.
Additionally, we maintain certain other region-specific organizational structures for various tax, legal and other business purposes. The organization,
maintenance and reporting requirements for our entity structure are complex and require coordination amongst many teams within Equinix and the use of
outside service providers. While we use automation tools and software where possible to manage this process, a meaningful amount of work continues to be
manual. We believe we have adequate controls in place to manage these complex structures, but if our controls fail, there could be significant legal and tax
implications to our business and our operations including but not limited to material tax and legal liabilities.
Risks Related to Our REIT Status in the U.S.
We may not remain qualified for taxation as a REIT.
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. We believe that our organization and method
of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue
to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified. Qualification
for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as various factual determinations
concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions of
the Code.
If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:
• we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
• we will be subject to U.S. federal and state income tax on our taxable income at regular corporate income tax rates; and
• we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a
REIT.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for
taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for
investment and distributions to stockholders could be reduced.
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As a REIT, failure to make required distributions would subject us to federal corporate income tax.
We paid quarterly distributions in each quarter of 2023 and have declared a quarterly distribution for the fourth quarter of 2023 to be paid on March 20,
2024. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors. To remain
qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid
deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or
substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that
approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to
fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income
and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which
Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt
service or amortization payments.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal
corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if
the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.
Complying with REIT requirements may limit our flexibility or cause us to forgo otherwise attractive opportunities.
To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of our
income, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 20% of the
value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may
affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, in order to maintain our qualification for taxation as a
REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital
gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federal income tax at regular corporate income tax rates for our
undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate income tax rates for income recognized by our TRSs; we also pay
taxes in the foreign jurisdictions in which our international assets and operations are held and conducted regardless of our qualification for taxation as a REIT.
Because of these distribution requirements, we will likely not be able to fund future capital needs and investments from operating cash flow. As such,
compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significant nonqualifying assets and the
material expansion of non-real estate activities.
Our use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT in the U.S.
Our operations utilize TRSs to facilitate our qualification for taxation as a REIT. The net income of our TRSs is not included in our REIT taxable income
unless it is distributed by an applicable TRS, and income that is not included in our REIT taxable income generally is not subject to the REIT income distribution
requirement. Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a
REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our
gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs
may be limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs.
Further, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs
could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in our TRSs to
exceed 20% of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the
fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas, and a material
change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.
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The Code imposes limitations on the ability of our TRSs to utilize specified income tax deductions, including limits on the use of net operating losses and
limits on the deductibility of interest expense.
Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which
will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, including taxes on any undistributed
income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or
penalty tax, which could be significant in amount, in respect of dealer property income or in order to utilize one or more relief provisions under the Code to
maintain our qualification for taxation as a REIT.
A portion of our business is conducted through wholly owned TRSs because certain of our business activities could generate nonqualifying REIT income as
currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition, our
international assets and operations will continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are
conducted. Any of these taxes would decrease our earnings and our available cash.
We will also be subject to a U.S. federal corporate level income tax at the highest regular corporate income tax rate on gain recognized from a sale of a
REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we or our
QRSs hold following the liquidation or other conversion of a former TRS). This tax is generally applicable to any disposition of such an asset during the five-year
period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first
held the asset as a REIT asset.
Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving
our qualification for taxation as a REIT.
In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or
constructively, by five or fewer individuals at any time during the last half of each taxable year. In addition, rents from "affiliated tenants" will not qualify as
qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject
to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the
outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any
class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to
facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a
group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our
outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity or
another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any
of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even
though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification
for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor
and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules
described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.
In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for
our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more
difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.
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General Risk Factors
The effects of a pandemic (including COVID-19) could have a negative effect on our business, results of operations and financial condition.
We continuously monitored our global operations in light of the COVID-19 pandemic. We implemented procedures focusing on the health and safety of our
employees, customers, partners and communities, the continuity of our business offerings and compliance with governmental regulations and local public health
guidance and ordinances. While our business operations continued without interruption and our IBX data centers remained fully operational to date, we cannot
guarantee our business operations or our IBX data centers will not be negatively impacted in the future because of another pandemic, including one related to
COVID-19.
The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
The market price of the shares of our common stock has recently been and may continue to be highly volatile. General economic and market conditions, like
the ones we are currently experiencing, and market conditions for telecommunications, data center and REIT stocks in general, may affect the market price of
our common stock.
Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These
may relate to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our results of operations or forecasts;
new issuances of equity, debt or convertible debt by us, including issuances through any existing ATM Program;
increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
changes to our capital allocation, tax planning or business strategy;
our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
changes in U.S. or foreign tax laws;
changes in management or key personnel;
developments in our relationships with customers;
announcements by our customers or competitors;
changes in regulatory policy or interpretation;
governmental investigations;
changes in the ratings of our debt or stock by rating agencies or securities analysts;
our purchase or development of real estate and/or additional IBX data centers;
our acquisitions of complementary businesses; or
the operational performance of our IBX data centers.
The stock market has from time-to-time experienced extreme price and volume fluctuations, which have particularly affected the market prices for
telecommunications companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the
market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as
a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or
seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the
market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities
class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages,
and divert management's attention from other business concerns, which could seriously harm our business.
Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and
inappropriate financial decisions.
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Our financial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates, our ability
to remain qualified for taxation as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, pay
dividends and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management
believes to be reasonable under the circumstances and at the time they are made.
We continue to evolve our forecasting models as necessary and appropriate but if our predictions are inaccurate and our results differ materially from our
forecasts, we could make inappropriate financial decisions. Additionally, inaccuracies in our models could adversely impact our compliance with REIT asset
tests, future profitability, stock price and/or stockholder confidence.
Fluctuations in foreign currency exchange rates, especially the strength of the U.S. dollar, in the markets in which we operate internationally could
harm our results of operations.
We have experienced and may continue to experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority
of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. Dollars, our sales and
revenues could be adversely affected by declines in foreign currencies relative to the U.S. Dollar, thereby making our offerings more expensive in local
currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the
extent we are paying contractors in foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. Dollar relative to
foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S.
Dollars.
Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currency
transaction exposure, we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict our ability
to enter into hedging transactions. Therefore, any weakness of the U.S. Dollar may have a positive impact on our consolidated results of operations because
the currencies in the foreign countries in which we operate may translate into more U.S. Dollars. However, as we have experienced more recently, if the U.S.
Dollar strengthens relative to the currencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be
negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. Dollars. For additional information on foreign currency risks, refer to
our discussion of foreign currency risk in "Quantitative and Qualitative Disclosures about Market Risk" included in Item 2 of this Annual Report on Form 10-K.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2022, in compliance with Section 404 of the Sarbanes-Oxley
Act of 2002, our internal controls over financial reporting were effective. Our ability to manage our operations and growth through, for example, the integration of
recently acquired businesses, the adoption of new accounting principles and tax laws, and our overhaul of our back-office systems that, for example, support the
customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop our controls and reporting
systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of
these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our internal controls
over financial reporting. If, in the future, our internal control over financial reporting is found to be ineffective, or if a material weakness is identified in our controls
over financial reporting, our financial results may be adversely affected. Investors may also lose confidence in the reliability of our financial statements which
could adversely affect our stock price.
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Terrorist activity, or other acts of violence, including violence stemming from the current climate of political and economic uncertainty, could
adversely impact our business.
The continued threat of terrorist activity and other acts of war or hostility both domestically and abroad by terrorist organizations, organized crime
organizations, or other criminals along with violence stemming from political unrest, contribute to a climate of political and economic uncertainty in many of the
regions in which we operate. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security,
including cybersecurity and physical security, which could have a material adverse effect on our business and results of operations. These circumstances may
also adversely affect our ability to attract and retain customers and employees, our ability to raise capital and the operation and maintenance of our IBX data
centers.
We may be subject to securities class action and other litigation, which may harm our business and results of operations.
We may be subject to securities class action or other litigation. For example, securities class action litigation has often been brought against a company
following periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management's attention and resources. Results
cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief. Further, any payments made in
settlement may directly reduce our revenue under U.S. GAAP and could negatively impact our results of operations for the period. For all of these reasons,
litigation could seriously harm our business, results of operations, financial condition or cash flows.
We may not be able to protect our intellectual property rights.
We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary
information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the
risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay
damages, develop non-infringing intellectual property or acquire licenses to the intellectual property that is the subject of the alleged infringement.
We have various mechanisms in place that may discourage takeover attempts.
Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger,
acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:
•
•
•
•
•
•
ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share
ownership;
authorization for the issuance of "blank check" preferred stock;
the prohibition of cumulative voting in the election of directors;
limits on the persons who may call special meetings of stockholders;
limits on stockholder action by written consent; and
advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder
meetings.
In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain
situations, may also discourage, delay or prevent someone from acquiring or merging with us.
ITEM 1B. Unresolved Staff Comments
There is no disclosure to report pursuant to Item 1B.
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ITEM 1C. Cybersecurity
Equinix Risk Management and Strategy
Equinix has processes for assessing, identifying, and managing material risks from cybersecurity threats, both integrated into our Governance, Risk and
Compliance Program (the “GRC Program”) and existing within our Information Security function (“InfoSec”) led by our Chief Information Security Officer
(“CISO”).
The foundation of risk oversight at Equinix is our Governance, Risk and Compliance Committee (“GRCC”), led by our Chief Compliance Officer, and
overseen by the Nominating and Governance Committee of our Board. The GRCC is a global, cross-functional group currently comprised of our most senior
leaders, across functions such as Legal, Compliance and Risk Management. The GRCC considers enterprise and emerging risks via Equinix’s Enterprise Risk
Management Program (the “ERM Program”). Our ERM Program focuses on the identification, assessment, management, monitoring and reporting of key
business risks. Risk identification involves periodic risk surveys and/or risk interviews with key business process owners and executives to identify key strategic,
operational, financial, regulatory, compliance and external risks at the enterprise level. We completed a global risk assessment in 2023 to identify enterprise
risks. In addition, the ERM Program also includes an Emerging Risks Team of business leaders at Equinix, representing a majority of business functions, that
meets monthly to identify fast-moving, potentially impactful risks.
The GRCC prioritizes top enterprise and emerging risks for reporting to, and dialogue with, our executive staff at least quarterly, and from this discussion,
risks are presented to the Nominating and Governance Committee to consider for further assessment and report-out either to a committee or the full Board as
appropriate.
The ERM Program works with those responsible for a given area of risk to gather, evaluate, and prioritize risk information for this assessment process
through use of an enterprise risk profile document. Top risks, including those related to cybersecurity, are evaluated through a detailed risk assessment, and the
risks are reexamined periodically as needed.InfoSec performs an annual refresh of an information security risk profile document as required by this process,
and the results of such assessment are reported out for escalation, prioritization and reporting on an annual basis.
Cybersecurity Risk Management and Strategy
Equinix cybersecurity risk management activities and outcomes are guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity
Framework (“CSF”) and assessed by a third party. In addition, our cybersecurity program is certified globally against the International Organization for
Standardization (“ISO”) 27001 standards. Currently, our cybersecurity program includes the following key categories of security controls with many security
capabilities serving under each category Governance, Access Control, Awareness and Training, Audit and Accountability, Configuration Management,
Contingency Planning, Incident Response, Data Security, Continuous Monitoring, Maintenance Controls, Media Protection, Physical Protections, Risk
Assessment, Third-Party Risk Management, System and Communications Projection, and System and Information Integrity.
Equinix has also implemented controls designed to identify and mitigate cybersecurity risk associated with our use of third-party service providers, such as
security risk assessments. We use a variety of inputs in such assessments, including information supplied by the third parties and regular monitoring.
Equinix conducts regular employee training on how to spot suspicious activity, educates employees on potential security risks, and periodically runs
simulations of cyber incidents for employees across various functions to assess and refine response capabilities. Equinix also offers a role-based security
certification for its software engineering employees.
Equinix’s cybersecurity risk management processes are carried out in the context of broader business objectives and are integrated into Equinix’s broader
risk management processes as described above in “Equinix Risk Management and Strategy”.
Equinix relies on its internal InfoSec team, and does not generally engage any consultants, auditors, or other third parties in connection with processes for
assessing, identifying and managing risks from cybersecurity threats. However, Equinix does regularly engage with law enforcement communities with the intent
to continuously improve and enhance its cybersecurity program.
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Board of Directors’ Oversight of Risks from Cybersecurity Threats
The Nominating and Governance Committee oversees our GRC Program per its charter, reviewing and considering developments related to the GRC
Program and reporting on the GRC Program’s activities and recommendations to the full Board.
Information security risks have been deemed by our Board to be of critical importance to Equinix, and thus the Nominating and Governance Committee
receives quarterly updates on cybersecurity and the full Board receives a briefing on cybersecurity at least annually. These briefings are conducted by our CISO
and members of the InfoSec leadership team, and cover topics such as key risk indicators, the status of strategic programs, operational updates and key
initiatives, past and future action plans, and InfoSec functional updates.
In the event of a material cybersecurity incident, the full Board would be convened on a frequent basis to receive updates and provide oversight.
Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats
The Information Security Steering Committee (“ISSC”) is a key element of our cybersecurity strategy. The ISSC is chaired by the CISO and comprises of a
cross-functional group from various functions in the company. The ISSC aims to align our security and compliance programs with business objectives.
Specifically, the ISSC (i) facilitates identification of risk-based priorities and trade offs; (ii) aims to ensure economies of scale and consistency of information
security and compliance across IT assets at the company.; (iii) reviews and approves information security policies; (iv) reviews requests for policy and risk
exceptions to provide a “Risk Acceptance Authorization”; and (v) serves as a communications channel and steward to cultivate a culture of trust across the
enterprise.
The ISSC currently meets quarterly. In addition, various subcommittees meet on an as-needed basis to address business needs.At the ISSC, topics such
as changes to the InfoSec risk register, notable issues, and information security projects are discussed.
Our CISO has extensive experience leading global security and IT organizations. He also serves on a public company board as an independent director
providing cybersecurity expertise. Team members supporting our program have relevant education and information security experience.
Risks From Cybersecurity Threats
Although we believe we have a robust program to protect against cybersecurity risks, we may not be able to prevent a cybersecurity incident that could have a
material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See
Item 1A. “Risk Factors” for further discussion of cybersecurity risks.
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ITEM 2. Properties
Our executive offices are located in Redwood City, California, with sales offices in several cities throughout the U.S. Our EMEA headquarters office is
located in Amsterdam, the Netherlands and we also have sales offices in several cities throughout EMEA. Our Asia-Pacific headquarters office is located in
Hong Kong and we also have sales offices in several cities throughout Asia-Pacific.
The following tables present the locations of our leased and owned IBX data centers and xScale
TM
data centers investments as of December 31, 2023, as
well as five data centers opened in January 2024.
AMERICAS
Leased
(1)
Owned
(1) (2)
Metro
Atlanta
Bogota
Boston
Calgary
Chicago
Culpeper
Dallas
Washington D.C./Ashburn
Denver
Houston
Kamloops
Lima
Los Angeles
Mexico City
Miami
Monterrey
Montreal
New York
Ottawa
Philadelphia
Rio de Janeiro
Saint John
Santiago
Sao Paulo
Seattle
Silicon Valley
Toronto
Vancouver
Winnipeg
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●
●
●
●
●
Table of Contents
Metro
Abidjan
Abu Dhabi
Accra
Amsterdam
Barcelona
Bordeaux
Dubai
Dublin
Dusseldorf
East Netherlands
Frankfurt
Geneva
Genoa
Hamburg
Helsinki
Istanbul
Lagos
Lisbon
London
Madrid
Manchester
Milan
Munich
Muscat
Paris
Sofia
Stockholm
Warsaw
Zurich
EMEA
Leased
(1)
Owned
(1) (2)
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
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Table of Contents
Metro
Adelaide
Brisbane
Canberra
Hong Kong
Kuala Lumpur
Melbourne
Mumbai
Osaka
Perth
Seoul
Shanghai
Singapore
Sydney
Tokyo
Asia-Pacific
Leased
(1)
Owned
(1) (2)
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
(1)
(2)
"●" denotes locations with one or more data centers.
Owned sites include IBX data centers subject to long-term ground leases.
The following table presents an overview of our portfolio of IBX data centers as of December 31, 2023:
Americas
EMEA
Asia-Pacific
Total
# of IBXs
(1)
Total Cabinet Capacity
(1)(2)
Cabinets
(1)
Billed
Cabinet Utilization %
(1)(3)
MRR per Cabinet
(4)
(1)
108
84
50
242
145,400
136,200
80,900
362,500
112,900
109,100
65,300
287,300
78 % $
80 %
81 %
2,527
1,991
2,104
(1)
(2)
(3)
(4)
Excludes 18 unconsolidated data centers (17 xScale data centers and the MC1 IBX data center) and includes the KL1 and SL4 data centers opened in January 2024.
The AB1, AC1, LG1, LG2, KL1 and SL4 data centers are included in the # of IBXs only.
Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBX data center,
depending on their space requirements.
The cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, taking into consideration power limitations.
MRR per cabinet represents average monthly recurring revenue recognized divided by the average number of cabinets billing during the fourth quarter of the year.
Americas MRR per cabinet excludes Infomart non-IBX tenant income and EMEA MRR per cabinet excludes MainOne revenue.
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The following table presents a summary of our significant IBX data center projects under construction as of December 31, 2023:
Property
Property Location
Target Open Date
Sellable Cabinets
Total Capex
(1)
(in Millions)
Americas:
MX2 phase III
NY11 phase IV
NY3 phase I
MI1 phase III
SP4 phase IV
MO2 phase I
ST2 phase II
RJ3 phase I
TR6 phase II
DA11 phase III
DC22 phase I
DC2 phase II
SP6 phase I
EMEA:
LG2 phase II
HH1 phase II
BA2 phase I
MU4 phase II
PA10 phase II
BX1 phase II & III & IV
JN1 phase I
IL4 phase I
MA5 phase II
SN1 phase I
LG2 phase III
LS2 phase I
LG3 phase I
LD10 phase IV
MD5 phase I
FR8 phase II
Asia-Pacific:
KL1 phase I
MB4 phase I
SL4 phase I
JH1 phase I
OS3 phase III
SY5 phase III
CN1 phase I
ME2 phase III
TY15 phase I
JK1 phase I
MB3 phase I
Mexico City
New York
New York
Miami
São Paulo
Monterrey
Santiago
Rio de Janeiro
Toronto
Dallas
Washington, D.C.
Washington, D.C.
São Paulo
Lagos
Hamburg
Barcelona
Munich
Paris
Bordeaux
Johannesburg
Istanbul
Manchester
Salalah
Lagos
Lisbon
Lagos
London
Madrid
Frankfurt
Kuala Lumpur
Mumbai
Seoul
Johor
Osaka
Sydney
Chennai
Melbourne
Tokyo
Jakarta
Mumbai
Total
(1)
Capital expenditures are approximate and may change based on final construction details.
48
Q2 2024
Q2 2024
Q3 2024
Q1 2025
Q1 2025
Q1 2025
Q1 2025
Q1 2025
Q2 2025
Q2 2025
Q4 2025
Q4 2025
Q1 2026
Q1 2024
Q2 2024
Q2 2024
Q2 2024
Q2 2024
Q3 2024
Q3 2024
Q3 2024
Q4 2024
Q4 2024
Q1 2025
Q1 2025
Q1 2025
Q3 2025
Q3 2025
Q1 2026
Q1 2024
Q1 2024
Q1 2024
Q2 2024
Q2 2024
Q2 2024
Q3 2024
Q3 2024
Q3 2024
Q4 2024
Q4 2024
1,200 $
550
1,200
1,050
750
725
425
550
900
2,000
2,125
425
1,125
13,025
150
325
650
750
700
800
700
1,125
775
125
275
625
225
850
1,700
1,400
11,175
450
350
475
500
600
2,675
850
1,500
1,200
575
1,375
10,550
34,750 $
56
87
250
86
22
79
46
94
123
186
260
36
110
1,435
9
9
56
22
32
64
21
64
39
14
29
53
22
63
115
193
805
16
3
6
38
20
121
65
39
115
32
86
541
2,781
ITEM 3. Legal Proceedings
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
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PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is quoted on the NASDAQ Global Select Market under the symbol of "EQIX." Our common stock began trading in August 2000. As of
January 31, 2024, we had 94,522,562 shares of our common stock outstanding held by approximately 239 registered holders. During the years ended
December 31, 2023 and 2022, we did not issue or sell any securities on an unregistered basis.
Stock Performance Graph
The graph set forth below compares the cumulative total stockholder return on Equinix's common stock between December 31, 2018 and December 31,
2023 with the cumulative total return of:
•
•
•
the S&P 500 Index;
the NASDAQ Composite Index; and
the FTSE NAREIT All REITs Index.
The graph assumes the investment of $100.00 on December 31, 2018 in Equinix's common stock and in each index, and assumes the reinvestment of
dividends, if any.
Equinix cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential future performance of
Equinix's common stock.
Notwithstanding anything to the contrary set forth in any of Equinix's previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Annual Report on Form 10-K or future filings made by Equinix under those statutes,
the stock performance graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into
any of those prior filings or into any future filings made by Equinix under those statutes.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
*$100 invested on 12/31/18 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
ITEM 6. [Reserved]
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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following commentary should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form
10-K. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties.
Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes,"
"anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of
certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are
not limited to, those discussed in "Liquidity and Capital Resources" and "Risk Factors" elsewhere in this Annual Report on Form 10-K. All forward-looking
statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking
statements.
Item 7 of this Form 10-K focuses on discussion of 2023 and 2022 items as well as 2023 results as compared to 2022 results. For the discussion of 2021
items and 2022 results as compared to 2021 results, please refer to Item 7 of our 2022 Form 10-K as filed with the SEC on February 17, 2023.
Our management's discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial
information from our management's perspective and is presented as follows:
• Overview
•
•
•
•
•
Results of Operations
Non-GAAP Financial Measures
Liquidity and Capital Resources
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements
Overview
We provide a global, vendor-neutral data center, interconnection and edge solutions platform with offerings that aim to enable our customers to reach
everywhere, interconnect everyone and integrate everything. Global enterprises, service providers and business ecosystems of industry partners rely on our IBX
data centers and expertise around the world for the safe housing of their critical IT equipment and to protect and connect the world's most valued information
assets. They also look to Platform Equinix for the ability to directly and securely
®
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interconnect to the networks, clouds and content that enable today's information-driven global digital economy. Our recent IBX data center openings and
acquisitions, as well as xScale data center investments, including those opened in January 2024, have expanded our total global footprint to 260 data
centers, including 17 xScale data centers and the MC1 data center that are held in unconsolidated joint ventures, across 71 markets around the world. We offer
the following solutions:
TM
•
•
•
•
premium data center colocation;
interconnection and data exchange solutions;
edge solutions for deploying networking, security and hardware; and
remote expert support and professional services.
Our interconnected data centers around the world allow our customers to increase information and application delivery performance to users, and quickly
access distributed IT infrastructures and business and digital ecosystems, while significantly reducing costs. Our global platform and the quality of our IBX data
centers, interconnection offerings and edge solutions have enabled us to establish a critical mass of customers. As more customers choose Platform Equinix for
bandwidth cost and performance reasons, it benefits their suppliers and business partners to colocate in the same data centers. This adjacency creates a
“network effect” that enables our customers to capture the full economic and performance benefits of our offerings. These partners, in turn, pull in their business
partners, creating a "marketplace" for their services. Our global platform enables scalable, reliable and cost-effective interconnection that increases data traffic
exchange while lowering overall cost and increasing flexibility. Our focused business model is built on our critical mass of enterprise and service provider
customers and the resulting "marketplace" effect. This global platform, combined with our strong financial position, has continued to drive new customer growth
and bookings.
Historically, our market was served by large telecommunications carriers who bundled their products and services with their colocation offerings. The data
center market landscape has evolved to include private and vendor-neutral multi-tenant data center ("MTDC") providers, hyperscale cloud providers, managed
infrastructure and application hosting providers, and systems integrators. It is estimated that Equinix is one of more than 2,200 companies that provide MTDC
offerings around the world. Each of these data center solutions providers can bundle various colocation, interconnection and network offerings and outsourced
IT infrastructure solutions. We are able to offer our customers a global platform that reaches 33 countries with the industry’s largest and most active ecosystem
of partners in our sites, proven operational reliability, improved application performance and a highly scalable set of offerings.
Our cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, which is used to measure how efficiently we are
managing our cabinet capacity. Our cabinet utilization rate varies from market to market among our IBX data centers across our Americas, EMEA and Asia-
Pacific regions. Our cabinet utilization rates were approximately 79% and 82%, as of December 31, 2023 and 2022, respectively. We continue to monitor the
available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our ability for growth in that
market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements
for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do
not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand
customers. This increased power consumption has driven us to build out our new IBX data centers to support power and cooling needs twice that of previous
IBX data centers. We could face power limitations in our IBX data centers, even though we may have additional physical cabinet capacity available within a
specific IBX data center. This could have a negative impact on our ability to grow revenues, affecting our financial performance, results of operations and cash
flows.
To serve the needs of the growing hyperscale data center market, including the world's largest cloud service providers, we have entered into joint ventures
to develop and operate xScale data centers. In the past two years, we have closed multiple joint ventures in the form of limited liability partnerships with GIC
Private Limited, Singapore's sovereign wealth fund ("GIC") and an additional joint venture in the form of a limited liability partnership with PGIM Real Estate
("PGIM").
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Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As was the
case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, including but not limited to demand from new
and existing customers, quality of the design, power capacity, access to networks, clouds and software partners, capacity availability in the current market
location, amount of incremental investment required by us in the targeted property, automation capabilities, developer talent pool, lead-time to break even on a
free cash flow basis and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us.
Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term
financing arrangements in order to bring these properties up to our standards. Property expansion may be in the form of purchases of real property, long-term
leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to
minimize the outlay of cash, which can be significant.
Revenue:
Our business is primarily based on a recurring revenue model comprised of colocation and related interconnection and managed infrastructure offerings.
We consider these offerings recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract,
which is generally one to three years in length, and thereafter automatically renews in one-year increments. Our recurring revenues have comprised more than
90% of our total revenues during the past three years. In addition, during the past three years, more than 90% of our monthly recurring revenue bookings came
from existing customers, contributing to our revenue growth. Our largest customer accounted for approximately 3% of our recurring revenues for the years
ended December 31, 2023, 2022 and 2021. Our 50 largest customers accounted for approximately 37%, 36% and 39% of our recurring revenues for the years
ended December 31, 2023, 2022 and 2021.
Our non-recurring revenues are primarily derived from fees charged from installations related to a customer's initial deployment and professional services
we perform. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional
services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their
initial installation. However, revenues from installations are deferred and recognized ratably over the period of the contract term. Additionally, revenue from
contract settlements, when a customer wishes to terminate their contract early, is generally treated as a contract modification and recognized ratably over the
remaining term of the contract, if any. As a percentage of total revenues, we expect non-recurring revenues to represent less than 10% of total revenues for the
foreseeable future.
Operating Expenses:
Cost of Revenues. The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs,
including electricity, bandwidth access, IBX data center employees' salaries and benefits, including stock-based compensation, repairs and maintenance,
supplies and equipment, and security. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we
expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature,
including utilities and supplies that are directly related to growth in our existing and new customer base. In addition, the cost of electricity is generally higher in
the summer months, as compared to other times of the year. Our costs of electricity may also increase as a result of the physical
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effects of climate change, global energy supply constraints, increased regulations driving alternative electricity generation due to environmental considerations
or as a result of our election to use renewable energy sources. To the extent we incur increased utility costs, such increased costs could materially impact our
financial condition, results of operations and cash flows.
Sales and Marketing. Our sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including
stock-based compensation, amortization of contract costs, marketing programs, public relations, promotional materials and travel, as well as bad debt expense
and amortization of customer relationship intangible assets.
General and Administrative. Our general and administrative expenses consist primarily of salaries and related expenses, including stock-based
compensation, accounting, legal and other professional service fees; and other general corporate expenses, such as our corporate regional headquarters office
leases and some depreciation expense on back office systems.
Taxation as a REIT
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As of December 31, 2023, our REIT structure
included a majority of our data center operations in the Americas and EMEA regions, as well as the data center operations in Japan, Singapore, and Malaysia.
Our data center operations in other jurisdictions are operated as TRSs. We have also included our share of the assets in xScale joint ventures (with the
exception of Korea) in our REIT structure.
As a REIT, we generally are permitted to deduct from our U.S. federal taxable income the dividends we pay to our stockholders. The income represented by
such dividends is not subject to U.S. federal income taxes at the entity level but is taxed, if at all, at the stockholder level. Nevertheless, the income of our TRSs
which hold our U.S. operations that may not be REIT compliant is subject to U.S. federal and state corporate income taxes, as applicable. Likewise, our foreign
subsidiaries continue to be subject to local income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or
conducted through TRSs or through qualified REIT subsidiaries ("QRSs"). We are also subject to a separate U.S. federal corporate income tax on any gain
recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such
as an asset held by us or a QRS following the liquidation or other conversion of a former TRS). This built-in-gain tax is generally applicable to any disposition of
such an asset during the five-year period after the date we first owned the asset as a REIT asset to the extent of the built-in-gain based on the fair market value
of such asset on the date we first held the asset as a REIT asset. In addition, should we recognize any net gain from "prohibited transactions," we will be
subject to tax on this net gain at a 100% rate. "Prohibited transactions," for this purpose, are defined as dispositions, at a gain, of inventory or property held
primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted
by statutory safe harbors. If we fail to remain qualified for U.S. federal income taxation as a REIT, we will be subject to U.S. federal income taxes at regular
corporate income tax rates. Even if we remain qualified for U.S. federal income taxation as a REIT, we may be subject to some federal, state, local and foreign
taxes on our income and property in addition to taxes owed with respect to our TRSs' operations. In particular, while state income tax regimes often parallel the
U.S. federal income tax regime for REITs, many states do not completely follow federal rules, and some may not follow them at all.
We continue to monitor our REIT compliance in order to maintain our qualification for U.S. federal income taxation as a REIT. For this and other reasons, as
necessary, we may convert some of our data center operations in other countries into the REIT structure in future periods.
On each of March 22, 2023, June 21, 2023, and September 20, 2023, we paid a quarterly cash dividend of $3.41 per share. On December 13, 2023, we
paid a quarterly cash dividend of $4.26 per share. We expect all of our 2023 quarterly distributions and other applicable distributions to equal or exceed our REIT
taxable income to be recognized in 2023.
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2023 Highlights:
•
•
•
•
•
•
In February, we settled three forward sale agreements executed under the 2020 and 2022 ATM Programs and sold 458,459 shares of our common stock
for approximately $301.6 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward
sale price per share of $657.75. See Note 12 within the Consolidated Financial Statements.
In February and March, we issued ¥77.3 billion, or approximately $565.2 million, at the exchange rate in effect on issuance, in Japanese Yen Senior
Notes due 2035 and 2043 (collectively, the "Japanese Yen Senior Notes"). See Note 11 within the Consolidated Financial Statements.
In March, we sold the Mexico 3 ("MX3x") data center site in connection with the formation of a new joint venture with GIC, to develop and operate xScale
data centers in the Americas (the "AMER 1 Joint Venture"). Upon closing, we contributed $8.4 million in exchange for a 20% partnership interest in the
joint venture. See Notes 5 and 6 within the Consolidated Financial Statements.
In April, we issued additional shares in our Indonesian operating entity to a third party investor for $25.0 million, which resulted in the third party investor
owning a 25% ownership interest in the entity. See Note 12 within the Consolidated Financial Statements.
In September, we issued CHF300.0 million, or approximately $336.9 million, at the exchange rate in effect on issuance, in Swiss Franc Notes due 2028
(the "Swiss Franc Senior Notes"). See Note 10 within the Consolidated Financial Statements.
In November, we settled five forward sale agreements executed under the 2022 ATM Program and sold 564,126 shares of our common stock for
approximately $433.3 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward
sale price per share of $768.03. See Note 12 within the Consolidated Financial Statements.
Results of Operations
Our results of operations for the year ended December 31, 2023 include the results of operations from a data center in Peru acquired from Entel from
August 1, 2022, four data centers in Chile acquired from Entel from May 2, 2022 and the acquisition of MainOne from April 1, 2022. See Note 3 within the
Consolidated Financial Statements for further details.
In order to provide a framework for assessing our performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year
actual change in results of operations with comparative changes on a constant currency basis. Presenting constant currency results of operations is a non-
GAAP financial measure. See “Non-GAAP Financial Measures” below for further discussion.
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Years ended December 31, 2023 and 2022
Revenues. Our revenues for the years ended December 31, 2023 and 2022 were generated from the following revenue classifications and geographic
regions (dollars in thousands):
Years Ended December 31,
$ Change
% Change
Americas:
Recurring revenues
Non-recurring revenues
EMEA:
Recurring revenues
Non-recurring revenues
Asia-Pacific:
Recurring revenues
Non-recurring revenues
Total:
Recurring revenues
Non-recurring revenues
2023
3,456,953
160,539
3,617,492
2,648,157
189,697
2,837,854
1,639,621
93,169
1,732,790
7,744,731
443,405
8,188,136
%
42%
2%
44%
33%
2%
35%
20%
1%
21%
95%
5%
100%
$
$
2022
3,183,191
166,026
3,349,217
2,207,329
135,875
2,343,204
1,480,767
89,917
1,570,684
6,871,287
391,818
7,263,105
%
44%
2%
46%
30%
2%
32%
21%
1%
22%
95%
5%
100%
$
$
Revenues
(dollars in thousands)
Actual
Actual
Constant
Currency
$
$
273,762
(5,487)
268,275
440,828
53,822
494,650
158,854
3,252
162,106
873,444
51,587
925,031
9%
(3)%
8%
20%
40%
21%
11%
4%
10%
13%
13%
13%
9%
(3)%
8%
28%
36%
28%
13%
7%
12%
15%
13%
15%
Americas Revenues. During the year ended December 31, 2023, Americas revenue increased by $268.3 million or 8% (and also 8% on a constant currency
basis). Growth in Americas revenues was primarily due to:
•
•
approximately $69.2 million of incremental revenues generated from our IBX data center expansions;
$27.1 million of incremental revenues generated from the Entel Chile and Entel Peru acquisitions; and
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•
an increase in orders from both our existing customers and new customers during the period.
EMEA Revenues. During the year ended December 31, 2023, EMEA revenue increased by $494.7 million or 21% (28% on a constant currency basis).
Growth in EMEA revenues was primarily due to power price increases in various European countries in response to the increased cost of utilities, as noted
below under cost of revenues. In addition to power price increases, growth in EMEA revenues was further driven by:
•
•
•
•
$54.6 million of incremental revenues from services provided to our joint ventures;
approximately $47.8 million of incremental revenues generated from our IBX data center expansions;
$15.1 million of incremental revenues generated from the MainOne acquisition; and
an increase in orders from both our existing customers and new customers during the period.
Asia-Pacific Revenues. During the year ended December 31, 2023, Asia-Pacific revenue increased by $162.1 million or 10% (12% on a constant currency
basis). Growth in Asia-Pacific revenue was primarily due to an increase in orders from both our existing customers and new customers during the period. In
addition to organic growth, the increase in Asia-Pacific revenues was further driven by:
•
•
approximately $7.9 million of incremental revenues generated from our IBX data center expansions; and
power price increases in response to the increased cost of utilities.
Cost of Revenues. Our cost of revenues for the years ended December 31, 2023 and 2022 were split among the following geographic regions (dollars in
thousands):
Americas
EMEA
Asia-Pacific
Total
Years Ended December 31,
2023
1,616,167
1,653,008
958,483
4,227,658
$
$
%
38%
39%
23%
100%
2022
1,560,799
1,281,023
909,679
3,751,501
$
$
%
42%
34%
24%
100%
$ Change
Actual
$
$
55,368
371,985
48,804
476,157
% Change
Actual
4%
29%
5%
13%
Constant Currency
4%
34%
8%
15%
Cost of Revenues
(dollars in thousands; percentages indicate expenses as a percentage of revenues)
Americas Cost of Revenues. During the year ended December 31, 2023, Americas cost of revenues increased by $55.4 million or 4% (and also 4% on a
constant currency basis). The increase in our Americas cost of revenues was primarily due to:
•
•
$42.0 million of higher utilities costs, primarily driven by increases in power costs and higher utility usage;
$13.7 million of incremental cost of revenues from the Entel Chile and Entel Peru acquisitions; and
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•
$10.8 million of additional one-time software expenses related to our managed services business.
EMEA Cost of Revenues. During the year ended December 31, 2023, EMEA cost of revenues increased by $372.0 million or 29% (34% on a constant
currency basis). The increase in our EMEA cost of revenues was primarily due to higher utilities costs as a result of increases in power costs and higher utility
usage in France, Germany, the Netherlands, Switzerland and the United Kingdom. In addition to increased utilities costs, the increase in EMEA cost of revenues
was further driven by:
•
after accounting for allocations of foreign currency cash flow hedging activities:
◦
◦
◦
approximately $32 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount
growth;
approximately $32 million of higher depreciation expense driven by IBX data center expansions;
approximately $12 million of repairs and maintenance driven by increased IBX footprint; and
•
$9.4 million of incremental cost of revenues from the MainOne Acquisition.
Asia-Pacific Cost of Revenues. During the year ended December 31, 2023, Asia-Pacific cost of revenues increased by $48.8 million or 5% (8% on a
constant currency basis). The increase in our Asia-Pacific cost of revenues was primarily due to:
•
•
•
•
$16.6 million of higher rent and facilities costs, primarily in Hong Kong;
$12.4 million of repairs and maintenance driven by increased IBX footprint;
$8.9 million higher utilities costs, primarily driven by increases in power costs and higher utility usage; and
$5.7 million of higher compensation costs, including salaries, bonuses and stock-based compensation,
primarily due to headcount growth.
We expect Americas, EMEA and Asia-Pacific cost of revenues to increase in line with the growth of our business, including from the impacts of acquisitions.
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Sales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2023 and 2022 were split among the following
geographic regions (dollars in thousands):
Americas
EMEA
Asia-Pacific
Total
2023
553,107
194,301
108,388
855,796
$
$
Years ended December 31,
%
64%
23%
13%
100%
2022
501,943
183,754
100,863
786,560
$
$
%
64%
23%
13%
100%
$ Change
Actual
$
$
51,164
10,547
7,525
69,236
% Change
Actual
10%
6%
7%
9%
Constant Currency
10%
11%
10%
10%
Sales and Marketing Expenses
(dollars in thousands; percentages indicate expenses as a percentage of revenues)
Americas Sales and Marketing Expenses . During the year ended December 31, 2023, Americas sales and marketing expenses increased by $51.2 million
or 10% (and also 10% on a constant currency basis). The increase in our Americas sales and marketing expenses was primarily due to:
•
•
•
•
$24.5 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount growth;
$6.4 million of higher bad debt expense;
$5.3 million of higher advertising costs including for online ads, design services and marketing research; and
$4.9 million of higher amortization expense as a result of recent acquisitions.
EMEA Sales and Marketing Expens es. During the year ended December 31, 2023, EMEA sales and marketing increased by $10.5 million or 6% (11% on a
constant currency basis). The increase in our EMEA sales and marketing expenses was primarily due to higher compensation costs, including sales
compensation, salaries and stock-based compensation driven by headcount growth.
Asia-Pacific Sales and Marketing Expenses. During the year ended December 31, 2023, Asia-Pacific sales and marketing increased by $7.5 million or 7%
(10% on a constant currency basis). The increase in our Asia-Pacific sales and marketing expenses was primarily due to higher compensation costs, including
sales compensation, salaries and stock-based compensation driven by headcount growth.
We anticipate that we will continue to invest in sales and marketing initiatives across our three regions in line with the growth of our business. We expect our
Americas sales and marketing expenses as a percentage of revenues to be higher than those of our other regions since certain global sales and marketing
functions are located within the U.S.
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General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2023 and 2022 were split among the
following geographic regions (dollars in thousands):
Years Ended December 31,
Americas
EMEA
Asia-Pacific
Total
2023
1,106,613
319,768
227,661
1,654,042
$
$
%
67%
19%
14%
100%
2022
980,589
301,317
216,795
1,498,701
$
$
%
66%
20%
14%
100%
$ Change
Actual
$
$
126,024
18,451
10,866
155,341
Actual
13%
6%
5%
10%
% Change
Constant
Currency
13%
10%
6%
11%
General and Administrative Expenses
(dollars in thousands; percentages indicate expenses as a percentage of revenues)
Americas General and Administrative Expense s. During the year ended December 31, 2023, Americas general and administrative expenses increased by
$126.0 million or 13% (and also 13% on a constant currency basis). The increase in our Americas general and administrative expenses was primarily due to:
•
•
•
•
$57.1 million of higher depreciation expense associated with back-office systems to support the growth of our business;
$24.7 million of higher office expenses primarily due to additional software and support services;
$18.5 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount growth; and
$17.3 million of higher rent expense primarily due to one-time termination costs associated with the consolidation of office space.
EMEA General and Administrative Expenses. During the year ended December 31, 2023, EMEA general and administrative expenses increased by
$18.5 million or 6% (10% on a constant currency basis). The increase in our EMEA general and administrative expenses was primarily due to higher
compensation costs, including sales compensation, salaries and stock-based compensation driven by headcount growth.
Asia-Pacific General and Administrative Expenses. During the year ended December 31, 2023, Asia-Pacific general and administrative expenses increased
by $10.9 million or 5% (6% on a constant currency basis). The increase in our Asia-Pacific general and administrative expense was primarily due to higher
compensation costs, including sales compensation, salaries and stock-based compensation driven by headcount growth.
Going forward, although we are carefully monitoring our spending, we expect our general and administrative expenses to increase across all three regions
as we continue to invest in our operations to support our growth, including investments to enhance our technology platform, and to integrate recent acquisitions.
Additionally, given
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that our corporate headquarters is located in the U.S., we expect the Americas general and administrative expenses as a percentage of revenues to be higher
than that of other regions.
Transaction Costs. During the years ended December 31, 2023 and 2022, we recorded transaction costs totaling $12.4 million and $21.8 million
respectively, primarily related to costs incurred in connection with the recent acquisitions and formation of the new joint ventures, see Notes 3, 5, and 6 within
the Consolidated Financial Statements.
Gain or Loss on Asset Sales. During the year ended December 31, 2023 and 2022, we did not record a significant amount of gain or loss on asset sales.
Income from Operations. Our income from operations for the years ended December 31, 2023 and 2022 was split among the following geographic regions
(dollars in thousands):
Americas
EMEA
Asia-Pacific
Total
2023
331,018
675,060
437,196
1,443,274
$
$
Years Ended December 31,
%
23%
47%
30%
100%
2022
283,975
575,331
341,222
1,200,528
$
$
%
24%
48%
28%
100%
$ Change
Actual
$
$
47,043
99,729
95,974
242,746
% Change
Actual
17%
17%
28%
20%
Constant Currency
16%
31%
29%
27%
Americas Income from Operations . During the year ended December 31, 2023, Americas income from operations increased by $47.0 million or 17% (16%
on a constant currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity, the recent acquisitions and organic growth,
as described above.
EMEA Income from Operations. During the year ended December 31, 2023, EMEA income from operations increased by $99.7 million or 17% (31% on a
constant currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity, incremental services provided to our joint
ventures, the recent acquisition and organic growth, as described above.
Asia-Pacific Income from Operations. During the year ended December 31, 2023, Asia-Pacific income from operations increased by $96.0 million or 28%
(29% on a constant currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity and organic growth, as described
above.
Interest Income. Interest income was $94.2 million for the year ended December 31, 2023 and was $36.3 million for the year ended December 31, 2022.
The average yield for the year ended December 31, 2023 was 4.11% versus 1.74% for the year ended December 31, 2022.
Interest Expense. Interest expense increased to $402.0 million for the year ended December 31, 2023 from $356.3 million for the year ended
December 31, 2022, primarily due to the issuance of the 3.900% Senior Notes in 2022, the issuance of the 2.000% - 2.57% Japanese Yen Senior Notes due
2035 and 2043 in the first quarter of 2023, the issuance of the 2.875% Swiss Franc Senior Notes due 2028 in the third quarter of 2023 and an increase in the
variable rate of our GBP term loan. During the years ended December 31, 2023 and 2022, we capitalized $26.0 million and $18.2 million, respectively, of interest
expense to construction in progress. See Note 11 within the Consolidated Financial Statements.
Other Expense. We did not record a significant amount of other expense during the year ended December 31, 2023. For the year ended December 31,
2022, we recorded net other expense of $51.4 million, including $49.0 million in stock-based charitable contributions and foreign currency exchange gains and
losses
Gain or Loss on Debt Extinguishment. We did not record a significant amount of gain on debt extinguishment during the years ended December 31, 2023
and 2022.
Income Taxes. We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our
taxable income distributed to stockholders. We intend to distribute or have distributed the entire taxable income generated by the operations of our REIT and
QRSs for the tax years ended December 31, 2023 and 2022, respectively. As such, other than state income taxes, foreign income and
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Table of Contents
withholding taxes, no provision for income taxes has been included for our REIT and QRSs in the accompanying consolidated financial statements for the years
ended December 31, 2023 and 2022.
We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise be
considered impermissible for REITs to provide and may hold assets that may not be REIT compliant.
U.S. income taxes for the TRS entities located in the U.S. and foreign income taxes for our foreign operations regardless of whether the foreign operations
are operated as QRSs or TRSs have been accrued, as necessary, for the years ended December 31, 2023 and 2022.
For the years ended December 31, 2023 and 2022, we recorded $155.3 million and $124.8 million of income tax expenses, respectively. Our effective tax
rates were 13.8% and 15.0%, respectively, for the years ended December 31, 2023 and 2022.
During the year ended December 31, 2023, we had a favorable resolution of uncertain tax positions of approximately $14.0 million resulting from the
settlement of tax audits in the EMEA region. In 2022, we had a favorable resolution of uncertain tax positions of approximately $40.0 million resulting from the
settlement of various tax audits in the EMEA and Asia-Pacific regions.
Adjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategies
such as IBX data center expansion decisions. We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense,
other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges,
impairment charges, transaction costs, and gain or loss on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted
EBITDA and a reconciliation of adjusted EBITDA to net income. Our adjusted EBITDA for the years ended December 31, 2023 and 2022 by geographic regions
was as follows (dollars in thousands):
Americas
EMEA
Asia-Pacific
Total
2023
1,613,696
1,251,276
836,869
3,701,841
$
$
Years Ended December 31,
%
44 % $
34 %
22 %
100 % $
2022
1,521,775
1,109,502
738,423
3,369,700
%
45 % $
33 %
22 %
100 % $
$ Change
Actual
91,921
141,774
98,446
332,141
% Change
Actual
6 %
13 %
13 %
10 %
Constant Currency
6 %
18 %
15 %
12 %
Americas Adjusted EBITDA. During the year ended December 31, 2023, Americas adjusted EBITDA increased by $91.9 million or 6% (and also 6% on a
constant currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity, the recent acquisitions and organic growth, as
described above.
EMEA Adjusted EBITDA. During the year ended December 31, 2023, EMEA adjusted EBITDA increased by $141.8 million or 13% (18% on a constant
currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity, incremental services provided to our joint ventures, the
recent acquisition and organic growth, as described above.
Asia-Pacific Adjusted EBITDA. During the year ended December 31, 2023, Asia-Pacific adjusted EBITDA increased by $98.4 million or 13% (15% on a
constant currency basis), primarily due to higher revenues as a result of our IBX data center expansion activity and organic growth, as described above.
Non-GAAP Financial Measures
We provide all information required in accordance with GAAP, but we believe that evaluating our ongoing results of operations may be difficult if limited to
reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to evaluate our operations.
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not
be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-
GAAP financial measures to
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the most directly comparable GAAP financial measures. We have presented such non-GAAP financial measures to provide investors with an additional tool to
evaluate our results of operations in a manner that focuses on what management believes to be our core, ongoing business operations. We believe that the
inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides a better understanding of the overall
performance of the business and ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors
would not have all the necessary data to analyze us effectively.
Investors should note that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in
the same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us to
similarly titled non-GAAP financial measures of other companies.
Our primary non-GAAP financial measures, adjusted EBITDA and adjusted funds from operations ("AFFO"), exclude depreciation expense as these
charges primarily relate to the initial construction costs of our IBX data centers and do not reflect our current or future cash spending levels to support our
business. Our IBX data centers are long-lived assets and have an economic life greater than 10 years. The construction costs of an IBX data center do not
recur with respect to such data center, and future capital expenditures remain minor relative to our initial investment throughout its useful life. Construction costs
in future periods are primarily incurred with respect to additional IBX data centers. This is a trend we expect to continue. In addition, depreciation is also based
on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance of the asset, are based on historical costs incurred to
build out our IBX data centers and are not indicative of current or expected future capital expenditures. Therefore, we exclude depreciation from our results of
operations when evaluating our operations.
In addition, in presenting adjusted EBITDA and AFFO, we exclude amortization expense related to acquired intangible assets. Amortization expense is
significantly affected by the timing and magnitude of our acquisitions and these charges may vary in amount from period to period. We exclude amortization
expense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. We exclude accretion expense,
both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not
meaningful in evaluating our current operations. We also exclude restructuring charges. Restructuring charges relate to our decisions to exit leases for excess
space adjacent to several of our IBX data centers, which we did not intend to build out, or our decision to reverse such restructuring charges. We also exclude
impairment charges generally related to certain long-lived assets. The impairment charges are related to expense recognized whenever events or changes in
circumstances indicate that the carrying amount of assets are not recoverable. We also exclude gain or loss on asset sales as it represents profit or loss that is
not meaningful in evaluating the current or future operating performance. Additionally, we exclude transaction costs from AFFO and adjusted EBITDA to allow
more comparable comparisons of our financial results to our historical operations. The transaction costs relate to costs we incur in connection with business
combinations and the formation of joint ventures, including advisory, legal, accounting, valuation, and other professional or consulting fees. Such charges
generally are not relevant to assessing our long-term performance. In addition, the frequency and amount of such charges vary significantly based on the size
and timing of the transactions. Management believes items such as restructuring charges, impairment charges, gain or loss on asset sales and transaction costs
are non-core transactions; however, these types of costs may occur in future periods. Finally, we exclude stock-based compensation expense, as it can vary
significantly from period to period based on share price, and the timing, size and nature of equity awards. As such, we, and many investors and analysts,
exclude stock-based compensation expense to compare our results of operations with those of other companies.
Adjusted EBITDA
We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt
extinguishment, depreciation, amortization, accretion, stock-based
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compensation expense, restructuring charges, impairment charges, transaction costs, and gain or loss on asset sales as presented below (in thousands):
Net income
Income tax expense
Interest income
Interest expense
Other expense
(Gain) loss on debt extinguishment
Depreciation, amortization, and accretion expense
Stock-based compensation expense
Transaction costs
(Gain) loss on asset sales
Adjusted EBITDA
2023
Years Ended December 31,
2022
2021
$
$
968,980 $
155,250
(94,227)
402,022
11,214
35
1,843,665
407,536
12,412
(5,046)
3,701,841 $
704,577 $
124,792
(36,268)
356,337
51,417
(327)
1,739,374
403,983
21,839
3,976
3,369,700 $
499,728
109,224
(2,644)
336,082
50,647
115,125
1,660,524
363,774
22,769
(10,845)
3,144,384
Our adjusted EBITDA results have increased each year in total dollars due to the improved operating results discussed earlier in "Results of Operations",
as well as due to the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that is fixed in nature,
as also discussed in "Overview".
Funds from Operations ("FFO") and AFFO
We use FFO and AFFO, which are non-GAAP financial measures commonly used in the REIT industry. FFO is calculated in accordance with the standards
established by the National Association of Real Estate Investment Trusts. FFO represents net income (loss), excluding gain (loss) from the disposition of real
estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures' and non-controlling interests' share of
these items.
In presenting AFFO, we exclude certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO
excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, stock-based charitable contributions,
restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost
adjustment, amortization of deferred financing costs and debt discounts and premiums, gain (loss) on debt extinguishment, an income tax expense adjustment,
recurring capital expenditures, net income (loss) from discontinued operations, net of tax, and adjustments from FFO to AFFO for unconsolidated joint ventures'
and noncontrolling interests' share of these items. The adjustments for installation revenue, straight-line rent expense and contract costs are intended to isolate
the cash activity included within the straight-lined or amortized results in the consolidated statement of operations. We exclude the amortization of deferred
financing costs and debt discounts and premiums as these expenses relate to the initial costs incurred in connection with debt financings that have no current or
future cash obligations. We exclude gain (loss) on debt extinguishment since it generally represents the write-off of initial costs incurred in connection with debt
financings or a cost that is incurred to reduce future interest costs and is not a good indicator of our current or future operating performance. We include an
income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances, uncertain tax positions and deferred taxes
that do not relate to the current period's operations. We deduct recurring capital expenditures, which represent expenditures to extend the useful life of IBX data
centers or other assets that are required to support current revenues. We also exclude net income (loss) from discontinued operations, net of tax, which
represents results that may not recur and are not a good indicator of our current or future operating performance.
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Our FFO and AFFO were as follows (in thousands):
Net income
Net (income) loss attributable to non-controlling interests
Net income attributable to common shareholders
Adjustments:
Real estate depreciation
(Gain) loss on disposition of real estate property
Adjustments for FFO from unconsolidated joint ventures
FFO attributable to common shareholders
FFO attributable to common shareholders
Adjustments:
Installation revenue adjustment
Straight-line rent expense adjustment
Contract cost adjustment
Amortization of deferred financing costs and debt discounts and premiums
Stock-based compensation expense
Stock-based charitable contributions
Non-real estate depreciation expense
Amortization expense
Accretion expense adjustment
Recurring capital expenditures
(Gain) loss on debt extinguishment
Transaction costs
Impairment charges
Income tax benefit adjustment
Adjustments for AFFO from unconsolidated joint ventures
(1)
(1)
AFFO attributable to common shareholders
2023
Years Ended December 31,
2022
2021
968,980 $
198
969,178
1,141,861
1,898
17,040
2,129,977 $
704,577 $
(232)
704,345
1,104,787
7,134
10,068
1,826,334 $
499,728
463
500,191
1,073,148
(6,439)
6,097
1,572,997
2023
Years Ended December 31,
2022
2021
2,129,977 $
1,826,334 $
1,572,997
3,910
12,164
(46,601)
18,719
407,536
2,543
494,214
209,063
(1,473)
(218,287)
35
12,412
1,518
(12,133)
4,921
3,018,518 $
17,745
16,263
(52,888)
17,826
403,983
49,013
426,666
204,755
3,166
(188,885)
(327)
21,839
1,815
(31,165)
(2,262)
2,713,878 $
27,928
9,677
(63,064)
17,135
363,774
—
377,658
205,484
4,234
(199,089)
115,125
22,769
31,847
(38,505)
3,259
2,451,229
$
$
$
$
(1)
Impairment charges relate to the impairment of an indemnification asset resulting from the settlement of a pre-acquisition uncertain tax position, which was recorded as
Other Income (Expense) on the Consolidated Statements of Operations. This impairment charge was offset by the recognition of tax benefits in the same amount,
which was included within the Income tax benefit adjustment line on the table above.
Our AFFO results have improved due to the improved operating results discussed earlier in "Results of Operations," as well as due to the nature of our
business model which consists of a recurring revenue stream and a cost structure which has a large base that is fixed in nature as discussed earlier in
"Overview."
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Constant Currency Presentation
Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international
operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenues
and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies. During the year
ended December 31, 2023 as compared to the same period in 2022, the U.S. dollar was stronger relative to the Australian dollar and Japanese yen, which
resulted in an unfavorable foreign currency impact on revenue, operating income and adjusted EBITDA, and a favorable foreign currency impact on operating
expenses. During the year ended December 31, 2023 as compared to the same period in 2022, the U.S. dollar was weaker relative to the Euro and Singapore
dollar, which resulted in a favorable foreign currency impact on revenue, operating income and adjusted EBITDA, and an unfavorable foreign currency impact on
operating expenses. In order to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency
fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the
historical amounts as reported. Our constant currency presentation excludes the impact of our foreign currency cash flow hedging activities. Presenting constant
currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of
operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our results of operations. To
present this information, our current period revenues and certain operating expenses from entities reporting in currencies other than the U.S. dollar are
converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect
for the year ended December 31, 2022 are used as exchange rates for the year ended December 31, 2023 when comparing the year ended December 31,
2023 with the year ended December 31, 2022).
Liquidity and Capital Resources
Sources and Uses of Cash
Customer collections are our primary source of cash. We believe we have a strong customer base, and have continued to experience relatively strong
collections. As of December 31, 2023, our principle sources of liquidity were $2.1 billion of cash and cash equivalents. In addition to our cash balance, we had
$3.9 billion of additional liquidity available to us from our $4.0 billion revolving facility and general access to both the public and private debt and equity capital
markets. We also have additional liquidity available to us from our 2022 ATM program, under which we may offer and sell from time to time our common stock in
"at the market" transactions on either a spot or forward basis. As of December 31, 2023, we had $469.7 million available for sale remaining under the 2022 ATM
Program, in addition to approximately $499.4 million of net proceeds of unsettled forward sale transactions.
We believe we have sufficient cash, coupled with anticipated cash generated from operating activities and external financing sources, to meet our operating
requirements, including repayment of the current portion of our debt as it becomes due, distribution of dividends, and completion of our publicly-announced
acquisitions, ordinary costs to operate the business, and expansion projects.
As we continue to grow, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existing
markets which are at or near capacity within the next year, as well as potential acquisitions and joint ventures. If the opportunity to expand is greater than
planned we may further increase the level of capital expenditure to support this growth as well as pursue additional business and real estate acquisitions or joint
ventures, provided that we have or can access sufficient funding to pursue such expansion opportunities. We may elect to access the equity or debt markets
from time to time opportunistically, particularly if financing is available on attractive terms. We will continue to evaluate our operating requirements and financial
resources in light of future developments.
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Cash Flow
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Operating Activities
2023
Years Ended December 31,
2022
(in thousands)
Change
$
3,216,595 $
(3,224,364)
211,446
2,963,182 $
(3,362,953)
856,766
253,413
138,589
(645,320)
Our cash provided by our operations is generated by colocation, interconnection, managed infrastructure and other revenues. Our primary uses of cash
from our operating activities include compensation and related costs, interest payments, other general corporate expenditures and taxes. Net cash provided by
operating activities increased by $253.4 million during the year ended December 31, 2023 as compared to December 31, 2022, primarily driven by improved
results of operations partially offset by increases in cash paid for costs and operating expenses.
Investing Activities
Net cash used in investing activities decreased by $138.6 million during the year ended December 31, 2023 as compared to December 31, 2022, primarily
due to:
•
•
$964.0 million decrease in business acquisitions; and
$8.8 million decrease in purchases of investments.
This decrease was partially offset by:
•
•
•
•
$503.0 million increase in capital expenditures;
$173.0 million decrease in the proceeds from the sale of assets to our Joint Ventures;
$136.1 million increase in the real estate acquisitions; and
$22.1 million decrease in proceeds from the sale of investments.
Financing Activities
Net cash provided by financing activities decreased by $645.3 million for the year ended December 31, 2023 as compared to December 31, 2022, primarily
driven by:
•
•
•
•
•
$676.9 million decrease in proceeds from mortgages and loans payable;
$291.6 million decrease in proceeds from senior notes;
$222.7 million increase in dividend distributions;
$62.3 million decrease proceeds from the 2020 and 2022 ATM program; and
$14.7 million increase in repayments of finance lease liabilities.
The decrease was partially offset by:
•
•
•
•
$581.8 million decrease in the repayment of mortgage and loans payable;
$25.0 million increase in proceeds from redeemable non-controlling interest;
$10.8 million decrease in debt issuance costs; and
$5.3 million increase in proceeds from employee awards.
Material Cash Commitments
As of December 31, 2023, our principal commitments were primarily comprised of:
•
approximately $13.2 billion of principal from our senior notes (gross of debt issuance cost and debt d iscount);
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•
•
•
•
•
approximately $3.0 billion of interest on mortgage payable, loans payable, senior notes and term loans, based on their respective interest rates and
recognized over the life of these instruments, and the credit facility fee for the revolving credit facility;
$671.7 million of principal from our term loans, mortgage and loans payable (gross of debt issuance cost and debt discount);
approximately $5.4 billion of total lease payments, which represents lease payments under finance and operating lease arrangements, including renewal
options that are reasonably certain to be exercised;
approximately $2.0 billion of unaccrued capital expenditure contractual commitments, primarily for IBX equipment not yet delivered and labor not yet
provided in connection with the work necessary to complete construction and open IBX data center expansion projects prior to making them available to
customers for installation, the majority of which is payable within the next 12 months; and
approximately $1.7 billion of other non-capital purchase commitments, such as commitments to purchase power in select locations and other open
purchase orders, which contractually bind us for goods, services or arrangements to be delivered or provided during 2024 and beyond, the majority of
which is payable within the next two years.
We believe that our sources of liquidity, including our expected future operating cash flows, are sized to adequately meet both the near and long term
material cash commitments for the foreseeable future. For further information on maturities of lease liabilities and debt instruments, see Notes 10 and 11,
respectively, within the Consolidated Financial Statements.
Other Contractual Obligations
We have additional future equity contributions and commitments to the joint ventures with GIC and PGIM. For additional information, see the "Equity Method
Investments" in Note 6 within the Consolidated Financial Statements.
Additionally, we entered into lease agreements with various landlords primarily for data center spaces and ground leases which have not yet commenced
as of December 31, 2023. For additional information, see “Maturities of Lease Liabilities” in Note 10 within the Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to
make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis,
management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly
and in accordance with GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results
may differ from these assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1 to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Management believes that the following accounting policies and estimates are the most critical to aid in fully understanding and evaluating our consolidated
financial statements, and they require significant judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain:
• Accounting for income taxes;
• Accounting for business combinations;
• Accounting for impairment of goodwill and other intangible assets;
• Accounting for property, plant and equipment; and
• Accounting for leases.
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Description
Accounting for Income Taxes.
Deferred tax assets and liabilities are recognized
based on the future tax consequences attributable
to temporary differences that exist between the
financial statement carrying value of assets and
liabilities and their respective tax bases, as well as
tax attributes such as net operating loss, capital
loss and tax credit carryforwards on a taxing
jurisdiction basis. We measure deferred tax assets
and liabilities using enacted tax rates that will
apply in the years in which we expect the
temporary differences to be recovered or settled.
The accounting standard for income taxes
requires a reduction of the carrying amounts of
deferred tax assets by recording a valuation
allowance if, based on the available evidence, it is
more likely than not (defined by the accounting
standard as a likelihood of more than 50%) that
such assets will not be realized.
A tax benefit from an uncertain income tax
position may be recognized in the financial
statements only if it is more likely than not that the
position is sustainable, based solely on its
technical merits and consideration of the relevant
taxing authority's widely understood administrative
practices and precedents. We recognize interest
and penalties related to unrecognized tax benefits
within income tax benefit (expense) in the
consolidated statements of operations.
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
As of December 31, 2023 and 2022, we had net total deferred
tax liabilities of $331.8 million and $338.7 million, respectively.
As of December 31, 2023 and 2022, we had a total valuation
allowance of $220.8 million and $166.6 million, respectively. If
and when we increase or reduce our valuation allowances, it
may have an unfavorable or favorable impact, respectively, to
our financial position and results of operations in the periods
when such determinations are made. We will continue to
assess the need for our valuation allowances, by jurisdiction, in
the future.
During the year ended December 31, 2023, we established full
valuation allowances against certain deferred tax assets in the
EMEA region as part of the purchase accounting determination
for the assets we acquired during the year. We do not expect
these deferred tax assets to be realizable in the foreseeable
future.
During the year ended December 31, 2022, we established full
valuation allowances against certain deferred tax assets in the
Americas and EMEA regions, either as the assessment of the
realization of such deferred tax assets or as part of the
purchase accounting determination for the businesses we
acquired during the year. We do not expect these deferred tax
assets to be realizable in the foreseeable future.
As of December 31, 2023 and 2022, we had unrecognized tax
benefits of $69.7 million and $89.2 million, respectively,
exclusive of interest and penalties. During the years ended
December 31, 2023 and 2022, the unrecognized tax benefit
decreased by $19.5 million and $59.1 million, respectively,
primarily due to the settlements of tax audits in the EMEA
region. The unrecognized tax benefits of $69.7 million as of
December 31, 2023, if subsequently recognized, will affect our
effective tax rate favorably at the time when such a benefit is
recognized.
The valuation of deferred tax assets requires judgment
in assessing the likely future tax consequences of
events that have been recognized in our financial
statements or tax returns. Our accounting for deferred
tax consequences represents our best estimate of those
future tax consequences.
In assessing the need for a valuation allowance, we
consider both positive and negative evidence related to
the likelihood of realization of the deferred tax assets. If,
based on the weight of that available evidence, it is
more likely than not the deferred tax assets will not be
realized, we record a valuation allowance. The weight
given to the positive and negative evidence is
commensurate with the extent to which the evidence
may be objectively verified.
This assessment, which is completed on a taxing
jurisdiction basis, takes into account a number of types
of evidence, including the following: 1) the nature,
frequency and severity of current and cumulative
financial reporting losses, 2) sources of future taxable
income, 3) taxable income in carryback years permitted
by the tax law, and 4) tax planning strategies.
In assessing the tax benefit from an uncertain income
tax position, the tax position that meets the more-likely-
than-not recognition threshold is initially and
subsequently measured as the largest amount of tax
benefit that is greater than a 50% likelihood of being
realized upon ultimate settlement with a taxing authority
that has full knowledge of all relevant information.
For purposes of the quarterly REIT asset tests, we
estimate the fair market value of assets within our QRSs
and TRSs using a discounted cash flow approach, by
calculating the present value of forecasted future cash
flows. We apply discount rates based on industry
benchmarks relative to the market and forecasting risks.
Other significant assumptions used to estimate the fair
market value of assets in QRSs and TRSs include
projected revenue growth, projected operating margins
and projected capital expenditure. We revisit significant
assumptions periodically to reflect any changes due to
business or economic environment.
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Description
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Business Combinations
In accordance with the accounting standard for
business combinations, we allocate the purchase
price of an acquired business to its identifiable
assets and liabilities based on estimated fair
values. The excess of the purchase price over the
fair value of the assets acquired and liabilities
assumed, if any, is recorded as goodwill.
We use all available information to estimate fair
values. We typically engage outside appraisal
firms to assist in determining the fair value of
identifiable intangible assets such as customer
contracts, leases and any other significant assets
or liabilities and contingent consideration, as well
as the estimated useful life of intangible assets.
We adjust the preliminary purchase price
allocation, as necessary, up to one year after the
acquisition closing date if we obtain more
information regarding asset valuations and
liabilities assumed.
Our purchase price allocation methodology contains
uncertainties because it requires assumptions and
management's judgment to estimate the fair value of
assets acquired and liabilities assumed at the
acquisition date. Key judgments used to estimate the
fair value of intangible assets include projected revenue
growth and operating margins, discount rates, customer
attrition rates, as well as the estimated useful life of
intangible assets. Management estimates the fair value
of assets and liabilities based upon quoted market
prices, the carrying value of the acquired assets and
widely accepted valuation techniques, including
discounted cash flows and market multiple analyses.
Our estimates are inherently uncertain and subject to
refinement. Unanticipated events or circumstances may
occur which could affect the accuracy of our fair value
estimates, including assumptions regarding industry
economic factors and business strategies.
During the last three years, we have completed a number of
business combinations, including the acquisition of Entel Peru
data centers in the third quarter of 2022, MainOne in West
Africa and Entel Chile data centers in the second quarter of
2022, and GPX in India in the third quarter of 2021. The
purchase price allocation for these acquisitions has been
finalized.
As of both December 31, 2023 and 2022, we had net
intangible assets of $1.7 billion and $1.9 billion, respectively.
We recorded amortization expense for intangible assets of
$209.1 million, $204.8 million and $205.5 million for the years
ended December 31, 2023, 2022 and 2021, respectively.
We do not believe there is a reasonable likelihood that there
will be a material change in the estimates or assumptions we
used to complete the purchase price allocations and the fair
value of assets acquired and liabilities assumed. However, if
actual results are not consistent with our estimates or
assumptions, we may be exposed to losses or gains that
could be material, which would be recorded in our
consolidated statements of operations in future periods.
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Description
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
Accounting for Impairment of Goodwill and
Other Intangible Assets
In accordance with the accounting standard for
goodwill and other intangible assets, we perform
goodwill and other intangible assets impairment
reviews annually, or whenever events or changes
in circumstances indicate that the carrying value of
an asset may not be recoverable.
We complete the annual goodwill impairment
assessment for the Americas, EMEA and Asia-
Pacific reporting units to determine if the fair
values of the reporting units exceeded their
carrying values.
We perform a review of other intangible assets for
impairment by assessing events or changes in
circumstances that indicate the carrying amount of
an asset may not be recoverable.
As of December 31, 2023, goodwill attributable to the
Americas, the EMEA and the Asia-Pacific reporting units was
$2.6 billion, $2.5 billion and $0.6 billion, respectively.
Future events, changing market conditions and any changes in
key assumptions may result in an impairment charge. While
we have not recorded an impairment charge against our
goodwill to date, the development of adverse business
conditions in our Americas, EMEA or Asia-Pacific reporting
units, such as higher than anticipated customer churn
or significantly increased operating costs, or significant
deterioration of our market comparables that we use in the
market approach, could result in an impairment charge in
future periods.
The balance of our other intangible assets, net, for both years
ended December 31, 2023 and 2022 was $1.7 billion and $1.9
billion, respectively. While we have not recorded an
impairment charge against our other intangible assets to date,
future events or changes in circumstances, such as a
significant decrease in market price of an asset, a significant
adverse change in the extent or manner in which an asset is
being used, a significant adverse change in legal factors or
business climate, may result in an impairment charge in future
periods.
To perform annual goodwill impairment assessment,
we elected to assess qualitative factors to determine
whether it is more likely than not that the fair value of a
reporting unit is less than its carrying value. This
analysis requires assumptions and estimates before
performing the quantitative goodwill impairment test,
where the assessment requires assumptions and
estimates derived from a review of our actual and
forecasted operating results, approved business plans,
future economic conditions and other market data.
Additionally, we periodically review our assessment of
our reporting units to determine if changes in facts and
circumstances warrant changes to our conclusions.
There were no specific factors present in 2023 or 2022
that indicated a potential goodwill impairment.
We performed our annual review of other intangible
assets by assessing if there were events or changes in
circumstances indicating that the carrying amount of an
asset may not be recoverable, such as a significant
decrease in market price of an asset, a significant
adverse change in the extent or manner in which an
asset is being used, a significant adverse change in
legal factors or business climate that could affect the
value of an asset or a continuous deterioration of our
financial condition. This assessment requires
assumptions and estimates derived from a review of
our actual and forecasted operating results, approved
business plans, future economic conditions and other
market data. There were no specific events in 2023 or
2022 that indicated a potential impairment.
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Description
Accounting for Property, Plant and Equipment
We have a substantial amount of property, plant
and equipment recorded on our consolidated
balance sheet. The vast majority of our property,
plant and equipment represent the costs incurred
to build out or acquire our IBX data centers. Our
IBX data centers are long-lived assets. We
depreciate our property, plant and equipment
using the straight-line method over the estimated
useful lives of the respective assets (subject to the
term of the lease in the case of leased assets or
leasehold improvements and integral equipment
located in leased properties).
Accounting for property, plant and equipment
includes determining the appropriate period in
which to depreciate such assets, assessing such
assets for potential impairment, capitalizing
interest during periods of construction and
assessing the asset retirement obligations
required for certain leased properties that require
us to return the leased properties back to their
original condition at the time we decide to exit a
leased property.
Accounting for Leases
A significant portion of our data center spaces,
office spaces and equipment are leased. Each
time we enter into a new lease or lease
amendments, we analyze each lease or lease
amendment for the proper accounting, including
determining if an arrangement is or contains a
lease at inception and making assessment of the
leased properties to determine if they are
operating or finance leases.
Judgments and Uncertainties
Effect if Actual Results Differ from Assumptions
As of December 31, 2023 and 2022, we had property, plant and
equipment of $18.6 billion and $16.6 billion, respectively.
During the years ended December 31, 2023, 2022 and 2021,
we recorded depreciation expense of $1.6 billion, $1.5 billion,
and $1.5 billion, respectively. While we evaluated the
appropriateness, we did not revise the estimated useful lives of
our property, plant and equipment during the years ended
December 31, 2023, 2022 and 2021. Further changes in our
estimated useful lives of our property, plant and equipment
could have a significant impact on our results of operations.
Judgments are required in arriving at the estimated
useful life of an asset and changes to these estimates
would have significant impact on our financial position
and results of operations. When we lease a property for
our IBX data centers, we generally enter into long-term
arrangements with renewal options available to us. In
the next several years, a number of leases for our IBX
data centers will come up for renewal. As we start
approaching the end of these initial lease terms, we will
need to reassess the estimated useful lives of our
property, plant and equipment. In addition, we may find
that our estimates for the useful lives of non-leased
assets may also need to be revised periodically. We
periodically review the estimated useful lives of certain
of our property, plant and equipment and changes in
these estimates in the future are possible.
The assessment of long-lived assets for impairment
requires assumptions and estimates of undiscounted
and discounted future cash flows. These assumptions
and estimates require significant judgment and are
inherently uncertain.
Determination of the accounting treatment, including
the result of the lease classification test for each new
lease, lease amendment, or lease term reassessment
is dependent on a variety of judgments, such as
identification of lease and non-lease components,
allocation of total consideration between lease and
non-lease components, determination of lease term,
including assessing the likelihood of lease renewals,
valuation of leased property, and establishing the
incremental borrowing rate to calculate the present
value of the minimum lease payment for the lease test.
The judgments used in the accounting for leases are
inherently subjective; different assumptions or
estimates could result in different accounting treatment
for a lease.
Lease assumptions and estimates are determined and applied
at the inception of the leases or at the lease modification or
reassessment date. As of December 31, 2023 and 2022,
operating lease right-of-use ("ROU") assets were at $1.4 billion
and $1.4 billion, respectively, and operating lease liabilities
were at $1.5 billion and $1.4 billion respectively. As of
December 31, 2023 and 2022, finance lease ROU assets were
$2.2 billion and $2.0 billion, respectively, and finance lease
liabilities were $2.3 billion and $2.3 billion, respectively. For the
years ended December 31, 2023, 2022 and 2021, we recorded
the finance lease cost of $279.3 million, $273.6 million and
$275.0 million , respectively, and recorded rent expense of
approximately $243.4 million, $213.6 million and $221.8 million,
respectively.
Recent Accounting Pronouncements
See "Recent Accounting Pronouncements" in Note 1 within the Consolidated Financial Statements.
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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-
looking statements. We may be exposed to market risks related to changes in interest rates and foreign currency exchange rates and fluctuations in the prices of
certain commodities, primarily electricity.
We employ foreign currency forward and option contracts, cross-currency interest rate swaps and interest rate locks for the purpose of hedging certain
specifically identified exposures. The use of these financial instruments is intended to mitigate some of the risks associated with fluctuations in currency
exchange and interest rates, but does not eliminate such risks. We do not use financial instruments for trading or speculative purposes.
Investment Portfolio Risk
We maintain an investment portfolio of various holdings, types, and maturities that is prioritized on meeting REIT asset requirements. All of our marketable
securities are recorded on our consolidated balance sheets at fair value with changes in fair values recognized in net income. We consider various factors in
determining whether we should recognize an impairment charge for our securities, including the length of time and extent to which the fair value has been less
than our cost basis and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery. We anticipate that we will
recover the entire cost basis of these securities and have determined that no other-than-temporary impairments associated with credit losses were required to
be recognized during the year ended December 31, 2023.
As of December 31, 2023, our investment portfolio of cash equivalents and marketable securities consisted of money market funds. The amount in our
investment portfolio that could be susceptible to market risk totaled $1.6 billion.
Interest Rate Risk
We are exposed to interest rate risk related to our outstanding debt. An immediate increase or decrease in current interest rates from their position as of
December 31, 2023 would not have a material impact on our interest expense due to the fixed coupon rate on the majority of our debt obligations. However, the
interest expense associated with our senior credit facility and term loans that bear interest at variable rates could be affected. For every 100-basis point
increase or decrease in interest rates, our annual interest expense could increase by approximately $6.4 million or decrease by approximately $6.4 million
based on the total balance of our term loan borrowings as of December 31, 2023.
We periodically enter into interest rate locks to hedge the interest rate exposure created by anticipated fixed rate debt issuances, which are designated as
cash flow hedges. When interest rate locks are settled, any accumulated gain or loss included as a component of other comprehensive income (loss) will be
amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. We also use cross-
currency swaps to hedge our interest rate risk in our variable rate debt obligations by changing the benchmark rate for a portion of the variable rate debt
obligations from SONIA to SOFR. As of December 31, 2023, the total notional amount of such cross-currency interest rate swaps was $280.3 million.
The fair value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair value of fixed interest rate debt will increase as
interest rates fall and decrease as interest rates rise. These interest rate changes may affect the fair value of the fixed interest rate debt but do not impact our
earnings or cash flows. The fair value of our mortgage and loans payable, which are not traded in the market, is estimated by considering our credit rating,
current rates available to us for debt of the same remaining maturities and the terms of the debt. The fair value of our other senior notes, which are traded in the
market, was based on quoted market prices. The following table represents the carrying value and estimated fair value of our mortgage and loans payable and
senior notes as of (in thousands):
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Mortgage and loans payable
Senior notes
(1)
The carrying value is gross of debt issuance cost and debt discount.
Foreign Currency Risk
December 31, 2023
December 31, 2022
Carrying
(1)
Value
Fair Value
Carrying
(1)
Value
$
671,694 $
684,222 $
653,617 $
13,168,952
11,739,401
12,226,890
Fair Value
666,387
10,196,933
To help manage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash
flow hedging program to hedge the forecasted revenues and expenses in our EMEA region as well as our debt denominated in foreign-currencies, (ii) a balance
sheet hedging program to hedge the re-measurement of monetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging
program to hedge the long term investments in our foreign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency
exchange rate movements and their impact on the consolidated statements of operations.
We have entered into various foreign currency debt obligations. As of December 31, 2023, the total principal amount of foreign currency debt obligations
was $2.8 billion, including $1.2 billion denominated in Euro and $636.9 million denominated in British Pound, $549.2 million denominated in Japanese Yen,
$356.6 million denominated in Swiss Franc, $27.4 million denominated in Canadian Dollar and $5.8 million denominated in Nigerian Naira. Fluctuations in the
exchange rates between these foreign currencies and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency
debt obligations at maturity. If the U.S. Dollar would have been weaker or stronger by 10% in comparison to these foreign currencies as of December 31, 2023,
we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by
approximately $310.1 million and $253.7 million, respectively. As of December 31, 2023, we have designated $1.5 billion of the total principal amount of foreign
currency debt obligations as net investment hedges against our net investments in foreign subsidiaries. For a net investment hedge, changes in the fair value of
the hedging instrument designated as a net investment hedge are recorded as a component of other comprehensive income (loss) in the consolidated balance
sheets.
We are also party to cross-currency interest rate swaps. As of December 31, 2023, the total notional amount of cross-currency interest rate swap contracts
was $4.5 billion. We have designated $3.1 billion of the total notional amount of cross-currency swaps as net investment hedges against our investment in
foreign subsidiaries and $280.3 million as cash flow hedges against a portion of our foreign currency denominated debt. The remaining $1.1 billion of cross-
currency interest rate swaps were not designated as hedging instruments, but were used to offset remeasurement gains and losses from foreign currency
monetary assets and liabilities. As of December 31, 2022, the total notional amount of cross-currency interest rate swap contracts was $4.2 billion. We have
designated $3.9 billion of the total notional amount of cross-currency swaps as net investment hedges against our investment in foreign subsidiaries and $280.3
million as cash flow hedges against a portion of our foreign currency denominated debt. The changes in the fair value of these designated swaps are recorded
as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. If the U.S. Dollar weakened or strengthened by 10% in
comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $362.3 million
and $294.1 million, respectively.
The U.S. Dollar weakened relative to certain of the currencies of the foreign countries in which we operate during the year ended December 31, 2023. This
has impacted our consolidated financial position and results of operations during this period, including the amount of revenues that we reported. Continued
strengthening or weakening of the U.S. Dollar will continue to impact us in future periods.
With the existing cash flow hedges in place, a hypothetical additional 10% strengthening of the U.S. Dollar during the year ended December 31, 2023
would have resulted in a reduction of our revenues and a reduction of our operating expenses including depreciation and amortization expense by approximately
$281.9 million and $256.6 million, respectively.
With the existing cash flow hedges in place, a hypothetical additional 10% weakening of the U.S. Dollar during the year ended December 31, 2023 would
have resulted in an increase of our revenues and an increase of our
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operating expenses including depreciation and amortization expenses by approximately $345.2 million and $320.3 million, respectively.
Commodity Price Risk
Certain operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying commodity prices. The commodities most likely
to have an impact on our results of operations in the event of price changes are electricity, supplies and equipment used in our IBX data centers. We closely
monitor the cost of electricity at all of our locations. We have entered into various power contracts to purchase power at fixed prices in certain locations in
Australia, Brazil, Canada, Chile, Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, Peru, Poland, Portugal, Singapore, Spain, Sweden,
Switzerland, the United Kingdom and the U.S.
In addition, as we are building new, or expanding existing, IBX data centers, we are subject to commodity price risk for building materials related to the
construction of these IBX data centers, such as steel and copper. In addition, the lead-time to procure certain pieces of equipment, such as generators, is
substantial. Any delays in procuring the necessary pieces of equipment for the construction of our IBX data centers could delay the anticipated openings of
these new IBX data centers and, as a result, increase the cost of these projects.
We do not currently employ forward contracts or other financial instruments to address commodity price risk other than the power contracts discussed
above.
ITEM 8. Financial Statements and Supplementary Data
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a)(1) and begin at page F-1 of this Annual Report on Form 10-
K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There is no disclosure to report pursuant to Item 9.
ITEM 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance level as of December 31, 2023.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over
financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which is included herein on page F-1 of this Annual Report on Form 10-K.
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Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control
over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our
disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been
detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management
override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost
effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d)
of the Exchange Act that occurred during the twelve months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
ITEM 9B. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2023, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a
“non-Rule 10b5-1 trading arrangement”, as such terms are defined in Item 408(a) of Regulation S-K.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
77
Table of Contents
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will
be filed with the SEC no later than 120 days after December 31, 2023 pursuant to Regulation 14A.
We have adopted a Code of Ethics applicable for the Chief Executive Officer and Senior Financial Officers and a Code of Business Conduct, which are both
"Code(s) of Ethics for Senior Financial Officers" as defined by applicable rules of the SEC. This information is incorporated by reference to the Equinix Proxy
Statement for the 2024 Annual Meeting of Stockholders and is also available on our website, www.equinix.com.
ITEM 11. Executive Compensation
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will
be filed with the SEC no later than 120 days after December 31, 2023 pursuant to Regulation 14A.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated by reference to the Equinix Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be
filed with the SEC no later than 120 days after December 31, 2023 pursuant to Regulation 14A.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will
be filed with the SEC no later than 120 days after December 31, 2023 pursuant to Regulation 14A.
ITEM 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will
be filed with the SEC no later than 120 days after December 31, 2023 pursuant to Regulation 14A.
78
Table of Contents
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and
2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
F-1
F-4
F-5
F-6
F-7
F-9
F-10
(a)(2) Financial statements and schedule:
Schedule III - Schedule of Real Estate and Accumulated Depreciation as of December 31, 2023 with reconciliations for the years ended December
31, 2023, 2022 and 2021
F-61
(a)(3) Exhibits:
Incorporated by Reference
Filing Date/
Period End Date
5/29/2015
Exhibit
2.1
Filed
Herewith
Exhibit Number
Exhibit Description
2.1
2.2
2.3
2.4
2.5
2.6
2.7
3.1
Rule 2.7 Announcement, dated as May 29, 2015.
Recommended Cash and Share Offer for Telecity Group plc
by Equinix, Inc.
Cooperation Agreement, dated as of May 29, 2015, by and
between Equinix, Inc. and Telecity Group plc.
Amendment to Cooperation Agreement, dated as of
November 24, 2015, by and between Equinix, Inc. and
Telecity Group plc.
Transaction Agreement, dated as of December 6, 2016, by
and between Verizon Communications Inc. and Equinix, Inc.
Amendment No. 1 to the Transaction Agreement, dated
February 23, 2017, by and between Verizon Communications
Inc. and Equinix, Inc.
Amendment No.2 to the Transaction Agreement, dated April
30, 2017, by and between Verizon Communications Inc. and
Equinix, Inc.
Amendment No.3 to the Transaction Agreement, dated June
29, 2018, by and between Verizon Communications Inc. and
Equinix, Inc.
Amended and Restated Certificate of Incorporation of the
Registrant, as amended to date.
79
Form
8-K
8-K
10-K
8-K
10-K
8-K
10-Q
5/29/2015
12/31/2015
12/6/2016
12/31/2016
5/1/2017
8/8/2018
2.2
2.3
2.1
2.5
2.1
2.7
3.1
10-K/A
12/31/2002
Table of Contents
Exhibit Number
3.2
3.3
3.4
3.5
3.6
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
Exhibit Description
Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant.
Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant.
Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant.
Certificate of Designation of Series A and Series A-1
Convertible Preferred Stock.
Amended and Restated Bylaws of the Registrant.
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
Indenture, dated as of December 12, 2017, between Equinix,
Inc. and U.S. Bank National Association, as Trustee.
Fourth Supplemental Indenture, dated as of November 18,
2019, among Equinix, Inc and U.S. Bank National
Association, as Trustee.
Form of 2.625% Senior Notes due 2024 (See Exhibit 4.3).
Fifth Supplemental Indenture, dated as of November 18,
2019, among Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 2.900% Senior Notes due 2026 (See Exhibit 4.5).
Sixth Supplemental Indenture, dated as of November 18,
2019, among Equinix, Inc. and U.S. Bank National
Association, as trustee.
Form of 3.200% Senior Notes due 2029 (See Exhibit 4.7)
Seventh Supplemental Indenture, dated as of June 22, 2020,
among Equinix, Inc. and U.S. Bank National Association, as
Trustee.
Form of 1.250% Senior Note due 2025 (See Exhibit 4.9)
Eighth Supplemental Indenture, dated as of June 22, 2020,
among Equinix, Inc. and U.S. Bank National Association, as
Trustee.
Form of 1.800% Senior Note due 2027 (See Exhibit 4.11)
Ninth Supplemental Indenture, dated as of June 22, 2020,
among Equinix, Inc. and U.S. Bank National Association, as
Trustee.
4.14
Form of 2.150% Senior Note due 2030 (see Exhibit 4.13)
80
Incorporated by Reference
Filing Date/
Period End Date
6/14/2011
Exhibit
3.1
Filed
Herewith
Form
8-K
8-K
10-Q
6/11/2013
6/30/2014
10-K/A
12/31/2002
8-K
8-K
8-K
8-K
8-K
8-K
8-K
4/13/2022
12/5/2017
11/18/2019
11/18/2019
11/18/2019
6/22/2020
6/22/2020
8-K
6/22/2020
8-K
6/22/2020
3.1
3.4
3.3
3.1
4.1
4.2
4.4
4.6
4.2
4.4
4.6
Table of Contents
Exhibit Number
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
Exhibit Description
Tenth Supplemental Indenture, dated as of June 22, 2020,
among Equinix, Inc. and U.S. Bank National Association, as
Trustee.
Form of 3.000% Senior Note due 2050 (See Exhibit 4.15)
Eleventh Supplemental Indenture, dated as of October 7,
2020, among Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 1.000% Senior Note due 2025 (included in Exhibit
4.17)
Twelfth Supplemental Indenture, dated as of October 7, 2020,
among Equinix, Inc. and U.S. Bank National Association, as
Trustee.
Form of 1.550% Senior Note due 2028 (included in Exhibit
4.19)
Thirteenth Supplemental Indenture, dated as of October 7,
2020, among Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 2.950% Senior Note due 2051 (included in Exhibit
4.21)
Fourteenth Supplemental Indenture, dated as of March 10,
2021, between Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 0.250% Senior Note due 2027 (included in Exhibit
4.23)
Fifteenth Supplemental Indenture, dated as of March 10,
2021, between Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 1.000% Senior Note due 2033 (included in Exhibit
4.25)
Sixteenth Supplemental Indenture, dated as of May 17, 2021,
between Equinix, Inc. and U.S. Bank.
Form of 1.450% Senior Note due 2026 (included in Exhibit
4.34) Form of 1.450% Senior Note due 2026 (included in
Exhibit 4.27)
Seventeenth Supplemental Indenture, dated as of May 17,
2021, between Equinix, Inc. and U.S. Bank National
Association, as Trustee.
Form of 2.000% Senior Note due 2028 (included in Exhibit
4.29)
Eighteenth Supplemental Indenture, dated May 17, 2021,
between Equinix, Inc. and U.S. Bank National Association, as
Trustee.
Form of 2.500% Senior Note due 2031 (included in Exhibit
4.31)
81
Incorporated by Reference
Form
8-K
Filing Date/
Period End Date
6/22/2020
Exhibit
4.8
Filed
Herewith
8-K
10/7/2020
4.2
8-K
10/7/2020
4.4
8-K
10/7/2020
4.6
8-K
3/11/2021
4.2
8-K
3/11/2021
4.4
8-K
5/17/2021
4.2
8-K
5/17/2021
4.4
8-K
5/17/2021
4.6
Table of Contents
Exhibit Number
4.33
4.34
4.35
4.36
4.37
4.38
4.39
4.40
10.1**
10.2**
10.3**
10.4**
10.5**
10.6**
10.7**
10.8**
10.9**
10.10**
10.11**
10.12**
10.13**
Exhibit Description
Nineteenth Supplemental Indenture, dated May 17, 2021,
between Equinix, Inc. and U.S. Bank National Association,
as Trustee.
Form of 3.400% Senior Note due 2052 (included in Exhibit
4.33)
Twentieth Supplemental Indenture, dated as of April 5,
2022, between Equinix, Inc. and U.S. Bank Trust Company
National Association, as Trustee.
Form of 3.900% Senior Notes due 2032 (included in Exhibit
4.35)
Form of Registrant's Common Stock Certificate.
Description of Securities
Notes Purchase Agreement, dated February 7, 2023, and
issued by Equinix Japan K.K. and Equinix, Inc. as Parent
Guarantor.
Terms and Conditions of the Swiss Francs bonds due
September 12, 2028, issued by Equinix Europe 1 Financing
Corporation LLC and guaranteed by Equinix, Inc. as
Guarantor.
10-K
10-Q
10-Q
Form of Indemnification Agreement between the Registrant
and each of its officers and directors.
S-4 (File No. 333-
93749)
2000 Equity Incentive Plan, as amended.
2020 Equity Incentive Plan
10-K
DEF14A
Equinix, Inc. 2004 Employee Stock Purchase Plan, as
amended.
2021 Form of Revenue/AFFO per Share Restricted Stock
Unit Agreement for Executives.
2021 Form of TSR Restricted Stock Unit Agreement for
Executives.
2021 Form of Time-Based Restricted Stock Unit Agreement
for Executives.
2022 Form of Revenue/AFFO per Share/Digital Services
Performance Restricted Stock Unit Agreement for
Executives.
2022 Form of TSR Restricted Stock Unit Agreement for
Executives.
2022 Form of Time-Based Restricted Stock Unit Agreement
for Executives.
2023 Form of Revenue/AFFO per Share/Digital Services
Performance Restricted Stock Unit Agreement for
Executives.
2023 Form of TSR Restricted Stock Unit Agreement for
Executives.
2023 Form of Time-Based Restricted Stock Unit Agreement
for Executives.
10-K
10-Q
10-Q
10-Q
10-Q
10-Q
10-Q
10-Q
10-Q
10-Q
82
Incorporated by Reference
Form
8-K
Filing Date/
Period End Date
5/17/2021
Exhibit
4.8
Filed
Herewith
8-K
4/5/2022
4.2
X
12/31/2014
3/31/2023
9/30/2023
12/29/1999
12/31/2021
4.13
4.39
4.40
10.5
10.2
4/27/2020
Appendix A
12/31/2022
3/31/2021
3/31/2021
3/31/2021
3/31/2022
3/31/2022
3/31/2022
3/31/2023
3/31/2023
3/31/2023
10.4
10.11
10.12
10.13
10.11
10.12
10.13
10.15
10.16
10.17
Table of Contents
Exhibit Number
Exhibit Description
10.14**
10.15
10.16
10.17**
10.18**
10.19**
10.20**
10.21**
10.22**
10.23**
2023 Equinix, Inc. Annual Incentive Plan.
Agreement for Purchase and Sale of Shares Among RW
Brasil Fundo de Investimentos em Participação, Antônio
Eduardo Zago De Carvalho and Sidney Victor da Costa
Breyer, as Sellers, and Equinix Brasil Participaçãoes Ltda.,
as Purchaser, and Equinix South America Holdings LLC., as
a Party for Limited Purposes and ALOG Soluções de
Tecnologia em Informática S.A. as Intervening Consenting
Party dated July 18, 2014.
Credit Agreement dated January 7, 2022 by and among
Equinix, as borrower, a syndicate of financial institutions, as
lenders, Bank of America, N.A., as administrative agent,
Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank,
Ltd., RBC Capital Markets, Goldman Sachs Bank USA and
HSBC Securities (USA) Inc., as co-syndication agents,
Barclays Bank PLC, BNP Paribas, Deutsche Bank AG New
York Branch, ING Bank N.V., Dublin Branch, Morgan Stanley
Senior Funding, Inc., Sumitomo Mitsui Banking Corporation,
The Bank of Nova Scotia and TD Securities (USA) LLC, as
co-documentation agents, and BofA Securities, Inc., Citibank,
N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., RBC
Capital Markets, Goldman Sachs Bank USA and HSBC
Securities (USA) Inc., as joint lead arrangers and book
runners.
Relocation Letter Agreement by and between Equinix, Inc.
and Charles Meyers dated October 12, 2018.
Change in Control Severance Agreement between Equinix,
Inc and Mike Campbell dated October 3, 2019.
Change in Control Severance Agreement between Equinix,
Inc and Brandi Galvin Morandi dated October 3, 2019.
Change in Control Severance Agreement between Equinix,
Inc and Peter Van Camp dated October 3, 2019.
Change in Control Severance Agreement between Equinix,
Inc and Charles Meyers dated October 4, 2019.
Change in Control Severance Agreement between Equinix,
Inc and Keith Taylor dated October 3, 2019.
Change in Control Severance Agreement between Equinix,
Inc and Jon Lin dated January 2, 2022.
83
Incorporated by Reference
Filing Date/
Period End Date
3/31/2023
9/30/2014
Exhibit
10.18
10.67
Form
10-Q
10-Q
Filed
Herewith
10-K
12/31/2021
10.22
10-K
10-Q
10-Q
10-Q
10-Q
10-Q
10-K
2/22/2019
9/30/2019
9/30/2019
9/30/2019
9/30/2019
9/30/2019
12/31/2022
10.37
10.25
10.26
10.28
10.29
10.31
10.24
Table of Contents
Exhibit Number
10.24**
Exhibit Description
Change in Control Severance Agreement between Equinix, Inc.
and Scott Crenshaw dated August 1, 2022.
10.25**
10.26**
10.27**
10.28**
10.29**
10.30**
21.1
23.1
31.1
31.2
32.1
32.2
97.1
Side Letter Agreement Regarding RSUs between Equinix, Inc.
and Charles Meyers dated October 4, 2019.
Side Letter Agreement Regarding RSUs between Equinix, Inc.
and Keith Taylor dated October 3, 2019.
Side Letter Agreement Regarding RSUs between Equinix, Inc.
and Mike Campbell dated October 3, 2019.
Side Letter Agreement Regarding RSUs between Equinix, Inc.
and Brandi Galvin Morandi dated October 3, 2019.
Side Letter Agreement Regarding RSUs between Equinix, Inc.
and Peter Van Camp dated October 3, 2019.
Amendment to Relocation Letter Agreement by and between
Equinix, Inc. and Charles Meyers dated September 21, 2022.
Subsidiaries of Equinix, Inc.
Consent of PricewaterhouseCoopers LLP, Independent
Registered Public Accounting Firm.
Chief Executive Officer Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Chief Financial Officer Certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Chief Executive Officer Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Chief Financial Officer Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Equinix, Inc. Compensation Recoupment Policy.
101.INS
XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
84
Filed
Herewith
Incorporated by Reference
Filing Date/
Period End Date
12/31/2022
9/30/2019
9/30/2019
9/30/2019
9/30/2019
9/30/2019
9/30/2022
Form
10-K
10-Q
10-Q
10-Q
10-Q
10-Q
10-Q
Exhibit
10.25
10.34
10.36
10.37
10.38
10.40
10.39
X
X
X
X
X
X
X
X
X
X
X
X
X
Table of Contents
Exhibit Number
104
Exhibit Description
Cover Page Interactive Data File - the cover page interactive
data file does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL
document.
Incorporated by Reference
Form
Filing Date/
Period End Date
Exhibit
Filed
Herewith
X
** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
(b)
(c)
Exhibits.
See (a) (3) above.
Financial Statement Schedule.
See (a) (2) above.
ITEM 16. Form 10-K Summary
Not applicable.
85
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-
K to be signed on its behalf by the undersigned, thereunto duly authorized.
Signatures
February 16, 2024
By
/s/ CHARLES MEYERS
EQUINIX, INC.
(Registrant)
Charles Meyers
Chief Executive Officer and President
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Meyers or Keith D.
Taylor, or either of them, each with the power of substitution, their attorney-in-fact, to sign any amendments to this Annual Report on Form 10-K (including post-
effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
86
Table of Contents
Signature
/s/ CHARLES MEYERS
Charles Meyers
Chief Executive Officer and President (Principal Executive Officer)
Title
Date
February 16, 2024
/s/ KEITH D. TAYLOR
Chief Financial Officer (Principal Financial Officer)
February 16, 2024
Keith D. Taylor
/s/ SIMON MILLER
Chief Accounting Officer (Principal Accounting Officer)
February 16, 2024
Simon Miller
/s/ PETER F. VAN CAMP
Executive Chairman
Peter F. Van Camp
/s/ NANCI CALDWELL
Director
Nanci Caldwell
/s/ ADAIRE FOX-MARTIN
Director
Adaire Fox-Martin
/s/ GARY F. HROMADKO
Director
Gary F. Hromadko
/s/ THOMAS OLINGER
Director
Thomas Olinger
/s/ CHRISTOPHER B. PAISLEY
Director
Christopher B. Paisley
/s/ JEETU PATEL
Jeetu Patel
Director
/s/ SANDRA RIVERA
Director
Sandra Rivera
/s/ FIDELMA RUSSO
Director
Fidelma Russo
87
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
February 16, 2024
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Equinix, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Equinix, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and
December 31, 2022, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity and other comprehensive
income (loss) and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement
schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting
appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-1
Table of Contents
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated
or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements
and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on
the critical audit matter or on the accounts or disclosures to which it relates.
Income taxes - Real estate investment trust asset tests
As described in Notes 1 and 14 to the consolidated financial statements, the Company recorded income tax expense of $155.3 million for the year ended
December 31, 2023. The Company has been operating as a real estate investment trust for federal income tax purposes ("REIT") effective January 1, 2015. As
a result, the Company may deduct the dividends made to its stockholders from taxable income generated by the Company and its qualified REIT subsidiaries
("QRSs"). The Company’s qualification and taxation as a REIT depends on its satisfaction of certain asset, income, organizational, distribution, stockholder
ownership and other requirements on a continuing basis. The Company’s ability to satisfy quarterly asset tests depends upon its analysis and the fair market
values of its REIT and non-REIT assets. For purposes of the quarterly REIT asset tests, management estimates the fair market value of assets within its QRSs
and taxable REIT subsidiaries (“TRSs”) using a discounted cash flow approach, by calculating the present value of forecasted future cash flows. Management
applies discount rates based on industry benchmarks relative to the market and forecasting risks. Other significant assumptions used by management to
estimate the fair market value of assets in QRSs and TRSs include projected revenue growth, projected operating margins, and projected capital expenditures.
Management revisits significant assumptions periodically to reflect any changes due to the business or economic environment.
The principal considerations for our determination that performing procedures relating to income taxes - REIT asset tests is a critical audit matter are (i) the
significant judgment by management when determining the fair market value of REIT and non-REIT assets, which in turn led to a high degree of subjectivity in
performing procedures relating to the REIT asset tests, (ii) the significant audit effort and judgment in evaluating audit evidence related to the significant
assumptions used in the REIT asset tests related to the discount rates, projected revenue growth, projected operating margins, and projected capital
expenditures, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to the REIT asset tests, including controls over management's
determination of the fair market value of REIT and non-REIT assets. These procedures also included, among others, testing management’s process for
estimating the fair market value of the REIT and non-REIT assets; evaluating the appropriateness of the
F-2
Table of Contents
discounted cash flow approach; testing the completeness and accuracy of underlying data used in the approach; and evaluating the significant assumptions
used by management related to the discount rates, projected revenue growth, projected operating margins, and projected capital expenditures. Evaluating
management’s assumptions related to projected revenue growth, projected operating margins, and projected capital expenditures involved considering the
current and past performance of the Company, economic and industry trends, as well as whether these assumptions were consistent with evidence obtained in
other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow
approach and the discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 16, 2024
We have served as the Company's auditor since 2000.
F-3
Table of Contents
EQUINIX, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance of $ 17,176 and $12,225
Assets
$
Other current assets
Assets held for sale
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Other assets
Total assets
Current liabilities:
$
Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity
Accounts payable and accrued expenses
Accrued property, plant and equipment
Current portion of operating lease liabilities
Current portion of finance lease liabilities
Current portion of mortgage and loans payable
Current portion of senior notes
Other current liabilities
Total current liabilities
Operating lease liabilities, less current portion
Finance lease liabilities, less current portion
Mortgage and loans payable, less current portion
Senior notes, less current portion
Other liabilities
Total liabilities
Commitments and contingencies (Note 15)
Redeemable non-controlling interest
Common stockholders' equity:
Common stock, $0.001 par value per share: 300,000,000 shares authorized in 2023 and 2022; 94,629,955 issued
and 94,479,277 outstanding in 2023 and 92,813,976 issued and 92,620,703 outstanding in 2022
Additional paid-in capital
Treasury stock, at cost; 150,678 shares in 2023 and 193,273 shares in 2022
Accumulated dividends
Accumulated other comprehensive loss
Retained earnings
Total common stockholders' equity
Non-controlling interests
Total stockholders' equity
Total liabilities, redeemable non-controlling interest and stockholders' equity
See accompanying notes to consolidated financial statements.
F-4
$
$
December 31,
2023
2022
2,095,712 $
1,003,792
468,193
—
3,567,697
18,600,833
1,448,890
5,737,122
1,704,870
1,591,312
32,650,724 $
1,186,618 $
398,216
130,745
138,657
7,705
998,580
301,729
3,162,250
1,331,333
2,122,484
663,263
12,062,346
795,549
20,137,225
1,906,421
855,380
459,138
84,316
3,305,255
16,649,534
1,427,950
5,654,217
1,897,649
1,376,137
30,310,742
1,004,800
281,347
139,538
151,420
9,847
—
251,346
1,838,298
1,272,812
2,143,690
642,708
12,109,539
797,863
18,804,910
25,000
—
95
18,595,664
(56,117)
(8,694,647)
(1,290,117)
3,934,016
12,488,894
(395)
12,488,499
32,650,724 $
93
17,320,017
(71,966)
(7,317,570)
(1,389,446)
2,964,838
11,505,966
(134)
11,505,832
30,310,742
EQUINIX, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
Table of Contents
Revenues
Costs and operating expenses:
Cost of revenues
Sales and marketing
General and administrative
Transaction costs
(Gain) loss on asset sales
Total costs and operating expenses
Income from operations
Interest income
Interest expense
Other expense
Gain (loss) on debt extinguishment
Income before income taxes
Income tax expense
Net income
Net (income) loss attributable to non-controlling interests
Net income attributable to common shareholders
Earnings per share ("EPS") attributable to common shareholders:
Basic EPS
Weighted-average shares for basic EPS
Diluted EPS
Weighted-average shares for diluted EPS
2023
8,188,136 $
Years Ended December 31,
2022
7,263,105 $
$
2021
6,635,537
4,227,658
855,796
1,654,042
12,412
(5,046)
6,744,862
1,443,274
94,227
(402,022)
(11,214)
(35)
1,124,230
(155,250)
968,980
198
969,178 $
3,751,501
786,560
1,498,701
21,839
3,976
6,062,577
1,200,528
36,268
(356,337)
(51,417)
327
829,369
(124,792)
704,577
(232)
704,345 $
10.35 $
93,615
10.31 $
94,009
7.69 $
91,569
7.67 $
91,828
3,472,422
741,232
1,301,797
22,769
(10,845)
5,527,375
1,108,162
2,644
(336,082)
(50,647)
(115,125)
608,952
(109,224)
499,728
463
500,191
5.57
89,772
5.53
90,409
$
$
$
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
EQUINIX, INC.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Net income
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment (“CTA”) gain (loss), net of tax effects of $ 0, $0 and $0
Net investment hedge CTA gain (loss), net of tax effects of $ 0, $0 and $0
Unrealized gain (loss) on cash flow hedges, net of tax effects of $ 4,732, $2,248 and $( 16,980)
Net actuarial gain (loss) on defined benefit plans, net of tax effects of $ 118, $25 and $( 14)
Total other comprehensive income (loss), net of tax
Comprehensive income, net of tax
Net (income) loss attributable to non-controlling interests
Other comprehensive (income) loss attributable to non-controlling interests
2023
Years Ended December 31,
2022
2021
$
968,980 $
704,577 $
499,728
249,981
(131,883)
(18,370)
(462)
99,266
1,068,246
198
63
(769,886)
425,701
40,543
(101)
(303,743)
400,834
(232)
48
(559,969)
326,982
60,562
57
(172,368)
327,360
463
(15)
327,808
Comprehensive income attributable to common shareholders
$
1,068,507 $
400,650 $
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss)
For the Three Years Ended December 31, 2023
(in thousands, except share data)
EQUINIX, INC.
Common stock
Treasury stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Dividends
AOCI (Loss)
Retained
Earnings
Equinix
Stockholders'
Equity
Non-
controlling
Interests
Total
Stockholders'
Equity
Balance as of December 31,
2020
Net income (loss)
Other comprehensive income
(loss)
Issuance of common stock
and release of treasury stock
for employee equity awards
Issuance of common stock
under ATM Program
Dividend distribution on
common stock, $11.48 per
share
Settlement of accrued
dividends on vested equity
awards
Accrued dividends on
unvested equity awards
Stock-based compensation,
net of estimated forfeitures
Balance as of December 31,
2021
Net income
Other comprehensive loss
Issuance of common stock
and release of treasury stock
for employee equity awards
Issuance of common stock
under ATM Program
Dividend distribution on
common stock, $12.40 per
share
Settlement of accrued
dividends on vested equity
awards
Accrued dividends on
unvested equity awards
Stock-based compensation,
net of estimated forfeitures
89,462,304 $
—
—
772,905
637,617
—
—
—
—
90,872,826
—
—
780,444
1,160,706
—
—
—
—
89
—
—
1
1
—
—
—
—
91
—
—
1
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(328,052) $(122,118) $15,028,357 $ (5,119,274) $ (913,368) $ 1,760,302 $ 10,633,988 $
—
500,191
500,191
130 $ 10,634,118
499,728
(463)
—
—
—
—
—
—
26,632
9,910
67,718
—
497,869
(172,383)
—
(172,383)
15
(172,368)
—
—
—
—
—
—
—
—
77,629
497,870
—
—
77,629
497,870
—
(1,030,005)
—
(1,030,005)
—
—
—
(839)
(15,022)
390,653
—
—
—
(839)
(15,022)
390,653
—
—
—
—
—
(1,030,005)
—
—
(839)
(15,022)
390,653
—
(301,420)
—
—
(112,208)
—
—
15,984,597
—
—
(6,165,140)
—
—
(1,085,751)
—
(303,695)
2,260,493
704,345
—
10,882,082
704,345
(303,695)
(318)
232
(48)
10,881,764
704,577
(303,743)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
130,557
796,018
—
—
130,557
796,018
—
(1,137,203)
—
(1,137,203)
—
—
—
(927)
(14,300)
449,089
—
—
—
(927)
(14,300)
449,089
108,147
40,242
90,314
—
796,017
—
—
—
—
—
(1,137,203)
—
—
(927)
(14,300)
449,089
—
F-7
Table of Contents
Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss) - Continued
For the Three Years Ended December 31, 2023
(in thousands, except share data)
EQUINIX INC.
Common stock
Treasury stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Dividends
AOCI (Loss)
Retained
Earnings
Equinix
Stockholders'
Equity
Non-
controlling
Interests
Total
Stockholders'
Equity
(193,273)
—
(71,966)
—
17,320,017
—
(7,317,570)
—
(1,389,446)
—
2,964,838
969,178
11,505,966
969,178
Balance as of December 31,
2022
Net income (loss)
Other comprehensive income
(loss)
Issuance of common stock
and release of treasury stock
for employee equity awards
Issuance of common stock
under ATM Program
Dividend distribution on
common stock, $14.49 per
share
Settlement of accrued
dividends on vested equity
awards
Accrued dividends on
unvested equity awards
Stock-based compensation,
net of estimated forfeitures
Balance as of December 31,
2023
92,813,976
—
—
793,394
1,022,585
—
—
—
—
94,629,955 $
93
—
—
1
1
—
—
—
—
95
—
—
—
42,595
15,849
73,540
—
733,650
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,359,305)
—
—
(966)
(16,806)
468,457
—
99,329
—
—
—
—
—
—
—
—
—
99,329
89,390
733,651
(134)
(198)
(63)
11,505,832
968,980
99,266
—
—
89,390
733,651
—
(1,359,305)
—
(1,359,305)
—
—
—
(966)
(16,806)
468,457
—
—
—
(966)
(16,806)
468,457
(150,678) $(56,117) $18,595,664 $ (8,694,647) $(1,290,117) $ 3,934,016 $ 12,488,894 $
(395) $ 12,488,499
See accompanying notes to consolidated financial statements.
F-8
Table of Contents
EQUINIX, INC.
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Stock-based compensation
Amortization of intangible assets
Amortization of debt issuance costs and debt discounts and premiums
Provision for credit loss allowance
(Gain) loss on asset sales
(Gain) loss on debt extinguishment
Other items
Changes in operating assets and liabilities:
Accounts receivable
Income taxes, net
Other assets
Operating lease right-of-use assets
Operating lease liabilities
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of investments
Sales of investments
Business acquisitions, net of cash and restricted cash acquired
Real estate acquisitions
Purchases of other property, plant and equipment
Proceeds from sale of assets, net of cash transferred
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from employee equity awards
Payment of dividends
Proceeds from public offering of common stock, net of issuance costs
Proceeds from senior notes, net of debt discounts
Proceeds from mortgage and loans payable
Repayment of senior notes
Repayments of finance lease liabilities
Proceeds from redeemable non-controlling interest
Repayments of mortgage and loans payable
Debt extinguishment costs
Debt issuance costs
Net cash provided by financing activities
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental cash flow information
Cash paid for taxes, net
Cash paid for interest
Cash and cash equivalents
Current portion of restricted cash included in other current assets
Non-current portion of restricted cash included in other assets
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows
$
$
$
$
$
See accompanying notes to consolidated financial statements.
F-9
2023
Years Ended December 31,
2022
2021
$
968,980 $
704,577 $
499,728
1,636,075
407,536
209,063
18,718
14,835
(5,046)
35
41,722
(150,345)
4,107
(145,867)
138,704
(126,539)
161,300
43,317
3,216,595
(135,881)
—
—
(384,401)
(2,781,018)
76,936
(3,224,364)
86,848
(1,374,168)
733,651
902,092
—
—
(148,913)
25,000
(6,132)
—
(6,932)
211,446
(15,616)
188,061
1,908,248
2,096,309 $
152,988 $
471,456 $
2,095,712 $
504
93
2,096,309 $
1,531,453
403,983
204,755
17,826
7,426
3,976
(327)
63,038
(153,415)
(7,827)
(52,276)
149,094
(132,831)
114,600
109,130
2,963,182
(144,642)
22,073
(964,010)
(248,276)
(2,278,004)
249,906
(3,362,953)
81,543
(1,151,459)
796,018
1,193,688
676,850
—
(134,202)
—
(587,941)
—
(17,731)
856,766
(98,201)
358,794
1,549,454
1,908,248 $
140,312 $
430,217 $
1,906,421 $
1,734
93
1,908,248 $
1,450,806
363,774
205,484
17,135
10,016
(10,845)
115,125
28,717
(1,873)
(16,602)
(114,268)
140,590
(177,533)
64,596
(27,644)
2,547,206
(107,533)
4,057
(158,498)
(201,837)
(2,751,512)
208,585
(3,006,738)
77,628
(1,042,909)
497,870
3,878,662
—
(1,990,650)
(165,539)
—
(717,010)
(99,185)
(25,102)
413,765
(30,474)
(76,241)
1,625,695
1,549,454
134,411
426,439
1,536,358
12,188
908
1,549,454
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Equinix, Inc. ("Equinix," the "Company," "we," "our," or "us") was incorporated in Delaware on June 22, 1998. Equinix provides colocation space and related
offerings. Global enterprises, content providers, financial companies and network service providers rely upon Equinix's insight and expertise to safehouse and
connect their most valued information assets. We operate International Business Exchange ("IBX ") data centers, or IBX data centers, across the Americas;
Europe, Middle East and Africa ("EMEA") and Asia-Pacific geographic regions where customers directly interconnect with a network ecosystem of partners and
customers. More than 2,000 network service providers offer access to the world's internet routes inside our IBX data centers. This access to internet routes
provides Equinix customers improved reliability and streamlined connectivity while significantly reducing costs by reaching a critical mass of networks within a
centralized physical location. We also invest in data center joint ventures or partnerships where we perform a variety of services described in Note 6. As of
December 31, 2023, we controlled and operated 241 IBX data centers in 70 markets around the world.
TM
®
We have been operating as a real estate investment trust for federal income tax purposes ("REIT") effective January 1, 2015. See "Income Taxes" in Note
14 below for additional information.
Basis of Presentation, Consolidation and Foreign Currency
The accompanying consolidated financial statements include the accounts of Equinix and its subsidiaries, including the acquisitions of:
•
•
•
Two data center sites in Mumbai, India from GPX India ("GPX India Acquisition") from September 1, 2021;
Four data centers as well as a subsea cable and terrestrial fiber network in West Africa acquired from MainOne Cable Company ("MainOne") from April
1, 2022; and
Four data centers in Chile and a data center in Peru acquired from Empresa Nacional De Telecomunicaciones S.A. ("Entel") from May 2, 2022 and
August 1, 2022, respectively.
We consolidate all entities that are wholly owned and those entities in which we own less than 100% of the equity but control, including Variable Interest
Entities ("VIEs") for which we are the primary beneficiary. Our investment in consolidated VIEs have not been material to our consolidated financial statements
as of and for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Foreign exchange gains or losses
resulting from foreign currency transactions, including intercompany foreign currency transactions, that are anticipated to be repaid within the foreseeable future,
are reported within other income (expense) on our accompanying consolidated statements of operations. For additional information on the impact of foreign
currencies to our consolidated financial statements, see "Accumulated Other Comprehensive Loss" in Note 12.
Use of Estimates
The preparation of consolidated financial statements in conformity with the accounting principles generally accepted in the United States of America
("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to the allowance for credit
losses, fair values of financial and derivative instruments, intangible assets and goodwill, assets acquired and liabilities assumed from acquisitions, useful lives
of intangible assets and property, plant and equipment, leases, asset retirement obligations, other accruals, and income taxes. We base our estimates on
historical experience and on various other assumptions that are believed to be reasonable.
F-10
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Cash, Cash Equivalents and Short-Term Investments
We consider all highly liquid instruments with an original maturity from the date of purchase of 90 days or less to be cash equivalents. Cash equivalents
consist of money market mutual funds and certificates of deposit with original maturities up to 90 days. Short-term investments generally consist of certificates of
deposit with original maturities of between 90 days and 1 year. Publicly traded equity securities are measured at fair value with changes in the fair values
recognized within other income (expense) in our consolidated statements of operations. We review our investment portfolio quarterly to determine if any
securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades.
Equity Method Investments
We enter into joint venture or partnership arrangements to invest in certain entities for business development objectives. At the inception of these
arrangements and if a reconsideration event has occurred, we assess our interests with such entities to determine whether any of the entities meet the definition
of a variable interest entity ("VIE"). A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional
subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. We are required to consolidate the
assets and liabilities of VIEs when we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is the entity that meets both of the following
criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the
right to receive benefits that in either case could potentially be significant to the VIE. For VIEs where we are not the primary beneficiary, and other joint ventures
or partnerships that are not VIEs, where we have the ability to exercise significant influence over the entity, we account for those investments under the equity
method of accounting.
Equity method investments are initially measured at cost, or at fair value when the investment represents a retained equity interest in a deconsolidated
business or derecognized distinct non-financial assets. Equity investments are subsequently adjusted for cash contributions, distributions and our share of the
income and losses of the investees. We record our equity method investments in other assets in the consolidated balance sheet. Our proportionate shares of
the income or loss from our equity method investments are recorded in other income in the consolidated statement of operations.
We review our investments quarterly to determine if any investments may be impaired considering both qualitative and quantitative factors that may have a
significant impact on the investees' fair value. We did not record any impairment charges related to our equity method investments for the years ended
December 31, 2023, 2022 and 2021. For further information on our Equity Method Investments, see Note 6.
Non-marketable Equity Investments
We also have investments in non-marketable equity securities, where we do not have the ability to exercise significant influence over the investees. We
elected the measurement alternative under which the securities are measured at cost minus impairment, if any, and adjusted for changes resulting from
qualifying observable price changes. We record non-marketable equity investment in other assets in the consolidated balance sheet. We review our non-
marketable equity investments quarterly to determine if any investments may be impaired considering both qualitative and quantitative factors that may have a
significant impact on the investees' fair value. We did not record any impairment charges related to our non-marketable equity investments for the years ended
December 31, 2023, 2022 and 2021.
Financial Instruments and Concentration of Credit Risk
Financial instruments which potentially subject us to concentrations of credit risk consist of cash and cash equivalents, short-term investments, accounts
receivable and contract assets. Risks associated with cash and cash equivalents and short-term investments are mitigated by our investment policy, which limits
our investing to only those marketable securities rated at least A-1/P-1 Short Term Rating or A-/A3 Long Term Rating, as determined by independent credit
rating agencies.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A significant portion of our customer base is comprised of businesses throughout the Americas. However, a portion of our revenues are derived from our
EMEA and Asia-Pacific operations. The following table sets forth percentages of our revenues by geographic region for the years ended December 31:
Americas
EMEA
Asia-Pacific
For further information on segment information, see Note 17.
Property, Plant and Equipment
2023
2022
2021
44 %
35 %
21 %
46 %
32 %
22 %
46 %
32 %
22 %
Property, plant and equipment are stated at our original cost or initial fair value for property, plant and equipment acquired through acquisitions, net of
depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Buildings under finance leases,
Leasehold improvements and integral equipment at leased locations are amortized over the shorter of the lease term or the estimated useful life of the asset or
improvement.
We capitalize certain internal and external costs associated with the development and purchase of internal-use software in property, plant and equipment,
net on the consolidated balance sheets. This includes costs incurred in cloud computing arrangements ("CCA"), where it is both feasible and contractually
permissible without significant penalty for us to take possession of the software. All other CCAs are considered service contracts, and the licensing and
implementation costs incurred associated with such contracts are capitalized in other assets on the consolidated balance sheets. Capitalized internal-use
software costs and capitalized implementation costs are amortized on a straight-line basis over the estimated useful lives of the software or arrangements.
Our estimated useful lives of property, plant and equipment are generally as follows:
Core systems
Buildings
Leasehold improvements
Personal Property, including capitalized internal-use software
3 - 40 years
12 - 60 years
12 - 40 years
3 - 10 years
Our construction in progress includes direct and indirect expenditures for the construction and expansion of IBX data centers and is stated at original cost.
We contracted out substantially all of the construction and expansion efforts of our IBX data centers to independent contractors under construction contracts.
Construction in progress includes costs incurred under construction contracts including project management services, engineering and schematic design
services, design development, construction services and other construction-related fees and services. In addition, we capitalized interest costs during the
construction phase. Once an IBX data center or expansion project becomes operational, these capitalized costs are allocated to certain property, plant and
equipment categories and are depreciated over the estimated useful lives of the underlying assets.
We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or
an asset group may not be recoverable, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in
which an asset or an asset group is being used or its physical condition, a significant adverse change in legal factors or business climate that could affect the
value of an asset or an asset group or a continuous deterioration of our financial condition. Recoverability of assets or asset groups to be held and used is
assessed by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the
asset or the asset group. If the carrying amount of the asset or the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is
recognized in the amount by which the carrying amount of the asset or the asset group exceeds the fair value of the asset. We did not record any impairment
charges related to our property, plant and equipment during the years ended December 31, 2023, 2022 and 2021.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We enter into non-cancellable lease arrangements as the lessee primarily for our data center spaces, office spaces and equipment. Assets acquired
through finance leases are included in property, plant and equipment, net on the consolidated balance sheets. In addition, a portion of our property, plant and
equipment are used for revenue arrangements which are accounted for as operating leases where we are the lessor.
Assets Held for Sale
Assets and liabilities to be disposed of that meet all of the criteria to be classified as held for sale are reported at the lower of their carrying amounts or fair
values less costs to sell. We did not record any impairment charges related to assets held for sale during the years ended December 31, 2023, 2022 and 2021.
Assets are not depreciated or amortized while they are classified as held for sale. For further information on our assets held for sale, see Note 5.
Asset Retirement Costs and Asset Retirement Obligations
Our asset retirement obligations are primarily related to our IBX data centers, of which the majority are leased under long-term arrangements and are
required to be returned to the landlords in their original condition. The majority of our IBX data center leases have been subject to significant development by us
in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. The fair value of a liability for an asset retirement obligation
is recognized in the period in which it is incurred. The associated retirement costs are capitalized and included as part of the carrying value of the long-lived
asset and amortized over the useful life of the asset. Subsequent to the initial measurement, we accrete the liability in relation to the asset retirement obligations
over time and the accretion expense is recorded as a cost of revenue. For further information on our asset retirement obligations, see Note 7.
Goodwill and Other Intangible Assets
We have three reportable segments comprised of the 1) Americas, 2) EMEA and 3) Asia-Pacific geographic regions, which we also determined are our
reporting units. Goodwill is not amortized and is tested for impairment at least annually or more often if and when circumstances indicate that goodwill is not
recoverable.
We assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative
factors considered in the assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the
reporting unit. If, after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of a reporting unit is less than its
carrying value, then performing a quantitative impairment test is unnecessary. However, if we conclude otherwise, then we are required to perform a quantitative
goodwill impairment test. The quantitative impairment test, which is used to identify both the existence of impairment and the amount of impairment loss,
compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill
of the reporting unit is not considered impaired. If the carrying value of the reporting unit exceeds its fair value, any excess of the reporting unit goodwill
carrying value over the respective implied fair value is recognized as an impairment loss.
As of December 31, 2023, 2022 and 2021, we concluded that it was more likely than not that goodwill attributed to our Americas, EMEA and Asia-Pacific
reporting units was not impaired as the fair value of each reporting unit exceeded the carrying value of its respective reporting unit, including goodwill.
Substantially all of our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit.
We perform a review of intangible assets for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset to estimated undiscounted future net
cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. We did not record any impairment charges
related to our other intangible assets during the years ended December 31, 2023, 2022 and 2021. For further information on goodwill and other intangible
assets, see Note 3 and Note 7 below.
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Debt Issuance Costs
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Costs and fees incurred upon debt issuances are capitalized and are amortized over the life of the related debt based on the effective interest method. Such
amortization is included as a component of interest expense. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying
amount of the debt obligation and debt issuance costs related to the revolving credit facility are presented as other assets. For further information on debt
facilities, see Note 11 below.
Derivatives and Hedging Activities
We utilize foreign currency and interest rate derivative instruments as part of our risk management strategy. Foreign currency derivatives help to mitigate the
effects of foreign exchange rate fluctuations on (i) our expected revenues and expenses in the EMEA region, (ii) investments in our foreign operations and (iii)
certain monetary assets and liabilities denominated in foreign currencies. Interest rate derivatives, on the other hand, are used to manage the interest rate risk
associated with anticipated fixed-rate debt issuances.
These measures allow us to effectively control our financial exposure and are not used for speculative purposes. We recognize all derivatives on our
consolidated balance sheets at fair value. The accounting for changes in the value of a derivative depends on whether the contract qualifies and has been
designated for hedge accounting. In order to qualify for hedge accounting, a derivative must be considered highly effective at reducing the risk associated with
the exposure being hedged and there must be documentation of the risk management objective and strategy, including identification of the hedging instrument,
the hedged item and the risk exposure, and the effectiveness assessment methodology. Hedge designations are reviewed on a quarterly basis to assess
whether circumstances have changed that would disrupt the hedge instrument's relationship to the forecasted transactions or net investment.
Cash Flow Hedges
The instruments we designate as cash flow hedges include foreign currency forwards and options, cross-currency swaps as well as interest rate locks. For
cash flow hedges, we use a regression analysis at the time they are designated to assess their effectiveness.
We use foreign currency forwards and options to hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA
region between the U.S. Dollar and foreign currencies, primarily the British Pound and the Euro. We use the forward method to assess effectiveness of
qualifying foreign currency forwards that are designated as cash flow hedges, whereby, the change in the fair value of the derivative is recorded in other
comprehensive income (loss) and reclassified to the same line item in the consolidated statement of operations that is used to present the earnings effect of the
hedged item when the hedged item affects earnings. We use the spot method to assess effectiveness of qualifying foreign currency exchange options that are
designated as cash flow hedges, whereby, the change in fair value due to foreign currency exchange spot rates is recorded in other comprehensive income
(loss) and reclassified to the same line item in the consolidated statement of operations that is used to present the earnings effect of the hedged item when the
hedged item affects earnings, and the change in fair value of the excluded component is recorded in other comprehensive income (loss) and amortized on a
straight-line basis to the same line item in the consolidated statement of operations that is used to present the earnings effect of the hedged item. When two or
more derivative instruments in combination are jointly designated as a cash flow hedging instrument, as with foreign currency exchange option collars, they are
treated as a single instrument. If the hedge relationship is terminated for any derivatives designated as cash flow hedges, then the change in fair value of the
derivative recorded in other comprehensive income (loss) is recognized in earnings when the previously hedged item affects earnings, consistent with the
original hedge strategy.
We also utilize cross-currency interest rate swaps, which we designate as cash flow hedges, to manage the foreign currency exposure associated with a
portion of our foreign currency-denominated debt. We assess the effectiveness of cross-currency interest rate swaps that are designated as cash flow hedges
using the spot method. The fair value changes are recorded in other comprehensive income (loss), and when the hedged item impacts earnings, the change in
fair value due to foreign currency exchange spot rates is reclassified to the corresponding line item in the consolidated statement of operations.
We use interest rate derivative instruments such as treasury locks and swap locks, collectively referred to as "interest rate locks", to manage interest rate
exposure created by anticipated fixed rate debt issuances. An interest
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
rate lock is a synthetic forward sale of a benchmark interest rate, which is settled in cash based upon the difference between an agreed upon rate at inception
and the prevailing benchmark rate at settlement. It effectively fixes the benchmark rate component of an upcoming debt issuance. The interest rate lock
transactions are designated as cash flow hedges, with all changes in value reported in other comprehensive income (loss). Subsequent to settlement, amounts
in other comprehensive income are amortized to interest expense over the term of the interest rate locks.
For hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related
derivative amounts recorded in other comprehensive income (loss) are immediately recognized in earnings.
Net Investment Hedges
We employ cross-currency swaps, which we designate as net investment hedges, to hedge the currency exposure associated with our net investment in our
foreign subsidiaries. We use the spot method to assess effectiveness of cross-currency interest rate swaps that are designated as net investment hedges,
whereby, the change in fair value due to foreign currency exchange spot rates is recorded in other comprehensive income (loss) and the change in fair value of
the excluded component is recorded in other comprehensive income (loss) and amortized to interest expense on a straight-line basis.
Occasionally, we also use foreign exchange forward contracts, which we designate as net investment hedges, to hedge against the effect of foreign
exchange rate fluctuations on a portion of our net investment in the foreign subsidiaries. We use the spot method to assess effectiveness of qualifying foreign
currency forwards that are designated as net investment hedges, whereby, the change in fair value due to foreign currency exchange spot rates is recorded in
other comprehensive income (loss) and the change in fair value of the excluded component is recorded in other comprehensive income (loss) and amortized to
interest expense on a straight-line basis.
Non-designated Hedges
Foreign currency gains or losses associated with derivatives that are not designated as hedging instruments for accounting purposes are recorded within
other income (expense) in our consolidated statements of operations, with the exception of (i) foreign currency embedded derivatives contained in certain of our
customer contracts and (ii) foreign exchange forward contracts that are entered into to hedge the accounting impact of the foreign currency embedded
derivatives, which are recorded within revenues in our consolidated statements of operations. For further information on derivatives and hedging activities, see
Note 8 below.
Fair Value of Financial Instruments
The carrying value of our cash and cash equivalents, short-term investments and derivative instruments represent their fair value, while our accounts
receivable, accounts payable and accrued expenses and accrued property, plant and equipment approximate their fair value due primarily to the short-term
maturity of the related instruments. The fair value of our debt, which is traded in the public debt market, is based on quoted market prices. The fair value of our
debt, which is not publicly traded, is estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and terms
of the debt.
Fair Value Measurements
We measure and report certain financial assets and liabilities at fair value on a recurring basis, including our investments in money market funds,
certificates of deposit, publicly traded equity securities and derivatives.
We also follow the accounting standard for the measurement of fair value for non-financial assets and liabilities on a nonrecurring basis. These include:
•
Non-financial assets and non-financial liabilities initially measured at fair value in a business combination or other new basis event, but not measured at
fair value in subsequent reporting periods;
Reporting units and non-financial assets and non-financial liabilities measured at fair value for goodwill impairment tests;
Indefinite-lived intangible assets measured at fair value for impairment assessments;
•
•
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
•
•
•
Non-financial long-lived assets or asset groups measured at fair value for impairment assessments or disposal;
Asset retirement obligations initially measured at fair value but not subsequently measured at fair value; and
Assets and liabilities classified as held for sale are measured at fair value less costs to sell and reported at the lower of the carrying amounts or the fair
values less costs to sell.
For further information on fair value measurements, see Note 5 and Note 9 below.
Leases
We enter into lease arrangements primarily for land, data center spaces, office spaces and equipment. At its inception, we determine whether an
arrangement is or contains a lease. We recognize a right-of-use ("ROU") asset and lease liability on the consolidated balance sheet for all leases with a term
longer than 12 months, including renewals options that we are reasonably certain to exercise.
ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from
the lease. ROU assets and liabilities are classified and recognized at the commencement date. When there is a lease modification, including a change in lease
term, we reassess its classification and remeasure the ROU asset and lease liability.
ROU lease liabilities are measured based on the present value of fixed lease payments over the lease term. ROU assets consist of (i) initial measurement
of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs
incurred by us. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation
indices. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are included in the
measurement of ROU assets and lease liabilities using the index or rate at the commencement date. Subsequent changes to lease payments based on
changes to the index and rate are accounted for as variable lease payments and recognized in the period they are incurred. Variable lease payments that do
not depend on an index or a rate are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the
obligation for those payments is incurred. Since most of our leases do not provide an implicit rate, we use our own incremental borrowing rate ("IBR") on a
collateralized basis in determining the present value of lease payments. We utilize a market-based approach to estimate the IBR. The approach requires
significant judgment. Therefore, we utilize different data sets to estimate IBRs via an analysis of (i) sovereign rates; (ii) yields on our outstanding public debt;
and (iii) indicative pricing on both secured and unsecured debt received from banking partners. We also apply adjustments to account for considerations related
to (i) tenor; and (ii) country credit rating that may not be fully incorporated by the aforementioned data sets.
The majority of our lease arrangements include options to extend the lease. If we are reasonably certain to exercise such options, the periods covered by
the options are included in the lease term. The depreciable lives of certain fixed assets and leasehold improvements are limited by the expected lease term. We
have certain leases with a term of 12 months or less. For such leases, we elected not to recognize any ROU asset or lease liability on the consolidated balance
sheet. We have lease agreements with lease and non-lease components. We elected to account for the lease and non-lease components as a single lease
component for all classes of underlying assets for which we have identified as lease arrangements. For further information on leases, see Note 10 below.
Revenue
Revenue Recognition
Equinix derives more than 90% of its revenues from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing of cabinet
space and power; (2) interconnection offerings; (3) managed infrastructure solutions and (4) other revenues consisting of rental income from tenants or
subtenants. The remainder of our revenues are from non-recurring revenue streams, such as installation revenues, professional services, contract settlements
and equipment sales. Revenues by service lines and geographic areas are included in segment information. For further information on segment information, see
Note 17 below.
Revenues are recognized when control of these products and services is transferred to its customers, in an amount that reflects the consideration it expects
to be entitled to in exchange for the products and services. Revenues from recurring revenue streams are generally billed monthly and recognized ratably over
the term of the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
contract, generally 1 to 5 years for IBX data center colocation customers. Non-recurring installation fees, although generally paid upfront upon installation, are
deferred and recognized ratably over the contract term. Professional service fees and equipment sales are recognized in the period when the services were
provided. For the contracts with customers that contain multiple performance obligations, we account for individual performance obligations separately if they
are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether products and services are
considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The transaction price is
allocated to the separate performance obligation on a relative standalone selling price basis. The standalone selling price is determined based on overall pricing
objectives, taking into consideration market conditions, geographic locations and other factors. Other judgments include determining if any variable
consideration should be included in the total contract value of the arrangement such as price increases.
Revenue is generally recognized on a gross basis as a principal versus on a net basis as an agent, as we are primarily responsible for fulfilling the contract,
bear inventory risk and have discretion in establishing the price when selling to the customer. To the extent we do not meet the criteria for recognizing revenue
on a gross basis, we record the revenue on a net basis. Revenue from contract settlements, when a customer wishes to terminate their contract early, is treated
as a contract modification and recognized ratably over the remaining term of the contract, if any.
We guarantee certain service levels, such as uptime, as outlined in individual customer contracts. If these service levels are not achieved due to any failure
of the physical infrastructure or offerings, or in the event of certain instances of damage to customer infrastructure within our IBX data centers, we would reduce
revenue for any credits or cash payments given to the customer. Historically, these credits and cash payments have not been significant.
We enter into revenue contracts with customers for data centers and office spaces, which contain both lease and non-lease components. We elected to
adopt the practical expedient which allows lessors to combine lease and non-lease components, by underlying class of asset, and account for them as one
component if they have the same timing and pattern of transfer. The combined component is accounted for in accordance with the current lease accounting
guidance ("Topic 842") if the lease component is predominant, and in accordance with the current revenue accounting guidance ("Topic 606") if the non-lease
component is predominant. In general, customer contracts for data centers are accounted for under Topic 606 and customer contracts for the use of office
space are accounted for under Topic 842, which are generally classified as operating leases and are recognized on a straight-line basis over the lease term.
Certain customer agreements are denominated in currencies other than the functional currencies of the parties involved. Under applicable accounting rules,
we are deemed to have foreign currency forward contracts embedded in these contracts. We assessed these embedded contracts and concluded them to be
foreign currency embedded derivatives (see Note 8). These instruments are separated from their host contracts and held on our consolidated balance sheet at
their fair value. The majority of these foreign currency embedded derivatives arise in certain of our subsidiaries where the local currency is the subsidiary's
functional currency and the customer contract is denominated in the U.S. dollar. Changes in their fair values are recognized within revenues in our consolidated
statements of operations.
Contract Balances
The timing of revenue recognition, billings and cash collections result in accounts receivables, contract assets and deferred revenues. A receivable is
recorded at the invoice amount, net of an allowance for credit losses and is recognized in the period when we have transferred products or provided services to
our customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a
requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that
our contracts generally do not include a significant financing component. We assess collectability based on a number of factors, including past transaction
history with the customer and the credit-worthiness of the customer. We generally do not request collateral from our customers although in certain cases we
obtain a security interest in a customer's equipment placed in our IBX data centers or obtain a deposit. We also maintain an allowance for estimated losses on a
lifetime loss basis resulting from the inability of our customers to make required payments for which we had expected to collect the revenues in accordance with
the credit loss guidance accounting guidance ("Topic 326"). If the financial condition of our customers were to deteriorate or if they became insolvent, resulting
in an impairment of their ability to make
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
payments, greater allowances for credit losses may be required. Management specifically analyzes current economic news, conditions and trends, historical
loss rates, customer concentrations, customer credit-worthiness, changes in customer payment terms and any applicable long term forecast when evaluating
revenue recognition and the adequacy of our reserves for our accounts receivable. Any amounts that were previously recognized as revenue and subsequently
determined to be uncollectable are charged to bad debt expense included in sales and marketing expense in the consolidated statements of operations. A
specific bad debt reserve of up to the full amount of a particular invoice value is provided for certain problematic customer balances. An additional reserve is
established for all other accounts based on an analysis of historical credits issued. Delinquent account balances are written off after management has
determined that the likelihood of collection is not probable.
A contract asset exists when we have transferred products or provided services to our customers but customer payment is conditioned on reasons other
than the passage of time, such as upon the satisfaction of additional performance obligations. Certain contracts include terms related to price arrangements
such as price increases and free months. We recognize revenues ratably over the contract term, which could potentially give rise to contract assets during
certain periods of the contract term. Contract assets are recorded in other current assets and other assets in the consolidated balance sheet.
Deferred revenue (a contract liability) is recognized when we have an unconditional right to a payment before we transfer the products or services to
customers. Deferred revenue is included in other current liabilities and other liabilities, respectively, in the consolidated balance sheet.
Contract Costs
Direct and indirect incremental costs solely related to obtaining revenue contracts are capitalized as costs of obtaining a contract, when they are incremental
and if they are expected to be recovered. Such costs consist primarily of commission fees and sales bonuses, as well as indirect related payroll costs. In 2023,
contract costs were amortized over the estimated period of approximately 6 years on a straight-line basis. We elected to apply the practical expedient which
allows us to expense contract costs when incurred, if the amortization period is one year or less.
For further information on revenue recognition, see Note 2 below.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the
future tax consequences attributable to differences that exist between the financial statement carrying amounts of assets and liabilities and their respective tax
bases, as well as tax attributes such as net operating loss, capital loss and tax credits carryforwards on a taxing jurisdiction basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected more likely than not to be realized in
the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is
sustainable, based solely on its technical merits and consideration of the relevant taxing authority's widely understood administrative practices and precedents.
Recognized income tax positions are measured at the largest amount that has a greater than 50 percent likelihood of being realized. Any subsequent changes
in recognition or measurement are reflected in the period in which the change in judgment occurs.
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As a result, we may deduct the dividends
distributed to our stockholders from taxable income generated by us and that of our qualified REIT subsidiaries ("QRSs"). Our dividends paid deduction generally
eliminates the U.S. federal taxable income of our REIT and QRSs, resulting in no U.S. federal income tax due. However, our domestic taxable REIT subsidiaries
("TRSs") are subject to the U.S. corporate income taxes on any taxable income generated by them. In addition, our foreign operations are subject to local
income taxes regardless of whether the foreign operations are operated as QRSs or TRSs.
Our qualification and taxation as a REIT depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other
requirements on a continuing basis. Our ability to satisfy quarterly
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asset tests depends upon our analysis and the fair market values of our REIT and non-REIT assets. For purposes of the quarterly REIT asset tests, we estimate
the fair market value of assets within our QRSs and TRSs using a discounted cash flow approach, by calculating the present value of forecasted future cash
flows. We apply discount rates based on industry benchmarks relative to the market and forecasting risks. Other significant assumptions used to estimate the
fair market value of assets in QRSs and TRSs include projected revenue growth, projected operating margins, and projected capital expenditures. We revisit
significant assumptions periodically to reflect any changes due to business or economic environment.
For further information on income taxes, see Note 14 below.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date for all stock-based awards made to employees and directors based on the fair value of the
award. We generally recognize stock-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally
the vesting period. However, for awards with market conditions or performance conditions, stock-based compensation expense is recognized on a straight-line
basis over the requisite service period for each vesting tranche of the award. We elected to estimate forfeitures based on historical forfeiture rates.
We grant restricted stock units ("RSUs") or restricted stock awards ("RSAs") to our employees and these equity awards generally have only a service
condition. We grant RSUs to our executives that generally have a service and performance condition or a service and market condition. Performance conditions
contained in an equity award are generally tied to our financial performance. We assess the probability of meeting these performance conditions on a quarterly
basis. The majority of our RSUs vest over four years, although certain equity awards for executives vest over a range of two to four years. Our RSAs vest over
three years. The valuation of RSUs and RSAs with only a service condition or a service and performance condition requires no significant assumptions as the
fair value for these types of equity awards is based solely on the fair value of our stock price on the date of grant. We use a Monte Carlo simulation option-
pricing model to determine the fair value of RSUs with a service and market condition.
We use the Black-Scholes option-pricing model to determine the fair value of our employee stock purchase plan ("ESPP"). The determination of the fair
value of shares purchased under the ESPP is affected by assumptions regarding a number of complex and subjective variables including our expected stock
price volatility over the term of the awards and actual and projected employee stock purchase behaviors. We estimated the expected volatility by using the
average historical volatility of its common stock that it believed was best representative of future volatility. The risk-free interest rate used was based on U.S.
Treasury zero-coupon issues with remaining terms similar to the expected term of the equity awards. The expected dividend rate used was based on average
dividend yields and the expected term used was equal to the term of each purchase window.
The accounting standard for stock-based compensation does not allow the recognition of unrealized tax benefits associated with the tax deductions in
excess of the compensation recorded (excess tax benefit) until the excess tax benefit is realized (i.e., reduces taxes payable). We record the excess tax
benefits from stock-based compensation as income tax expense through the statement of operations. For further information on stock-based compensation, see
Note 13 below.
Foreign Currency Translation
The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are
translated at average exchange rates during the period. Gains or losses from translation of foreign operations where the local currency is the functional currency
are included as other comprehensive income (loss). The net gains and losses resulting from foreign currency transactions are recorded in net income in the
period incurred and recorded within other income (expense). Certain intercompany balances are designated as loans of a long-term investment-type nature.
Accordingly, exchange gains and losses associated with these long-term intercompany balances are recorded as a component of other comprehensive income
(loss), along with translation adjustments.
Earnings Per Share
We compute basic and diluted EPS for net income. Basic EPS is computed using net income and the weighted-
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
average number of common shares outstanding. Diluted EPS is computed using net income and the weighted-average number of common shares outstanding
plus any dilutive potential common shares outstanding. Dilutive potential common shares include the assumed exercise, vesting and issuance activity of
employee equity awards using the treasury stock method. For further information on earnings per share, see Note 4 below.
Treasury Stock
We account for treasury stock under the cost method. When treasury stock is re-issued at a higher price than its cost, the difference is recorded as a
component of additional paid-in capital to the extent that there are gains to offset the losses. If there are no treasury stock gains in additional paid-in capital, the
losses are recorded as a component of retained earnings.
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting ("Topic
280"): Improvements to Reportable Segment Disclosure. The ASU is intended to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within
fiscal years beginning after December 15, 2024, with early adoption is permitted, and retrospective adoption required. We are currently evaluating the extent of
the impact of this ASU on disclosures in our consolidated financial statements.
In December 2023, FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures. This ASU is intended to enhance
the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate
reconciliation and (2) income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024 and to be applied
prospectively, with retrospective application and early adoption both permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in
our consolidated financial statements.
Accounting Standards Recently Adopted
Supplier Finance Programs
In September 2022, FASB issued Accounting Standards Update ("ASU") 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of
Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with
the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the
amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. On January 1, 2023, we adopted this ASU and
the adoption of this standard did not have an impact on our consolidated financial statements.
Reference Rate Reform
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform ("Topic 848"): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting. In addition, FASB issued ASU 2021-01, Reference Rate Reform ("Topic 848"), which clarifies the scope of Topic 848. Collectively, the guidance
provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if
certain criteria are met. ASU 2021-01 is effective upon issuance and ASU 2020-04 was effective for all entities as of March 12, 2020, and together remained
effective through December 31, 2022. In December 2022, FASB issued ASU 2022-06, Reference Rate Reform ("Topic 848"): Deferral of the Sunset Date of
Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the
amendments in this Update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted
to apply the relief in Topic 848. We adopted these ASUs upon their respective issuances and there was no impact on our consolidated financial statements as a
result of adopting the guidance. We will evaluate our debt, derivative and lease contracts that may become eligible for modification relief and may apply the
elections prospectively as needed.
F-20
Table of Contents
Income Taxes
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In December 2019, FASB issued ASU 2019-12, Income Taxes ("Topic 740"): Simplifying the Accounting for Income T axes. The ASU simplifies accounting
for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also improves consistent application of and simplifies generally
accepted accounting principles ("GAAP") for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted including adoption in any interim period for periods
for which financial statements have not yet been issued. On January 1, 2021, we adopted this ASU on a prospective basis and the adoption of this standard did
not have an impact on our consolidated financial statements.
Debt with Conversion and Other Options
In August 2020, FASB issued ASU 2020-06: Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for convertible instruments by reducing the number of accounting models for
convertible debt instruments and convertible preferred stock and modifies the disclosure requirement for the convertible instruments. Additionally, this ASU
improves the consistency of EPS calculations by eliminating the use of the treasury stock method to calculate diluted EPS for convertible instruments and
clarifies certain areas under the current EPS guidance. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2021, with early adoption permitted at the beginning of the fiscal year after December 15, 2020. On January 1, 2022, we adopted this ASU on a
prospective basis and the adoption of this standard did not have a material impact on our consolidated financial statements.
Business Combinations
In October 2021, FASB issued ASU 2021-08 Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts
with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on
the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business
combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. On April 1, 2022, we early adopted this ASU
and the adoption of this standard did not have a material impact on our consolidated financial statements.
F-21
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Table of Contents
2. Revenue
Contract Balances
The following table summarizes the opening and closing balances of our accounts receivable, net; contract assets, current; contract assets, non-current;
deferred revenue, current; and deferred revenue, non-current (in thousands):
Beginning balances as of January 1, 2023
Closing balances as of December 31, 2023
Increase (Decrease)
Beginning balances as of January 1, 2022
Closing balances as of December 31, 2022
Increase (Decrease)
(1)
Contract assets,
current
Contract assets,
non-current
Accounts
receivable, net
$
855,380
1,003,792
148,412
681,809
855,380
173,571
$
$
$
$
$
$
$
27,608
51,991
24,383
$
$
$
65,392
27,608
(37,784) $
Deferred
revenue, current
132,090
124,945
$
(7,145) $
55,405 $
85,912
30,507 $
55,486 $
55,405
(81) $
109,736
132,090
22,354
$
$
Deferred
revenue, non-
current
155,334
154,047
(1,287)
87,495
155,334
67,839
(1)
The net change in our allowance for credit losses was insignificant during the year ended December 31, 2023.
The difference between the opening and closing balances of our accounts receivable, net, contract assets and deferred revenues primarily results from
revenue growth and the timing difference between the satisfaction of our performance obligation and the customer's payment during the years ended
December 31, 2023 and 2022. The amounts of revenue recognized during the years ended December 31, 2023, 2022 and 2021 from the opening deferred
revenue balance were $95.1 million, $82.8 million and $ 93.1 million, respectively. For the years ended December 31, 2023, 2022 and 2021, no impairment loss
related to contract balances was recognized in the consolidated statement of operations.
Contract Costs
The ending balances of net capitalized contract costs as of December 31, 2023 and 2022 were $ 422.6 million and $ 371.3 million, respectively, which were
included in other assets in the consolidated balance sheet. $103.2 million, $96.0 million, and $87.6 million of contract costs were amortized during years ended
December 31, 2023, 2022, and 2021, respectively, which were included in sales and marketing expense in the consolidated statement of operations.
Remaining performance obligations
As of December 31, 2023, approximately $ 10.1 billion of total revenues, including deferred installation revenues, are expected to be recognized in future
periods. Most of our revenue contracts have an initial term varying from one to five years, and thereafter, automatically renew in one-year increments. Included
in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize
approximately 70% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first
year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate
our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in
actual deployments dates, contract modifications, renewals and/or terminations.
The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered
power, service fees from xScale data centers that are based on future events or actual costs incurred in the future, or any contracts that could be terminated
without any significant penalties including the majority of interconnection revenues. The remaining performance obligations above include revenues to be
recognized in the future related to arrangements where we are considered the lessor.
TM
F-22
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Table of Contents
3. Acquisitions
2022 Acquisitions
Acquisition of Entel Chile Data Centers (the "Entel Chile Acquisition") and Entel Peru Data Center (the "Entel Peru Acquisition")
On May 2, 2022, we further expanded in Latin America through an acquisition of four data centers in Chile from Entel, a leading Chilean
telecommunications provider, for a total purchase consideration of $ 638.3 million at the exchange rate in effect on that date. On August 1, 2022, we completed
the acquisition of a data center in Peru from Entel for a total purchase consideration of $80.3 million at the exchange rate in effect on that date. The Entel Chile
Acquisition and Entel Peru Acquisition support our ongoing expansion to meet customer demand in the Latin American market.
Acquisition of MainOne (the "MainOne Acquisition")
On April 1, 2022, we completed the acquisition of all outstanding shares of MainOne, which consisted of
four data centers as well as a subsea cable and
terrestrial fiber network. We acquired MainOne and its assets for a total purchase consideration of $278.4 million. The MainOne Acquisition supports our
ongoing expansion to meet customer demand in the West African market.
Purchase Price Allocation
Each of the acquisitions noted above constitute a business under the accounting standard for business combinations and, therefore, were accounted for as
business combinations using the acquisition method of accounting. Under this method, the total purchase price is allocated to the assets acquired and liabilities
assumed measured at fair value on the date of acquisition, except where alternative measurement is required under GAAP.
During the year ended December 31, 2023, we completed the detailed valuation analysis and the final allocation of purchase price for the Entel Chile, Entel
Peru, and MainOne Acquisitions.
A summary of the final allocation of total purchase consideration is presented as follows (in thousands):
Cash and cash equivalents
Accounts receivable
Other current assets
Property, plant and equipment
Intangible assets
Goodwill
Deferred tax and other assets
Total assets acquired
Accounts payable and accrued liabilities
Other current liabilities
Mortgage and loans payable
Deferred tax and other liabilities
(1)
(1)
Net assets acquired
Entel Chile
Entel Peru
MainOne
(2)
$
$
— $
—
12,424
81,132
153,489
380,867
12,090
640,002
(195)
—
—
(1,463)
638,344 $
— $
—
—
13,423
10,000
46,285
10,801
80,509
—
—
—
(167)
80,342 $
33,026
9,431
21,988
239,583
54,800
110,665
5,879
475,372
(18,525)
(13,061)
(25,944)
(139,492)
278,350
(1)
(2)
For the MainOne Acquisition, other current liabilities includes $9.9 million of deferred revenue - current and the other liabilities includes $95.4 million of deferred revenue
- non-current.
For the MainOne Acquisition, the purchase price allocation adjustments since the provisional amounts reported as of December 31, 2022 were not significant.
F-23
Table of Contents
Property, plant and equipment
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair values of property, plant and equipment acquired from these three acquisitions were estimated by applying the cost approach, with the exception of
land, which we estimated by applying the market approach. The key assumptions of the cost approach include replacement cost new, physical deterioration,
functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
Intangible assets
The following table presents certain information on the acquired intangible assets (in thousands):
Intangible Assets
Entel Chile:
Customer relationships
(1)
Entel Peru:
Customer relationships
(1)
MainOne:
Customer relationships
Trade names
(2)
(1)
Fair Value
Estimated Useful Lives
(Years)
Weighted-average
Estimated Useful Lives
(Years)
$
153,489
12.0 - 15.0
10,000
51,500
3,300
15.0
10.0 - 15.0
5.0
14.0
15.0
14.0
5.0
Discount Rate
8.5% - 9.5%
7.0 %
11.5 %
11.5 %
(1)
(2)
The fair value was estimated by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the
revenue and/or by using benchmarking. The rates reflect the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows,
as well as the risk of the country within which the acquired business operates.
The fair value of the MainOne trade name was estimated using the relief from royalty method under the income approach. We applied a relief from royalty rate of 1.0%.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill
is attributable to the workforce of the acquired business and the projected revenue increase expected to arise from future customers after the acquisition.
Goodwill from the Entel Chile and Entel Peru acquisitions is attributable to the Americas region. Goodwill from the Entel Chile acquisition is amortizable for local
tax purposes, while goodwill from the Entel Peru acquisition is not expected to be amortizable for local tax purposes. Goodwill from the MainOne Acquisition is
attributable to the EMEA region and is generally not deductible for local tax purposes.
Revenues and net income from operations
The operating results of the Entel Peru and Entel Chile acquisitions are reported in the Americas region and the operating results of the MainOne
Acquisition are reported in the EMEA region following the date of acquisition. During the year of acquisition, our results of operations from these acquisitions
included $89.9 million of revenues and $8.2 million net income from operations.
Transaction costs
During the year of acquisition, the transaction costs for the Entel Chile and Entel Peru acquisitions were $ 7.2 million and the transaction costs for the
MainOne acquisition were not significant.
2021 Acquisition
Acquisition of GPX India (the "GPX India Acquisition")
On September 1, 2021, we completed the acquisition of GPX India, representing two data centers in Mumbai, India, for a total purchase consideration of
approximately INR12.5 billion, or $170.5 million at the exchange rate in effect on that date. The GPX India Acquisition supports our ongoing expansion to meet
customer demand in the Indian market.
F-24
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Revenues and net income from operations
The operating results of the GPX India Acquisition are reported in the Asia-Pacific region following the date of acquisition. During the year of acquisition, our
results of operations from the GPX India Acquisition included $6.9 million of revenues and an insignificant amount of net income from operations.
Transaction costs
During the year of acquisition, the transaction costs for the GPX India Acquisition were insignificant.
4. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the years ended December 31 (in thousands, except per
share amounts):
Net income
Net (income) loss attributable to non-controlling interests
Net income attributable to common shareholders
Weighted-average shares used to calculate basic EPS
Effect of dilutive securities:
Employee equity awards
Weighted-average shares used to calculate diluted EPS
EPS attributable to common shareholders:
Basic EPS
Diluted EPS
2023
2022
2021
968,980 $
198
969,178 $
704,577 $
(232)
704,345 $
93,615
394
94,009
91,569
259
91,828
499,728
463
500,191
89,772
637
90,409
10.35 $
10.31 $
7.69 $
7.67 $
5.57
5.53
$
$
$
$
The following table sets forth potential shares of common stock that are not included in the diluted EPS calculation above because to do so would be anti-
dilutive for the years ended December 31 (in thousands):
Common stock related to employee equity awards and other
Total
5. Assets Held for Sale
2023
2022
2021
68
68
582
582
206
206
In June 2021, we entered into an agreement to form a joint venture in the form of a limited liability partnership with GIC Private Limited, Singapore's
sovereign wealth fund ("GIC"), to develop and operate xScale data centers in Europe and the Americas (the “EMEA 2 Joint Venture”). xScale data centers
are engineered to meet the technical and operational requirements and price points of core hyperscale workload deployments and also offer access to our
comprehensive suite of interconnection and edge solutions. The transaction was structured to close in phases over the course of approximately two years,
pending regulatory approval and other closing conditions. The assets and liabilities of the Warsaw 4 ("WA4") data center site, which were included within our
EMEA region, were classified as held for sale as of June 30, 2021. In June 2022, we sold the WA4 data center in exchange for a total consideration of
$61.5 million. We recognized an insignificant gain on the sale of the WA4 data center.
TM
F-25
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In October 2021, we entered into an agreement to form a joint venture in the form of a limited liability partnership with PGIM Real Estate ("PGIM"), to
develop and operate xScale data centers in Asia-Pacific (the "Asia-Pacific 2 Joint Venture"). The assets and liabilities of the Sydney 9 ("SY9") data center site,
which were included within our Asia-Pacific region, were classified as held for sale as of September 30, 2021. Upon closing the joint venture in March 2022, we
sold the SY9 data center in exchange for a total consideration of $201.3 million, which was comprised of $ 165.6 million of net cash proceeds, a 20%
partnership interest in the Asia-Pacific 2 Joint Venture with a fair value of $ 29.8 million, and $5.9 million of receivables. We recognized an insignificant loss on
the sale of the SY9 data center.
In March 2022, we entered into an agreement to sell the Mexico 3 ("MX3x") data center site in connection with the formation of a new joint venture with GIC
(the "AMER 1 Joint Venture") to develop and operate xScale data centers in the Americas. The assets and liabilities of the MX3x data center, which were
included within our Americas region, were classified as held for sale as of September 30, 2021. Upon closing of the joint venture in March 2023, we sold the
MX3x data center in exchange for a total consideration of $75.1 million, which was comprised of $ 63.9 million of net cash proceeds, a 20% partnership interest
in the AMER 1 Joint Venture with a fair value of $ 8.4 million, and $2.8 million of receivables. During the year ended December 31, 2023, we recognized an
insignificant loss on the sale of the MX3x data center.
As of December 31, 2023, no assets or liabilities were classified as held for sale. As of December 31, 2022, the assets and liabilities that were classified as
held for sale of $84.3 million and $10.5 million, respectively, were primarily comprised of property, plant and equipment and accrued property, plant and
equipment, respectively. Liabilities held for sale were included within other current liabilities on the consolidated balance sheet.
6. Equity Method Investments
We hold various equity method investments, primarily joint venture or partnership arrangements, in order to invest in certain entities that are in line with our
business development objectives, including the development and operation of xScale data centers. Some of these xScale joint ventures are classified as
Variable Interest Entities ("VIEs"), as discussed further below. The Asia-Pacific 1, Asia-Pacific 2, Asia-Pacific 3, EMEA 2 and AMER 1 Joint Ventures as noted
below (the "VIE Joint Ventures") share a similar purpose, design and nature of assets. The following table summarizes our equity method investments (in
thousands), which were included in other assets on the consolidated balance sheets as of December 31:
Investee
EMEA 1 Joint Venture with GIC
VIE Joint Ventures
Other
Total
Non-VIE Joint Venture
EMEA 1 Joint Venture
Ownership Percentage
20%
20%
Various
2023
2022
150,172 $
308,128
9,931
468,231 $
148,895
191,680
7,570
348,145
$
$
We invested in a joint venture in the form of a limited liability partnership with GIC (the "EMEA 1 Joint Venture"), to develop and operate xScale data
centers in Europe. The EMEA 1 Joint Venture is not a VIE given that both equity investors' interests have the characteristics of a controlling financial interest
and it is sufficiently capitalized to sustain its operations, requiring additional funding from its partners only when expanding operations. Our share of income and
losses of equity method investments from this joint venture was insignificant for the years ended December 31, 2023 and 2022 and was included in other
income (expense) on the consolidated statement of operations.
We committed to make future equity contributions to the EMEA 1 Joint Venture for funding its future development. As of December 31, 2023, we had future
equity contribution commitments of $13.0 million.
F-26
Table of Contents
VIE Joint Ventures
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Preceding 2022, we invested in partnerships with GIC to develop and operate xScale data centers in Asia-Pacific (the "Asia-Pacific 1 Joint Venture") and in
Europe and the Americas (the EMEA 2 Joint Venture, see Note 5 above).
On March 11, 2022, we entered into the Asia-Pacific 2 Joint Venture with PGIM to develop and operate additional xScale data centers in Asia-Pacific (see
Note 5 above).
On April 6, 2022, we entered into a partnership with GIC (the "Asia-Pacific 3 Joint Venture") to develop and operate additional xScale data centers in Seoul,
Korea. Upon closing, we contributed $17.0 million in exchange for a 20% partnership interest in the joint venture.
On March 10, 2023, we entered into the AMER 1 Joint Venture with GIC to develop and operate xScale data centers in the Americas (see Note 5 above).
Upon closing, we contributed $8.4 million in exchange for a 20% partnership interest in the joint venture.
The VIE Joint Ventures are considered VIEs because they do not have sufficient funds from operations to be self-sustaining. While we provide certain
management services to their operations and earn fees for the performance of such services, the power to direct the activities of these joint ventures that most
significantly impact economic performance is shared equally between us and either GIC or PGIM, as applicable. These activities include data center
construction and operations, sales and marketing, financing, and real estate purchases or sales. Decisions about these activities require the consent of both
Equinix and either GIC or PGIM, as applicable. We concluded that neither party is deemed to have predominant control over the VIE Joint Ventures and neither
party is considered to be the primary beneficiary. Our share of losses of equity method investments from these joint ventures was $11.7 million and $8.6 million
for the years ended December 31, 2023 and 2022 and was included in other income (expense) on the consolidated statement of operations.
The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of December 31, 2023 (in thousands):
Equity Investment
Outstanding Accounts Receivable
Contract Assets
Future Equity Contribution Commitments
Maximum Future Payments under Debt Guarantees
(1)
(2)
Total
(1)
(2)
The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to
complete certain construction phases or make interest payments on their outstanding debt.
In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantees covering 20% of all payments of principal and
interest due under EMEA 2 Joint Venture's credit facility agreements. A portion of the guarantees related to our AMER 1 Joint Venture (see Note 15).
F-27
VIE Joint Ventures
308,128
$
23,020
55,967
39,610
209,040
635,765
$
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
7. Balance Sheet Components
Cash, and Cash Equivalents
Cash and cash equivalents consisted of the following as of December 31 (in thousands):
Cash and cash equivalents:
Cash
Cash equivalents:
Money market funds
Total cash and cash equivalents
2023
2022
$
$
491,770 $
1,141,793
1,603,942
2,095,712 $
764,628
1,906,421
As of December 31, 2023 and 2022, cash and cash equivalents included investments which were readily convertible to cash and had original maturity dates
of 90 days or less.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. Accounts receivable, net, consisted of the following as of
December 31 (in thousands):
Accounts receivable
Allowance for credit losses
Accounts receivable, net
The following table summarizes the activity of our allowance for credit losses (in thousands):
Balance as of December 31, 2020
Provision for credit losses
Net write-offs
Impact of foreign currency exchange
Balance as of December 31, 2021
Provision for credit losses
Net write-offs
Impact of foreign currency exchange
Balance as of December 31, 2022
Provision for credit losses
Net write-offs
Impact of foreign currency exchange
Balance as of December 31, 2023
F-28
2023
2022
$
$
1,020,968 $
(17,176)
1,003,792 $
867,605
(12,225)
855,380
$
$
10,677
10,016
(8,295)
(763)
11,635
7,426
(6,356)
(480)
12,225
14,835
(9,097)
(787)
17,176
Table of Contents
Other Current Assets
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other current assets consisted of the following as of December 31 (in thousands):
Taxes receivable
Prepaid expenses, current
Other receivables
Contract assets, current
Derivative instruments, current
Other current assets
(1)
Total other current assets
2023
2022
167,140 $
99,790
80,349
51,991
43,995
24,928
468,193 $
122,166
79,191
109,948
27,608
105,693
14,532
459,138
$
$
(1)
Other current assets included restricted cash, current of $0.5 million and $1.7 million as of December 31, 2023 and 2022, respectively.
Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of December 31 (in thousands):
Core systems
Buildings
Leasehold improvements
Internal-use software
Construction in progress
Land
Personal property
Less accumulated depreciation
Property, plant and equipment, net
Goodwill and Other Intangibles
2023
12,603,760 $
8,971,547
2,045,523
1,935,989
1,917,932
1,406,784
320,224
29,201,759
(10,600,926)
18,600,833 $
$
$
2022
11,616,863
8,013,672
1,991,060
1,580,485
1,195,042
1,252,993
332,376
25,982,491
(9,332,957)
16,649,534
The following table presents goodwill and other intangible assets, net, for the years ended December 31, 2023 and 2022 (in thousands):
F-29
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2023
2022
Table of Contents
Goodwill:
Americas
EMEA
Asia-Pacific
Intangible assets, net:
Intangible assets - customer relationships
Intangible assets - trade names
Intangible assets - in-place leases
Intangible assets - licenses
Intangible assets - at-the-money lease contracts
Intangible assets - other
Accumulated amortization - customer relationships
Accumulated amortization - trade names
Accumulated amortization - in-place leases
Accumulated amortization - licenses
Accumulated amortization - at-the-money lease contracts
Accumulated amortization - other
Total intangible assets, net
Changes in the carrying amount of goodwill by geographic regions are as follows (in thousands):
Balance as of December 31, 2020
Purchase of GPX
Impact of foreign currency exchange
Balance as of December 31, 2021
Purchase of MainOne
Purchase of Entel Chile
Purchase of Entel Peru
Impact of foreign currency exchange
Balance as of December 31, 2022
Impact of foreign currency exchange
(1)
Balance as of December 31, 2023
Americas
EMEA
Asia-Pacific
$
2,212,782 $
—
(2,773)
2,210,009
—
380,867
46,285
(6,409)
2,630,752
(169)
$
2,630,583 $
2,611,166 $
—
(138,580)
2,472,586
110,648
—
—
(205,313)
2,377,921
89,288
2,467,209 $
648,605 $
77,162
(36,291)
689,476
—
—
—
(43,932)
645,544
(6,214)
639,330 $
(1)
EMEA region included an insignificant purchase price allocation adjustment related to the MainOne acquisition since the provisional amounts reported as of December
31, 2022. Refer to Note 3.
F-30
$
$
$
$
2,630,583 $
2,467,209
639,330
5,737,122 $
2,892,366 $
13,441
29,674
9,697
58,639
8,093
3,011,910
(1,254,976)
(3,830)
(20,163)
(7,113)
(15,368)
(5,590)
(1,307,040)
1,704,870 $
2,630,752
2,377,921
645,544
5,654,217
2,885,152
14,719
22,183
9,697
56,822
8,029
2,996,602
(1,056,844)
(4,561)
(15,797)
(6,467)
(10,056)
(5,228)
(1,098,953)
1,897,649
Total
5,472,553
77,162
(177,644)
5,372,071
110,648
380,867
46,285
(255,654)
5,654,217
82,905
5,737,122
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the net book value of intangible assets by geographic regions are as follows (in thousands):
Balance as of December 31, 2020
GPX acquisition
Amortization of intangibles
Impact of foreign currency exchange
Balance as of December 31, 2021
Entel Chile acquisition
Entel Peru acquisition
MainOne acquisition
Amortization of intangibles
Impact of foreign currency exchange
Balance as of December 31, 2022
Other asset acquisitions
Amortization of intangibles
Impact of foreign currency exchange
Balance as of December 31, 2023
Americas
EMEA
Asia-Pacific
$
1,463,089 $
518,027 $
—
(133,289)
(2,047)
1,327,753
153,489
10,000
—
(137,358)
(3,570)
1,350,314
7,270
(140,858)
(53)
$
1,216,673 $
—
(55,807)
(30,278)
431,942
—
—
54,800
(52,283)
(33,052)
401,407
—
(54,160)
11,067
358,314 $
189,829 $
15,472
(16,388)
(13,341)
175,572
—
—
—
(15,114)
(14,530)
145,928
1,235
(14,045)
(3,235)
129,883 $
Total
2,170,945
15,472
(205,484)
(45,666)
1,935,267
153,489
10,000
54,800
(204,755)
(51,152)
1,897,649
8,505
(209,063)
7,779
1,704,870
Goodwill and intangible assets which are denominated in currencies other than the U.S. Dollar are subject to foreign currency fluctuations. Our foreign
currency translation gains and losses, including goodwill and intangibles, are a component of other comprehensive income and loss.
Estimated future amortization expense related to these intangibles is as follows (in thousands):
Years ending:
2024
2025
2026
2027
2028
Thereafter
Total
$
$
208,982
206,550
204,913
202,604
201,189
680,632
1,704,870
F-31
Table of Contents
Other Assets
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other assets consisted of the following as of December 31 (in thousands):
Equity method investments
Contract costs
Derivative instruments, non-current
Prepaid expenses, non-current
Deferred CCA implementation costs
Contract assets, non-current
Deferred tax assets, net
Deposits
Debt issuance costs, net
Other non-current assets
(1)
Total other assets
2023
2022
468,231 $
422,634
213,024
134,204
105,364
85,912
62,238
59,698
5,124
34,883
1,591,312 $
348,145
371,306
298,899
66,393
84,224
55,405
44,628
64,337
6,831
35,969
1,376,137
$
$
(1)
Other non-current assets included restricted cash, non-current of $0.1 million and $0.1 million as of December 31, 2023 and 2022, respectively.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31 (in thousands):
Accrued compensation and benefits
Accrued utilities and security
Accounts payable
(1)
Accrued taxes
Accrued other
Accrued interest
Total accounts payable and accrued expenses
2023
2022
437,403 $
177,951
162,356
160,834
158,356
89,718
1,186,618 $
413,135
115,119
115,953
131,376
144,165
85,052
1,004,800
$
$
(1)
Accrued taxes included income taxes payable of $81.4 million and $55.2 million as of December 31, 2023 and 2022, respectively.
Other Current Liabilities
Other current liabilities consisted of the following as of December 31 (in thousands):
Deferred revenue, current
Derivative instruments, current
Other current liabilities
Customer deposits, current
Dividends payable, current
Asset retirement obligations, current
Total other current liabilities
F-32
2023
2022
124,945 $
93,726
48,794
16,123
13,576
4,565
301,729 $
132,090
24,868
57,533
15,896
12,302
8,657
251,346
$
$
Table of Contents
Other Liabilities
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other liabilities consisted of the following as of December 31 (in thousands):
2023
2022
Deferred tax liabilities, net
Deferred revenue, non-current
Asset retirement obligations, non-current
Other non-current liabilities
Accrued taxes
Dividends payable, non-current
Derivative instruments, non-current
Customer deposits, non-current
Total other liabilities
The following table summarizes the activities of our asset retirement obligations ("ARO") (in thousands):
Asset retirement obligations as of December 31, 2020
Additions
Adjustments
Accretion expense
Impact of foreign currency exchange
(1)
Asset retirement obligations as of December 31, 2021
Additions
Adjustments
Accretion expense
Impact of foreign currency exchange
(1)
Asset retirement obligations as of December 31, 2022
Additions
Adjustments
Accretion expense
Impact of foreign currency exchange
(1)
Asset retirement obligations as of December 31, 2023
$
$
394,085 $
154,047
107,994
61,315
55,439
12,081
7,608
2,980
795,549 $
$
$
383,359
155,334
109,508
65,592
59,806
10,446
8,820
4,998
797,863
113,769
7,483
(6,591)
6,518
(3,623)
117,556
2,951
(4,281)
6,431
(4,492)
118,165
1,266
(13,580)
6,317
391
112,559
(1)
The ARO adjustments are primarily due to lease amendments and acquisition of real estate assets, as well as other adjustments.
8. Derivatives and Hedging Instruments
Derivatives Designated as Hedging Instruments
Net Investment Hedges. We are exposed to the impact of foreign exchange rate fluctuations on the value of investments in our foreign subsidiaries whose
functional currencies are other than the U.S. Dollar. In order to mitigate the impact of foreign currency exchange rates, we have entered into various foreign
currency debt obligations, which are designated as hedges against our net investments in foreign subsidiaries. As of both December 31, 2023 and 2022, the
total principal amounts of foreign currency debt obligations designated as net investment hedges was $1.5 billion.
We also utilize cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S. dollar-denominated
fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries.
As of December 31,
F-33
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2023 and 2022, the total notional amount of cross-currency interest rate swaps designated as net investment hedges, were $ 3.1 billion and $3.9 billion
respectively, with maturity dates ranging through 2026.
From time to time, we use foreign currency forward contracts, which are designated as net investment hedges, to hedge against the effect of foreign
exchange rate fluctuations on our net investment in our foreign subsidiaries. As of December 31, 2023 and 2022, the total notional amount of foreign currency
forward contracts designated as net investment hedges were $887.5 million and $ 373.4 million, respectively.
Certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have
foreign currency forward contracts embedded in them. These embedded derivatives are separated from their host contracts and carried on our balance sheet at
their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. Dollars. We use
these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in
our foreign subsidiaries.
The effect of net investment hedges on accumulated other comprehensive income and the consolidated statements of operations for the years ended
December 31, 2023, 2022 and 2021 was as follows (in thousands):
Amount of gain or (loss) recognized in accumulated other comprehensive income:
Foreign currency debt
Foreign currency forward contracts (included component)
Foreign currency forward contracts (excluded component)
Cross-currency interest rate swaps (included component)
Cross-currency interest rate swaps (excluded component)
(1)
(2)
(1)
(3)
Total
Amount of gain or (loss) recognized in earnings:
Foreign currency forward contracts (excluded component)
Cross-currency interest rate swaps (excluded component)
(2)
(3)
Interest expense
Interest expense
Total
Location of gain or (loss)
(1)
(2)
(3)
Included component represents foreign exchange spot rates.
Excluded component represents foreign currency forward points.
Excluded component represents cross-currency basis spread and interest rates.
2023
Years Ended December 31,
2022
160,286 $
27,323
(2,535)
276,350
(35,723)
425,701 $
(54,120) $
(9,442)
2,683
(72,049)
1,045
(131,883) $
2021
93,945
2,621
(2)
282,935
(52,517)
326,982
Years Ended December 31,
2022
2023
2021
1,920 $
45,469
47,389 $
(469) $
50,188
49,719 $
242
44,933
45,175
$
$
$
$
Cash Flow Hedges. We hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA region between the U.S.
Dollar and foreign currencies, primarily the British Pound and the Euro. The foreign currency forward and option contracts that we use to hedge this exposure
are designated as cash flow hedges. As of December 31, 2023 and 2022, the total notional amounts of these foreign exchange contracts were $ 1.2 billion and
$490.8 million, respectively.
As of December 31, 2023, our foreign currency cash flow hedge instruments had maturity dates ranging from January 2024 to December 2025 and we had
a net loss of $7.2 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that
will mature in the next 12 months. As of December 31, 2022, our foreign currency cash flow hedge instruments had maturity dates ranging from January 2023 to
February 2024 and we had a net gain of $8.2 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and
expenses for cash flow hedges that will mature in the next 12 months.
F-34
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We enter into intercompany hedging instruments ("intercompany derivatives") with our wholly-owned subsidiaries in order to hedge certain forecasted
revenues and expenses denominated in currencies other than the U.S. Dollar. Simultaneously, we enter into derivative contracts with unrelated third parties to
externally hedge the net exposure created by such intercompany derivatives.
We hedge the interest rate exposure created by anticipated fixed rate debt issuances through the use of treasury locks and swap locks (collectively, interest
rate locks), which are designated as cash flow hedges. As of both December 31, 2023 and 2022, we had no interest rate locks outstanding. When interest rate
locks are settled, any gain or loss from the transactions is deferred and included as a component of other comprehensive income (loss) and is amortized to
interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. As of December 31, 2023 and
2022, we had a net gain of $1.1 million and $1.4 million, respectively, recorded within accumulated other comprehensive income (loss) to be reclassified to
interest expense in the next 12 months for interest rate locks.
We also use cross-currency swaps, which are designated as cash flow hedges, to manage the foreign currency exposure associated with a portion of our
foreign currency-denominated debt. As of both December 31, 2023 and 2022, the total notional amount of cross-currency interest rate swaps, designated as
cash flow hedges, was $280.3 million.
The effect of cash flow hedges on accumulated other comprehensive income and the consolidated statements of operations for the years ended
December 31, 2023, 2022 and 2021 was as follows (in thousands):
Amount of gain or (loss) recognized in accumulated other comprehensive income:
Foreign currency forward and option contracts (included component)
Foreign currency option contracts (excluded component)
Cross-currency interest rate swaps
Interest rate locks
(2)
(1)
Total
Amount of gain or (loss) reclassified from accumulated other comprehensive income to income:
Foreign currency forward contracts
Foreign currency forward contracts
Interest rate locks
Total
Location of gain or (loss)
Revenues
Costs and operating expenses
Interest Expense
$
$
$
$
(1)
(2)
Included component represents foreign exchange spot rates.
Excluded component represents option's time value.
Derivatives Not Designated as Hedging Instruments
Years Ended December 31,
2022
2023
2021
(15,956) $
—
(2,175)
(4,971)
(23,102) $
(8,711) $
—
(2,386)
49,392
38,295 $
67,767
151
—
9,624
77,542
2023
Years Ended December 31,
2022
148,100 $
(71,968)
(26)
76,106 $
(9,760) $
15,425
1,183
6,848 $
2021
(39,297)
20,496
(4,056)
(22,857)
Embedded Derivatives. As described above, certain of our customer agreements that are priced in currencies different from the functional or local
currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them.
Economic Hedges of Embedded Derivatives . We use foreign currency forward contracts to manage the foreign exchange risk associated with our customer
agreements that are priced in currencies different from the functional or local currencies of the parties involved ("economic hedges of embedded derivatives").
Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price
on an agreed-upon settlement date.
F-35
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Foreign Currency Forward Contracts . We also use foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign
currency-denominated monetary assets and liabilities. As a result of foreign currency fluctuations, the U.S. Dollar equivalent values of our foreign currency-
denominated monetary assets and liabilities change. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the
foreign currency gains and losses of the related foreign currency-denominated monetary assets and liabilities associated with these foreign currency forward
contracts. As of December 31, 2023 and 2022, the total notional amounts of these foreign currency contracts were $ 3.1 billion and $3.0 billion, respectively.
Cross-currency Interest Rate Swaps. During the year ended December 31, 2023, we elected to de-designate a portion of our cross-currency interest rate
swaps previously designated as net investment hedges. Gains and losses subsequent to the de-designation will be recognized in earnings to offset
remeasurement gains and losses from foreign currency monetary assets and liabilities. We also entered into $ 283.4 million of cross-currency interest rate
swaps, which were not designated as hedging instruments. As of December 31, 2023, the total notional amount of cross-currency interest rate swaps which
were not designated as hedging instruments was $1.1 billion.
The following table presents the effect of derivatives not designated as hedging instruments in our consolidated statements of operations (in thousands):
Amount of gain or (loss) recognized in earnings:
(1)
Embedded derivatives
Economic hedge of embedded derivatives
Foreign currency forward contracts
Cross-currency interest rate swaps
Total
(2)
Location of gain or (loss)
Revenues
Revenues
Other income (expense)
Other income (expense)
Years Ended December 31,
2022
2021
2023
$
$
— $
—
(20,191)
6,534
(13,657) $
(568) $
(984)
137,633
—
136,081 $
3,503
(5,937)
129,496
—
127,062
(1)
(2)
Embedded derivatives which are considered foreign currency forward contracts were designated as net investment hedges beginning March 31, 2022.
As of December 31, 2023, we had no economic hedge of embedded derivatives outstanding.
F-36
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Fair Value of Derivative Instruments
The following table presents the fair value of derivative instruments recognized in our consolidated balance sheets , excluding accrued interest, as of
December 31, 2023 and 2022 (in thousands):
Designated as hedging instruments:
Cash flow hedges
Foreign currency forward and option contracts
Cross-currency interest rate swaps
Net investment hedges
Foreign currency forward contracts
Cross-currency interest rate swaps
Total designated as hedging
Not designated as hedging instruments:
Foreign currency forward contracts
Cross-currency interest rate swaps
Total not designated as hedging
Total Derivatives
December 31, 2023
December 31, 2022
Assets
(1)
Liabilities
(2)
Assets
(1)
Liabilities
(2)
$
$
2,493 $
35,950
14,327
—
$
27,812 $
19,239
2,981
131,583
173,007
16,668
—
30,995
25,077
274,234
346,362
3,662
80,350
84,012
257,019 $
70,340
—
70,340
101,335
$
58,230
—
58,230
404,592 $
21,352
—
4,805
—
26,157
7,531
—
7,531
33,688
(1)
(2)
As presented in our consolidated balance sheets within other current assets and other assets.
As presented in our consolidated balance sheets within other current liabilities and other liabilities.
Offsetting Derivative Assets and Liabilities
We enter into master netting agreements with our counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any
single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For
presentation on the consolidated balance sheets, we do not offset fair value amounts recognized for derivative instruments or the accrued interest related to
cross-currency interest rate swaps under master netting arrangements. The following table presents information related to these offsetting arrangements,
inclusive of accrued interest, as of December 31, 2023 and 2022 (in thousands):
December 31, 2023
Derivative assets
Derivative liabilities
December 31, 2022
Derivative assets
Derivative liabilities
Gross Amounts Offset in
Consolidated Balance Sheet
Gross Amounts
Offset in the
Balance Sheet
Gross Amounts
Net Amounts
Gross Amounts
not Offset in the
Balance Sheet
Net
282,316 $
111,860
— $
—
282,316 $
111,860
(56,341) $
(56,341)
225,975
55,519
424,516 $
39,234
— $
—
424,516 $
39,234
(34,429) $
(34,429)
390,087
4,805
$
$
F-37
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Fair Value Measurements
We perform fair value measurements in accordance with ASC 820, Fair Value Measurement, which establishes three levels of inputs that we use to
measure fair value:
• Level 1: quoted prices in active markets for identical assets or liabilities.
• Level 2: observable inputs (e.g. spot rates and other data from the third-party pricing vendors for our derivative instruments) other than quoted market
prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities.
• Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.
Our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands):
Assets:
Money market and deposit accounts
Derivative instruments
(1)
Liabilities:
Derivative instruments
(1)
Fair Value at
December 31, 2023
Fair Value
Measurement Using
Level 1
Level 2
$
$
$
1,603,942 $
257,019
1,860,961 $
1,603,942 $
—
1,603,942 $
—
257,019
257,019
101,335 $
— $
101,335
(1)
Amounts are included within other current assets, other assets, other current liabilities and liabilities in the consolidated balance sheets.
Our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2022 were as follows (in thousands):
Assets:
Money market and deposit accounts
Derivative instruments
(1)
Liabilities:
Derivative instruments
(1)
Fair Value at
December 31,
2022
Fair Value
Measurement Using
Level 1
Level 2
$
$
$
764,628 $
404,592
1,169,220 $
764,628 $
—
764,628 $
—
404,592
404,592
33,688 $
— $
33,688
(1)
Amounts are included within other current assets, other assets, other current liabilities and other liabilities in the consolidated balance sheets.
Other than the contingent consideration related to the EMEA 1 Joint Venture as described in Note 6 above, we did not have any Level 3 financial assets or
financial liabilities during the years ended December 31, 2023 and 2022.
Other than the assets and liabilities that were classified as held for sale as described in Note 5 above, we did not have any nonfinancial assets or liabilities
measured at fair value on a recurring basis during the years ended December 31, 2023 and 2022.
F-38
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. Leases
Significant Lease Transactions
The following table summarizes the significant lease transactions during the year ended December 31, 2023 (in thousands):
Lease
Quarter
Transaction
Renewal/Termination
(1)
Options Excluded
Lease Classification
ROU assets
ROU liabilities
Net Incremental
(2)
Chicago 1/2/4 ("CH1/2/4")
data center lease
expansion
London 8 ("LD8") data
center lease purchase
Q2
Q4
Expanded CH1 to
additional space within
the building
(3)
One 10-year renewal
option
163-year lease term
following purchase of
leasehold interest
None
Operating Lease
$150,990
$176,316
Finance Lease
78,073
52,747
Operating Lease
(86,724)
(83,033)
Finance Lease
184,945
(39,613)
( 1 )
These renewal/termination options are not included in determining the lease terms as we are not reasonably certain to exercise them at this time. Certain complementary
leases contain one additional 10-year renewal option.
( 2 )
The net incremental amounts represent the adjustments to the right-of-use assets and liabilities recorded during the quarter that the transactions were entered, including
the effective termination of existing LD8 leases concurrent with the purchase of the 163-year leasehold interest.
( 3 )
The incremental balance includes the impact of reassessing lease terms of complementary leases of CH1, resulting in new lease end dates ranging from June 2037 to
October 2040 from including renewal options that are reasonably certain to be exercised and in certain complementary leases changing classification.
Lease Expenses
The components of lease expenses are as follows (in thousands):
Finance lease cost
Amortization of right-of-use assets
Interest on lease liabilities
Total finance lease cost
(1)
Operating lease cost
Variable lease cost
Total lease cost
2023
Years Ended December 31,
2022
2021
$
$
166,266 $
113,039
279,305
243,434
62,206
584,945 $
161,061 $
112,518
273,579
213,619
41,237
528,435 $
157,057
117,896
274,953
221,776
33,066
529,795
(1)
Amortization of right-of-use assets is included within depreciation expense, and is recorded within cost of revenues, sales and marketing and general and administrative
expenses in the consolidated statements of operations.
F-39
Table of Contents
Other Information
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other information related to leases is as follows (in thousands, except years and percent):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases
Operating cash flows from operating leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
(1)
Finance leases
Operating leases
Weighted-average remaining lease term - finance leases
Weighted-average remaining lease term - operating leases
Weighted-average discount rate - finance leases
Weighted-average discount rate - operating leases
Finance lease right-of-use assets
(3)
(2)
(2)
$
$
2023
Years Ended December 31,
2022
2021
109,915 $
231,269
148,913
109,514 $
197,356
134,202
113,571
258,719
165,539
208,683 $
210,938
293,858 $
355,040
412,214
10,446
As of December 31,
2023
2022
14 years
12 years
6 %
5 %
15 years
12 years
6 %
4 %
$
2,183,557
$
2,018,070
(1)
(2)
(3)
Represents all non-cash changes in right-of-use assets.
Includes lease renewal options that are reasonably certain to be exercised.
As of December 31, 2023 and 2022, we recorded accumulated amortization of finance lease assets of $870.3 million and $840.0 million, respectively. Finance lease assets
are recorded within property, plant and equipment, net on the consolidated balance sheets.
Maturities of Lease Liabilities
Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands):
Year ended December 31,
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less imputed interest
Total
Operating Leases
Finance Leases
Total
$
$
193,541 $
204,876
197,209
177,937
150,966
1,085,803
2,010,332
(548,254)
1,462,078 $
252,296 $
278,244
245,691
250,254
237,865
2,092,877
3,357,227
(1,096,086)
2,261,141 $
445,837
483,120
442,900
428,191
388,831
3,178,680
5,367,559
(1,644,340)
3,723,219
We entered into agreements with various landlords primarily to lease data center spaces and ground leases which have not yet commenced as of
December 31, 2023. These leases will commence between year 2024 and 2026, with lease terms of 3 to 33 years and total lease commitments of
approximately $524.6 million.
F-40
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
11. Debt Facilities
Mortgage and Loans Payable
As of December 31, 2023 and 2022, our mortgage and loans payable consisted of the following (in thousands):
Term loans
Mortgage payable and loans payable
Less amount representing unamortized debt discount and debt issuance cost
Less current portion
Senior Credit Facility and Refinancing
2023
2022
$
$
642,657 $
29,037
671,694
(726)
670,968
(7,705)
663,263 $
619,090
34,527
653,617
(1,062)
652,555
(9,847)
642,708
On January 7, 2022, we entered into a credit agreement (the "2022 Credit Agreement") with a group of lenders for a senior unsecured credit facility,
comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £ 500.0 million senior unsecured term
loan facility (the "2022 Term Loan Facility" and, together with the 2022 Revolving Facility, collectively, the "2022 Credit Facilities"). The total debt issuance costs
for the 2022 Revolving Facility and 2022 Term Loan Facility are $6.5 million and $0.8 million, respectively. We borrowed the full £ 500.0 million available under
the 2022 Term Loan Facility, or approximately $676.9 million at the exchange rates in effect on that date. On that same day, using a portion of the proceeds from
the 2022 Term Loan Facility, we prepaid in full all of the indebtedness outstanding of $ 549.6 million, at the exchange rates in effect on January 7, 2022, related
to an approximately $1.0 billion senior unsecured multicurrency term loan facility entered in 2017 and terminated the related credit agreement. In connection
with the repayment and termination, we incurred an insignificant amount of loss on debt extinguishment. The remaining unamortized debt issuance costs of the
repaid facility will continue to be amortized over the contract terms of the 2022 Credit Facilities.
The 2022 Credit Facilities have a maturity date of January 7, 2027. We may borrow, repay and reborrow amounts under the 2022 Revolving Facility until the
Maturity Date, at which time all amounts outstanding under the 2022 Revolving Facility must be repaid in full. The term loan made under the 2022 Term Loan
Facility has no scheduled principal amortization and must be repaid in full on the maturity date. The 2022 Revolving Credit Facility provides for extensions of
credit in U.S. Dollars as well as certain other foreign currencies. Borrowings under the 2022 Revolving Facility bear interest at a rate based on the daily Secured
Overnight Financing Rate ("SOFR"), term SOFR, an alternative currency daily rate, or an alternative currency term rate plus a spread adjustment, plus a margin
that can vary from 0.555% to 1.200%. Borrowings under the 2022 Term Loan Facility bear interest at a rate based on the daily Sterling Overnight Index Average
("SONIA"), plus a spread adjustment, plus a margin that can vary from 0.625% to 1.450%. We are also required to pay a quarterly letter of credit fee on the face
amount of each letter of credit, which fee is based on the same margin that applies from time to time to SOFR-indexed borrowings under the revolving credit
line. The margin is dependent on either our consolidated net leverage ratio or our credit ratings. We are also required to pay a quarterly facility fee ranging from
0.07% to 0.25% per annum. The 2022 Credit Agreement contains customary covenants, including financial ratio covenants that are required to be maintained as
of each quarter end.
As of December 31, 2023 and 2022, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $ 636.2 million and
$603.0 million, respectively.
As of December 31, 2023, we had 51 irrevocable letters of credit totaling $ 84.2 million issued and outstanding under the 2022 Revolving Facility, with
approximately $3.9 billion remaining available to borrow under the 2022 Revolving Facility.
F-41
Table of Contents
Senior Notes
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Our senior notes consisted of the following as of December 31 (in thousands):
Issuance Date
Maturity Date
Amount
Effective Rate
Amount
Effective Rate
2023
2022
Senior Notes
2.625% Senior Notes due 2024
1.250% Senior Notes due 2025
1.000% Senior Notes due 2025
2.900% Senior Notes due 2026
1.450% Senior Notes due 2026
0.250% Euro Senior Notes due 2027
1.800% Senior Notes due 2027
1.550% Senior Notes due 2028
2.000% Senior Notes due 2028
2.875% Swiss Franc Senior Notes due 2028
3.200% Senior Notes due 2029
2.150% Senior Notes due 2030
2.500% Senior Notes due 2031
3.900% Senior Notes due 2032
1.000% Euro Senior Notes due 2033
2.000% Japanese Yen Series A Notes due
2035
2.130% Japanese Yen Series C Notes due
2035
2.370% Japanese Yen Series B Notes due
2043
2.570% Japanese Yen Series D Notes due
2043
2.570% Japanese Yen Series E Notes due
2043
3.000% Senior Notes due 2050
2.950% Senior Notes due 2051
3.400% Senior Notes due 2052
November 2019
June 2020
October 2020
November 2019
May 2021
March 2021
June 2020
October 2020
May 2021
September 2023
November 2019
June 2020
May 2021
April 2022
March 2021
November 2024
July 2025
September 2025
November 2026
May 2026
March 2027
July 2027
March 2028
May 2028
September 2028
November 2029
July 2030
May 2031
April 2032
March 2033
March 2023
March 2035
March 2023
March 2035
March 2023
March 2043
March 2023
March 2043
February 2023
June 2020
October 2020
May 2021
March 2043
July 2050
September 2051
February 2052
Less amount representing unamortized debt discount and debt issuance cost
Less current portion
$
$
1,000,000
500,000
700,000
600,000
700,000
552,050
500,000
650,000
400,000
356,633
1,200,000
1,100,000
1,000,000
1,200,000
662,460
266,888
104,911
72,516
32,608
70,886
500,000
500,000
500,000
13,168,952
(108,026)
13,060,926
(998,580)
12,062,346
2.79 % $
1.46 %
1.18 %
3.04 %
1.64 %
0.45 %
1.96 %
1.67 %
2.21 %
3.05 %
3.30 %
2.27 %
2.65 %
4.07 %
1.18 %
2.07 %
2.20 %
2.42 %
2.62 %
2.62 %
3.09 %
3.00 %
3.50 %
1,000,000
500,000
700,000
600,000
700,000
534,950
500,000
650,000
400,000
—
1,200,000
1,100,000
1,000,000
1,200,000
641,940
—
—
—
—
—
500,000
500,000
500,000
12,226,890
(117,351)
12,109,539
—
12,109,539
$
2.79 %
1.46 %
1.18 %
3.04 %
1.64 %
0.45 %
1.96 %
1.67 %
2.21 %
— %
3.30 %
2.27 %
2.65 %
4.07 %
1.18 %
— %
— %
— %
— %
— %
3.09 %
3.00 %
3.50 %
3.900% Senior Notes due 2032
On April 5, 2022, we issued $ 1.2 billion aggregate principal amount of 3.900% Senior Notes due 2032 (the "2032 Notes"). Interest on the 2032 Notes is
payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2022. Debt issuance costs and debt discounts related to the 2032
Notes were $16.3 million.
2.000% Japanese Yen Senior Notes Series A due 2035, 2.370% Japanese Yen Senior Notes Series B due 2043, 2.130% Japanese Yen Senior Notes Series C
due 2035, 2.570% Japanese Yen Senior Notes Series D due 2043 and 2.570% Japanese Yen Senior Notes Series E due 2043 (collectively, the "Japanese Yen
Senior Notes")
F-42
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On February 16, 2023, we issued ¥ 10.0 billion, or approximately $ 74.5 million in U.S. dollars, at the exchange rate in effect on that date, aggregate principal
amount of 2.570% senior notes due March 8, 2043 (the "2043 Japanese Yen Series E Notes").
On March 8, 2023, and at the exchange rate in effect on that date, we issued ¥ 37.7 billion, or approximately $ 274.7 million in U.S. dollars, aggregate
principal amount of 2.000% senior notes due March 8, 2035 (the "2035 Japanese Yen Series A Notes"), ¥ 10.2 billion, or approximately $ 74.6 million in U.S.
dollars, aggregate principal amount of 2.370% senior notes due March 8, 2043 (the "2043 Japanese Yen Series B Notes"), ¥ 14.8 billion, or approximately
$107.9 million in U.S. dollars, aggregate principal amount of 2.130% senior notes due March 8, 2035 (the "2035 Japanese Yen Series C Notes") and ¥ 4.6 billion,
or approximately $33.5 million in U.S. dollars, aggregate principal amount of 2.570% senior notes due March 8, 2043 (the "2043 Japanese Yen Series D
Notes").
Interest on the notes is payable semi-annually in arrears on March 8 and September 8 of each year, commencing on September 8, 2023. Total debt
issuance costs related to the 2035 Japanese Yen Series A Notes, the 2043 Japanese Yen Series B Notes, the 2035 Japanese Yen Series C Notes, the 2043
Japanese Yen Series D Notes and the 2043 Japanese Yen Series E Notes were $ 2.0 million, $0.6 million, $0.8 million, $0.3 million and $0.6 million,
respectively.
2.875% Swiss Franc Senior Notes due 2028
On September 12, 2023, we issued CHF 300.0 million, or approximately $ 336.9 million in U.S. dollars, at the exchange rate in effect on that date, aggregate
principal amount of 2.875% senior notes due September 12, 2028 (the "2028 CHF Notes"). Interest on the notes is payable annually in arrears on September 12
of each year, commencing on September 12, 2024. Total debt issuance costs related to the 2028 CHF Notes were $3.0 million.
All of our senior notes are unsecured and rank equal in right of payment to our existing or future senior indebtedness and senior in right of payment to our
existing and future subordinated indebtedness. Interest on the senior notes is paid semi-annually in arrears, with the exception of our Euro senior notes and
Swiss Franc notes which are paid annually in arrears. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt
outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any
existing and future indebtedness and other liabilities (including trade payables) of any of our subsidiaries.
Each series of senior notes is governed by an indenture and a supplemental indenture, or a purchase agreement between us and a trustee or a note
registrar. These supplemental indentures contain covenants that limit our ability and the ability of our subsidiaries to, among other things:
incur liens;
•
•
enter into sale-leaseback transactions; and
• merge or consolidate with any other person.
As of December 31, 2023, we are in compliance with all covenants. Subject to compliance with the limitations described above, we may issue an unlimited
principal amount of additional notes at later dates under the same indenture as the senior notes.
We are not required to make any mandatory redemption with respect to the senior notes; however, upon the event of a change in control, we may be
required to offer to purchase the senior notes.
Optional Redemption
With respect to the rest of the Notes listed below, we may redeem at our election, at any time or from time to time, some or all of the notes of any series
before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the notes being
redeemed plus accrued and unpaid interest up to, but not including, the redemption date and (2) a make-whole premium. If the Notes are
F-43
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
redeemed on or after the First Par Call Date listed in the table below, the redemption price will not include a make-whole premium for the applicable notes.
Senior Notes Description
2.625% Senior Notes due 2024
1.250% Senior Notes due 2025
1.000% Senior Notes due 2025
1.450% Senior Notes due 2026
2.900% Senior Notes due 2026
0.250% Euro Senior Notes due 2027
1.800% Senior Notes due 2027
1.550% Senior Notes due 2028
2.000% Senior Notes due 2028
2.875% Swiss Franc Senior Notes due 2028
3.200% Senior Notes due 2029
2.150% Senior Notes due 2030
2.500% Senior Notes due 2031
3.900% Senior Notes due 2032
1.000% Euro Senior Notes due 2033
2.000% Japanese Yen Series A Notes due 2035
2.130% Japanese Yen Series C Notes due 2035
2.370% Japanese Yen Series B Notes due 2043
2.570% Japanese Yen Series D Notes due 2043
2.570% Japanese Yen Series E Notes due 2043
3.000% Senior Notes due 2050
2.950% Senior Notes due 2051
3.400% Senior Notes due 2052
Maturities of Debt Instruments
First Par Call Date
October 18, 2024
June 15, 2025
August 15, 2025
April 15, 2026
September 18, 2026
January 15, 2027
May 15, 2027
January 15, 2028
March 15, 2028
June 12, 2028
August 18, 2029
April 15, 2030
February 15, 2031
January 15, 2032
December 15, 2032
March 8, 2035
March 8, 2035
March 8, 2043
March 8, 2043
March 8, 2043
January 15, 2050
March 15, 2051
August 15, 2051
The following table sets forth maturities of our debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs and debt
discounts, as of December 31, 2023 (in thousands):
Years ending:
2024
2025
2026
2027
2028
Thereafter
$
$
1,007,704
1,206,322
1,306,171
1,694,016
1,411,523
7,214,910
13,840,646
F-44
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Fair Value of Debt Instruments
The following table sets forth the estimated fair values of our mortgage and loans payable and senior notes, including current maturities, as of December 31
(in thousands):
Mortgage and loans payable
Senior notes
$
684,222 $
— $
11,739,401
11,165,781
684,222 $
573,620
666,387 $
— $
10,196,933
10,196,933
666,387
—
Fair Value
Level 1
Level 2
Fair Value
Level 1
Level 2
2023
Fair Value
Measurement Using
2022
Fair Value
Measurement Using
The inputs used to estimate the fair value of debt instruments include:
• Level 1: quoted market prices; and
• Level 2: our credit rating and current prices of similar debt instruments that are publicly traded.
Interest Charges
The following table sets forth total interest costs incurred, and total interest costs capitalized for the years ended December 31 (in thousands):
Interest expense
Interest capitalized
Interest charges incurred
2023
2022
2021
$
$
402,022 $
25,971
427,993 $
356,337 $
18,152
374,489 $
336,082
24,505
360,587
Total interest paid in cash, net of capitalized interest, during the years ended December 31, 2023, 2022 and 2021 was $ 445.5 million, $412.1 million and
$401.9 million, respectively.
12. Stockholders' Equity
Our authorized share capital is 300,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 25,000,000 is designated Series
A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. As of December 31, 2023 and 2022, we had no preferred stock issued and
outstanding.
Common Stock
In October 2020, we established an "at the market" equity offering program (the "2020 ATM Program"), under which we could, from time to time, offer and
sell shares of our common stock to or through sales agents up to an aggregate of $1.5 billion. In February 2022, we entered into a forward sale amendment to
the 2020 ATM Program, under which we could, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale
transactions (the "Equity Forward Amendment"). In November 2022, we established a successor ATM program, also with substantially the same terms as the
Equity Forward Amendment noted above, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $ 1.5 billion of
our common stock to or through sales agents in "at the market" transactions (the "2022 ATM Program"). The forward sale agreements provide three settlement
alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as
equity for balance sheet purposes.
F-45
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During the first half of 2022, we executed five forward sale agreements under the 2020 ATM Program to sell 579,873 shares of our common stock. On
August 3, 2022, we physically settled these forward sale shares for approximately $393.6 million, net of payment of commissions to sales agents and other
offering expenses, at an aggregate weighted-average forward sale price of $678.72 per share.
In the fourth quarter of 2022, we executed three additional forward sale agreements to sell 458,459 shares of our common stock with maturity dates ranging
from February 2023 to November 2023. Of this amount, 308,875 shares were executed under the 2020 ATM Program and the remaining 149,584 shares were
executed under the 2022 ATM Program. On February 28, 2023, we physically settled these forward sale shares for approximately $ 301.6 million, net of
payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward sale price of $657.75 per share.
In the year ended December 31, 2022, we sold an additional 580,833 shares, excluding the forward sale transactions noted above, for approximately
$403.6 million, net of payment of commissions to sales agents and other offering expenses, under the 2020 ATM Program. As of December 31, 2022, no shares
remained available for sale under the 2020 ATM Program.
In the second quarter of 2023, we executed two forward sale agreements to sell 269,547 shares of our common stock with maturity dates ranging from
February 2024 to March 2024. In the third quarter of 2023, we executed three additional forward sale agreements to sell 294,579 shares of our common stock
with maturity dates ranging from February 2024 to March 2024. On November 1, 2023, we physically settled 564,126 forward sale shares for approximately
$433.3 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward sale price of $ 768.03 per
share.
In the fourth quarter of 2023, we executed seven forward sale agreements to sell 643,428 shares of our common stock with maturity dates ranging from
November 2024 to December 2024. As of December 31, 2023, the estimated net settlement value for the forward sale agreements was approximately
$499.4 million at an aggregate weighted-average forward sale price of $ 776.23 per share. The weighted-average forward sale price that we expect to receive
upon physical settlement will be subject to adjustments for a discount rate factor equal to a specified benchmark rate less a spread minus scheduled dividends
during the terms of the agreements.
As of December 31, 2023, we had approximately $469.7 million of common stock available for sale under the 2022 ATM Program, which amount gives
effect to the unsettled forward sale transactions noted above. For the year ended December 31, 2023, other than as noted above, we sold no additional shares
under the 2022 ATM Program.
As of December 31, 2023, we had reserved the following authorized but unissued shares of common stock for future issuances:
Common stock options and restricted stock units
Common stock employee purchase plans
Total
Redeemable Non-controlling Interest
3,978,009
2,345,263
6,323,272
On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $ 25.0 million, which resulted in the third party
investor owning a 25% interest in the entity.
The Indonesian operating entity is a VIE because it does not have sufficient funds from its operations to be self-sustaining. We provide certain management
services to the entity and earn fees for the performance of such services. We have the power to direct the activities that most significantly impact the economic
performance of the entity and have concluded that we are its primary beneficiary.
Under the terms of the shareholders’ agreement, the investor may put its 25% ownership stake in the entity to us for a maximum exercise price of
$25.0 million, subject to certain contingent conditions. Accordingly, we present the investor’s contingently redeemable non-controlling interest ("NCI") outside of
permanent equity at the higher of its maximum redemption amount of $25.0 million and its balance after attribution of gains and losses in the consolidated
balance sheets. There were no changes in the carrying value of the redeemable NCI for the year ended December 31, 2023.
F-46
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of December 31, 2023, the carrying value of the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on
the consolidated balance sheets were $30.4 million and $2.9 million, respectively.
The income and losses attributable to us as well as to the redeemable NCI from the Indonesian VIE were insignificant for the year ended December 31,
2023.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, by components are as follows (in thousands):
Foreign currency translation adjustment ("CTA") gain
(loss)
Unrealized gain (loss) on cash flow hedges
Net investment hedge CTA gain (loss)
Net actuarial gain (loss) on defined benefit plans
(1)
(1)
(2)
December 31,
2020
Net
Change
December 31,
2021
Net
Change
December 31,
2022
Net
Change
December 31,
2023
$
$
(508,415) $
(67,152)
(336,934)
(867)
(913,368) $
(559,984) $
60,562
326,982
57
(1,068,399) $
(6,590)
(9,952)
(810)
(172,383) $
(1,085,751) $
(769,838) $
40,543
425,701
(101)
(303,695) $
(1,838,237) $
33,953
415,749
(911)
(1,389,446) $
250,044 $
(18,370)
(131,883)
(462)
99,329 $
(1,588,193)
15,583
283,866
(1,373)
(1,290,117)
(1)
(2)
Refer to Note 8 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
We have a defined benefit pension plan covering all employees in two countries where such plans are mandated by law. We do not have any defined benefit plans in
any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting from a change in the value of either the projected benefit
obligation or the plan assets resulting from a change in an actuarial assumption, net of amortization.
Changes in foreign currencies can have a significant impact to our consolidated balance sheets (as evidenced above in our foreign currency translation
loss), as well as our consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. dollars when the U.S. dollar
weakens or less U.S. dollars when the U.S. dollar strengthens. As of December 31, 2023, the U.S. dollar was generally weaker relative to certain of the
currencies of the foreign countries in which we operate as compared to December 31, 2022. Because of this, the U.S. dollar had an overall favorable impact on
our consolidated financial position because the foreign denominations translated into more U.S. dollars as evidenced by a decrease in foreign currency
translation loss for the year ended December 31, 2023 as reflected in the above table. The volatility of the U.S. dollar as compared to the other currencies in
which we operate could have a significant impact on our consolidated financial position and results of operations including the amount of revenue that we report
in future periods.
F-47
Table of Contents
Dividends
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During the years ended December 31, 2023, 2022 and 2021, our Board of Directors declared quarterly dividends whose treatment for federal income tax
purposes were as follows:
Declaration Date
Record Date
Payment Date
Total Distribution
(1)
Nonqualified Ordinary
Dividend
(2)
Fiscal 2023
2/15/2023
5/3/2023
8/2/2023
10/25/2023
Total
Fiscal 2022
2/16/2022
4/27/2022
7/27/2022
11/2/2022
Total
Fiscal 2021
2/10/2021
4/28/2021
7/28/2021
11/3/2021
Total
3/7/2023
5/24/2023
8/23/2023
11/15/2023
3/7/2022
5/18/2022
8/17/2022
11/16/2022
2/24/2021
5/19/2021
8/18/2021
11/17/2021
3/22/2023
6/21/2023
9/20/2023
12/13/2023
3/23/2022
6/15/2022
9/21/2022
12/14/2022
3/17/2021
6/16/2021
9/22/2021
12/15/2021
$
$
$
$
$
$
(per share)
3.410000 $
3.410000
3.410000
4.260000
14.490000 $
3.100000 $
3.100000
3.100000
3.100000
12.400000 $
2.870000 $
2.870000
2.870000
2.870000
11.480000 $
3.410000 $
3.410000
3.410000
4.260000
14.490000 $
3.100000 $
3.100000
3.100000
3.100000
12.400000 $
2.870000 $
2.870000
2.870000
2.870000
11.480000 $
Total Distribution
Amount
(in thousands)
318,736
318,914
319,308
402,347
1,359,305
282,031
282,168
286,136
286,868
1,137,203
256,321
257,199
257,769
258,716
1,030,005
(1)
(2)
Common stock dividends are characterized for federal income tax purposes as nonqualified ordinary dividend, qualified ordinary dividend, capital gains or return of
capital. During the years ended December 31, 2023, 2022 and 2021, we did not classify any portion of the distributions as qualified ordinary dividend, capital gains or
return of capital.
All nonqualified ordinary dividends are eligible for the 20% deduction generally allowable to non-corporate shareholders under Internal Revenue Code Section 199A.
In addition, as of December 31, 2023, for dividends and special distributions attributed to the RSUs, we recorded a short-term dividend payable of $ 13.6
million and a long-term dividend payable of $12.1 million for the RSUs that have not yet vested. As of December 31, 2022, for dividends and special
distributions attributed to the RSUs, we recorded a short-term dividend payable of $12.3 million and a long-term dividend payable of $ 10.4 million for the RSUs
that have not yet vested.
13. Stock-Based Compensation
Equity Compensation Plans
As of December 31, 2023, our equity compensation plans included:
•
2004 Employee Stock Purchase Plan (the "2004 Purchase Plan") : The 2004 Purchase Plan permits eligible employees to purchase common stock on
favorable terms via payroll deductions of up to 15% of the employee's cash compensation, subject to certain share and statutory dollar limits. Two
overlapping offering periods commence during each calendar year, on each of February 15 and August 15 or such other periods or dates as determined
by the Talent, Culture and Compensation Committee of the Board of Directors (the "Compensation Committee") from time to time, and the offering
periods last up to 24 months with a purchase date every 6 months. The price of each share purchased is 85% of the lower of a) the fair value
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per share of common
stock on the purchase date.
•
2020 Equity Incentive Plan : In 2020, both our Board of Directors and our stockholders approved the 2020 Equity Plan, which provides for the grant of
stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSAs, RSUs, other stock-based incentive
awards, dividend equivalents, and cash-based incentive awards. The 2020 Equity Plan's awards may be granted to employees, non-employee members
of the Board and consultants. Equity awards granted under the 2020 Equity Incentive Plan generally vest over four years. The maximum numbers of
shares of our common stock available for issuance under the 2020 Equity Plan is equal to the sum of 4.0 million shares and the shares transferred from
the 2000 Equity Incentive Plan.
The Equity compensation plans are administered by the Compensation Committee, which may terminate or amend these plans, with approval of the
stockholders as may be required by applicable law, at any time. As of December 31, 2023, shares reserved and available for issuance under the equity
compensation plans were as follows:
2004 Purchase Plan
2020 Equity Incentive Plan
Restricted Stock Units
Shares reserved
Shares available for grant
5,392,206
3,941,429
2,345,263
2,426,412
Since 2008, we primarily grant RSUs to our employees, including executives and non-employee directors, in lieu of stock options. We generally grant RSUs
that have a service condition only or have both a service and performance condition. Each RSU is not considered issued and outstanding and does not have
voting rights until it is converted into one share of our common stock upon vesting. RSU activity is summarized as follows:
Number of Shares
Outstanding
Weighted Average
Remaining Contractual
Life (Years)
Aggregate
Intrinsic Value
(Dollars in
Thousands)
(1)
RSUs outstanding, December 31, 2020
RSUs granted
RSUs released, vested
Special distribution shares released
RSUs canceled
RSUs outstanding, December 31, 2021
RSUs granted
RSUs released, vested
RSUs canceled
RSUs outstanding, December 31, 2022
RSUs granted
RSUs released, vested
Special distribution shares released
RSUs canceled
RSUs outstanding, December 31, 2023
Weighted Average
Grant Date Fair
Value per Share
499.60
679.59
505.40
297.03
561.34
594.27
661.43
576.62
624.98
641.51
699.07
644.90
297.03
640.68
1,337,634 $
776,628
(633,466)
(34)
(123,168)
1,357,594
912,249
(668,733)
(155,418)
1,445,692
990,667
(680,738)
(34)
(203,990)
1,551,597 $
(1)
The intrinsic value is calculated based on the market value of the stock as of December 31, 2023.
The total fair value of RSUs vested and released during the years ended December 31, 2023, 2022 and 2021 was $ 497.7 million, $462.0 million and $ 472.9
million, respectively.
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676.89
1.28 $
1,249,640
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Employee Stock Purchase Plan
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We provide the following disclosures for the 2004 Purchase Plan as of December 31 (dollars, except shares):
Weighted-average purchase price per share
Weighted average grant-date fair value per award for shares purchased
Number of shares purchased
2023
2022
2021
$
$
572.59 $
206.83 $
151,875
568.29 $
202.61 $
143,515
467.59
138.80
166,023
We use the Black-Scholes option-pricing model to determine the fair value of shares under the 2004 Purchase Plan with the following assumptions during
the years ended December 31:
Range of dividend yield
Range of risk-free interest rate
Range of expected volatility
Weighted-average expected volatility
Weighted average expected life (in years)
Stock-Based Compensation Expense
2023
1.69% - 1.78%
4.57% - 5.30%
26.02% - 34.93%
30.48 %
1.06
2022
1.48 - 1.55%
0.72 - 3.06%
25.73 - 37.20%
30.34 %
1.06
2021
1.58 - 1.77%
0.01 - 0.21%
25.54 - 41.24%
34.08 %
1.18
The following table presents, by operating expense, our stock-based compensation expense recognized in our consolidated statement of operations for the
years ended December 31 (in thousands):
Cost of revenues
Sales and marketing
General and administrative
Total
2023
2022
2021
$
$
49,013 $
84,583
273,940
407,536 $
45,028 $
82,794
276,161
403,983 $
38,438
79,144
246,192
363,774
Our stock-based compensation expense recognized in the consolidated statement of operations was comprised of the following types of equity awards for
the years ended December 31 (in thousands):
RSUs
RSAs
Employee stock purchase plan
Total
2023
2022
2021
387,011 $
1,752
18,773
407,536 $
359,952 $
9,793
34,238
403,983 $
330,077
10,067
23,630
363,774
$
$
During the years ended December 31, 2023, 2022 and 2021, we capitalized $ 60.3 million, $46.3 million and $ 27.7 million, respectively, of stock-based
compensation expense as construction in progress in property, plant and equipment.
As of December 31, 2023, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures,
totaled $776.3 million which is expected to be recognized over a weighted-average period of 2.28 years.
14. Income Taxes
Income before income taxes is attributable to the following geographic locations for the years ended December 31, (in thousands):
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Domestic
Foreign
Income before income taxes
2023
2022
2021
$
$
278,470 $
845,760
1,124,230 $
334,486 $
494,883
829,369 $
137,492
471,460
608,952
The tax expenses for income taxes consisted of the following components for the years ended December 31, (in thousands):
Current:
Federal
State and local
Foreign
Subtotal
Deferred:
Federal
State and local
Foreign
Subtotal
Income tax expense
2023
2022
2021
$
$
299 $
(526)
(150,179)
(150,406)
(136)
196
(4,904)
(4,844)
(155,250) $
1,679 $
(892)
(83,210)
(82,423)
(16,284)
(5,024)
(21,061)
(42,369)
(124,792) $
7,753
(156)
(76,450)
(68,853)
11,060
(1,411)
(50,020)
(40,371)
(109,224)
State and foreign taxes not based on income are included in general and administrative expenses and the aggregate amounts were not significant for the
years ended December 31, 2023, 2022 and 2021.
Income tax benefit (expenses) for the years ended December 31, 2023 , 2022 and 2021 differed from the amounts computed by applying the U.S. federal
income tax rate of 21% to pre-tax income as a result of the following for the years ended December 31 (in thousands):
Federal tax at statutory rate
State and local tax expense
Deferred tax assets generated in current year not benefited
Foreign income tax rate differential
Non-deductible expenses
Stock-based compensation expense
Change in valuation allowance
Foreign financing activities
Uncertain tax positions reserve
Tax adjustments related to REIT
Change in deferred tax adjustments
Effect of tax rate change on deferred tax assets
Other, net
Total income tax expense
2023
2022
2021
$
$
(236,088) $
(331)
(33,810)
(13,634)
(6,470)
(8,981)
1,744
(3,642)
20,683
131,757
(2,572)
(1,872)
(2,034)
(155,250) $
(174,168) $
(5,916)
(39,196)
(12,379)
(5,995)
(8,321)
(19,793)
(5,519)
45,317
107,312
(239)
(3,126)
(2,769)
(124,792) $
(127,880)
(1,513)
(19,703)
(18,918)
(10,579)
(1,385)
(595)
(4,805)
50,059
39,164
(1,251)
(12,297)
479
(109,224)
Of the unrecognized tax benefits being realized in the years ended December 31, 2023, 2022 and 2021, approximately $ 1.6 million, $2.0 million and
$32.0 million, respectively, are related to the uncertain tax position inherited from the acquisition of Metronode in 2018. The uncertain tax position was covered
by an indemnification agreement with the seller. As such, the realization of the unrecognized tax benefit resulted in an impairment of the indemnification asset
for the same amount, which has been included in Other Income (Expense) on the Consolidated Statements of Operations for the years ended December 31,
2023, 2022 and 2021.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Our accounting policy is to treat any tax on Global Intangible Low-Taxed Income ("GILTI") inclusions as a current period cost included in the tax expense in
the year incurred. We believe the GILTI inclusion provision will result in no material financial statement impact provided we satisfy our REIT distribution
requirement with respect to the GILTI inclusions.
As a result of our conversion to a REIT effective January 1, 2015, it is no longer our intent to indefinitely reinvest undistributed foreign earnings. However, no
deferred tax liability has been recognized to account for this change because the expected recovery of the basis difference will not result in material U.S. taxes
in the post-REIT conversion periods due to the fact that the majority of our foreign subsidiaries are either QRSs or owned directly by our REIT and QRSs, and
the foreign withholding tax effect would be immaterial. We continue to assess the foreign withholding tax impact of our current policy and do not believe the
distribution of our foreign earnings would trigger any significant foreign withholding taxes, as the majority of the foreign jurisdictions where we operate do not
impose withholding taxes on dividend distributions to a corporate U.S. parent.
The types of temporary differences that give rise to significant portions of our deferred tax assets and liabilities are set out below as of December 31 (in
thousands):
Deferred tax assets:
Stock-based compensation expense
Net unrealized losses
Operating lease liabilities
Finance lease liabilities
Deferred revenue
Goodwill
Loss carryforwards and tax credits
Others, net
Gross deferred tax assets
Valuation allowance
Total deferred tax assets, net
Deferred tax liabilities:
Finance lease liabilities
Property, plant and equipment
Right-of-use assets
Deferred income
Goodwill
Intangible assets
Total deferred tax liabilities
Net deferred tax liabilities
2023
2022
$
9,073 $
10,843
220,745
14,591
16,625
—
232,471
6,600
510,948
(220,848)
290,100
—
(252,434)
(224,253)
(26,116)
(3,074)
(116,070)
(621,947)
(331,847) $
$
9,002
3,988
253,005
—
13,887
20,511
142,270
32,543
475,206
(166,594)
308,612
(8,033)
(221,343)
(256,837)
(28,314)
—
(132,816)
(647,343)
(338,731)
The tax basis of REIT assets, excluding investments in TRSs, is greater than the amounts reported for such assets in the accompanying consolidated
balance sheet by approximately $2.7 billion as of December 31, 2023.
Our accounting for deferred taxes involves weighing positive and negative evidence concerning the realizability of our deferred tax assets in each taxing
jurisdiction. After considering evidence such as the nature, frequency and severity of current and cumulative financial reporting losses, the sources of future
taxable income, taxable income in carryback years permitted by the tax laws and tax planning strategies, we concluded that valuation allowances were required
in certain jurisdictions. The operations in most of the jurisdictions for which a valuation allowance has been established have a history of significant losses as of
December 31, 2023. As such, we do not believe these operations have established a sustained history of profitability and that a valuation allowance is,
therefore,
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
necessary. We also provided a valuation allowance against certain gross deferred tax assets in certain taxing jurisdictions as these deferred tax assets are not
expected to be realizable in the foreseeable future.
Changes in the valuation allowance for deferred tax assets for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):
Beginning balance
Amounts from acquisitions
Amounts recognized into income
Current increase
Impact of foreign currency exchange
Ending balance
2023
2022
2021
166,594 $
10,459
(1,744)
44,002
1,537
220,848 $
100,746 $
13,458
22,905
36,513
(7,028)
166,594 $
82,344
964
595
19,539
(2,696)
100,746
$
$
Our net operating loss carryforwards for federal, state and foreign tax purposes which expire, if not utilized, at various intervals from 2024, are outlined
below (in thousands):
2024
2025 to 2027
2028 to 2030
2031 to 2033
2034 to 2036
2037 to 2039
Thereafter
Expiration Date
Federal
State
Foreign
(1) (2)
Total
$
$
819 $
2,457
—
—
2,441
2,886
248,941
257,544 $
24 $
—
—
667
324
2,618
89,574
93,207 $
9,736 $
34,463
40,604
9,845
20,286
19,177
624,744
758,855 $
10,579
36,920
40,604
10,512
23,051
24,681
963,259
1,109,606
(1)
(2)
In certain jurisdictions, the net operating loss carryforwards can only be used to offset a percentage of taxable income in a given year.
If certain substantial changes in the entity's ownership occur or have determined to have occurred, there may be a limitation on the amount of the carryforwards that can
be utilized.
As of December 31, 2023, we had tax credit carryforwards of $ 5.7 million, which expire, if not utilized, from 2024 to 2031. We also had capital losses of
$7.6 million, which can be carried forward indefinitely.
The beginning and ending balances of our unrecognized tax benefits are reconciled below for the years ended December 31 (in thousands):
Beginning balance
Gross increases related to prior year tax positions
Gross decreases related to prior year tax positions
Gross increases related to current year tax positions
Decreases resulting from expiration of statute of limitation
Decreases resulting from settlements
Ending balance
2023
2022
2021
89,237 $
2,989
(16,767)
4,395
(10,138)
—
69,716 $
148,300 $
1,401
(43,575)
7,004
(11,969)
(11,924)
89,237 $
207,759
4,547
(58,356)
10,000
(10,561)
(5,089)
148,300
$
$
We recognize interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. We
accrued $7.2 million, $6.5 million, and $13.6 million for interest and penalties as of December 31, 2023, 2022 and 2021, respectively.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The unrecognized tax benefits of $69.7 million as of December 31, 2023, if subsequently recognized, will affect our effective tax rate favorably at the time
when such a benefit is recognized.
Due to various tax years open for examination and the ongoing tax audits and inquiries by the tax authorities in different jurisdictions, it is reasonably
possible that the balance of unrecognized tax benefits could significantly increase or decrease over the next 12 months as we may be subject to either
examination by tax authorities, tax audit settlements, or a lapse in statute of limitations. We are currently unable to estimate the range of possible adjustments to
the balance of unrecognized tax benefits.
In general, our income tax returns for the years from 2020 through the current year remain open to examination by federal and state taxing authorities. In
addition, our tax years of 2005 through current year remain open and subject to examination by local tax authorities in certain foreign jurisdictions in which we
have major operations.
15. Commitments and Contingencies
Purchase Commitments
As a result of our various IBX data center expansion projects, as of December 31, 2023, we were contractually committed for approximately $ 2.0 billion of
unaccrued capital expenditures, primarily for IBX infrastructure equipment not yet delivered and labor not yet provided, in connection with the work necessary to
open these IBX data centers and make them available to our customers for installation. We also had numerous other, non-capital purchase commitments in
place as of December 31, 2023, such as commitments to purchase power in select locations through 2024 and thereafter, and other open purchase orders for
goods, or services to be delivered or provided during 2024 and thereafter. Such other miscellaneous purchase commitments totaled approximately $1.7 billion
as of December 31, 2023. For further information on our equity method investments contribution commitments and lease commitments, see Note 6 and Note
10, respectively, above.
Contingent Liabilities
We estimate our exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination.
With respect to real and personal property taxes, we record what we can reasonably estimate based on prior payment history, assessed value by the assessor's
office, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are
circumstances beyond our control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a
landlord selling the underlying property of one of our IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result,
our property tax obligations may vary from period to period. Based upon the most current facts and circumstances, we make the necessary property tax
accruals for each of our reporting periods. However, revisions in our estimates of the potential or actual liability could materially impact our financial position,
results of operations or cash flows.
Our indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. Although we believe that we have adequately
assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due
upon audit of our tax returns or as a result of further changes to the tax laws and interpretations thereof. For example, we are currently undergoing several
indirect tax audits and appealing a tentative assessment in Brazil. The final settlement of the audit and the outcomes of the appeal are uncertain and may not
be resolved in our favor. We regularly assess the likelihood of adverse outcomes resulting from these examinations and appeals that would affect the adequacy
of our tax accruals for each of the reporting periods. If any issues arising from the tax examinations and appeals are resolved in a manner inconsistent with our
expectations, the revision of the estimates of the potential or actual liabilities could materially impact our financial position, results of operations, or cash flows.
From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. Contingent liabilities are accrued
when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no
pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows.
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Employment Agreements
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We have entered into a severance agreement with certain of our executive officers that provides for a severance payment equal to 100% of the executive
officer's annual base salary and maximum bonus in the event his or her employment is terminated for any reason other than cause or he or she voluntarily
resigns under certain circumstances as described in the agreement, or 200% of the executive officer's annual base salary and maximum bonus in the event this
occurs after a change-in-control of our company. For certain other executive officers, these benefits are only triggered after a change-in-control of our company,
in which case the officer is entitled to 200% of the executive officer's annual base salary and maximum bonus. In addition, under these agreements, the
executive officer is entitled to the payment of his or her monthly health care premiums under the Consolidated Omnibus Budget Reconciliation Act for up to 24
months.
Indemnification and Guarantor Arrangements
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer
or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum
potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, in the event of a legal action,
we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair
value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of December 31, 2023.
We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we may agree to indemnify, hold
harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally a business partner or a customer, in
connection with matters such as any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our
offerings; a breach of confidentiality obligations and certain other contractual warranties; our gross negligence, willful misconduct, fraud, misrepresentation, or
violation of law; and/or if we cause tangible property damage, personal injury or death. The term of any such indemnification agreement is generally perpetual
after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is
unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the
event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a
result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of December 31, 2023.
We enter into arrangements with certain business partners, whereby the business partner agrees to provide services as a subcontractor for our
installations. Accordingly, we enter into standard indemnification agreements with our customers, whereby we indemnify them for certain acts, such as personal
property damage, by our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification
agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In
addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage
provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of
December 31, 2023.
We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX
data centers, whether or not within our control, could result in obligations to these customers. While we have purchased insurance that could limit our exposure,
our liability insurance may not be adequate to cover those expenses. In addition, any loss of service, equipment damage or inability to meet our service level
commitment obligations could reduce the confidence our customers have in us, and could consequently impair our ability to obtain and retain customers, which
would adversely affect both our ability to generate revenues and our operating results. We generally have the ability to determine such service level credits prior
to the associated revenue being recognized. We do not have significant liabilities in connection with service level credits as of December 31, 2023.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Concurrent with the closing of the EMEA 2 Joint Venture, the EMEA 2 Joint Venture entered into credit facility agreements with a group of lenders under
which it could borrow up to approximately $1.4 billion in total at the exchange rate in effect on December 31, 2023, with such facilities maturing in 2025 and
2026. In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with guarantees covering 20% of all payments of
principal and interest due and payable by the EMEA 2 Joint Venture under these credit facilities, up to a limit of $ 301.4 million in total at the exchange rate in
effect on December 31, 2023. As of December 31, 2023, the maximum potential amount of our future payments under these guarantees was approximately
$209.0 million, at the exchange rates in effect on that date. We and our co-investor entered into an ancillary agreement to allocate funding under the credit
facility agreement for use by our AMER 1 Joint Venture. As of December 31, 2023, $9.4 million of the guarantees related to AMER 1. Our estimated fair value of
these guarantees is minimal as the likelihood of making a payout under the guarantees is low.
16. Related Party Transactions
Joint Venture Related Party Transactions
We have lease arrangements and provide various services to the EMEA 1 Joint Venture and the VIE Joint Ventures (collectively, the "Joint Ventures")
through multiple agreements, including sales and marketing, development management, facilities management, and asset management. These transactions are
generally considered to have been negotiated at arm's length. The following table presents the revenues and expenses from these arrangements with the Joint
Ventures in our consolidated statements of operations (in thousands):
Related Party
EMEA 1 Joint Venture
EMEA 1 Joint Venture
(2)
VIE Joint Ventures
Nature of Transaction
Revenues
Expenses
Revenues
(1)
Years Ended December 31,
2022
2021
2023
$
28,962 $
16,900
106,665
39,065 $
7,686
40,284
42,387
8,303
28,320
(1)
(2)
Balances primarily consist of rent expenses for a 15-year sub-lease agreement with the EMEA 1 Joint Venture for a London data center.
Expenses from transactions with VIE Joint Ventures were insignificant for the years ended December 31, 2023, 2022 and 2021.
The following table presents the assets and liabilities from related party transactions with the Joint Ventures in our consolidated balance sheets (in
thousands):
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Table of Contents
Related Party
EMEA 1 Joint Venture
VIE Joint Ventures
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(2)
$
(1)
Balance Sheet
Accounts receivable, net
Other current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Other current liabilities
Finance lease liabilities
Operating lease liabilities
Other liabilities
(3)
Accounts receivable, net
Other current assets
(1)
Property, plant and equipment, net
(2)
Operating lease right-of-use assets
Other assets
(1)
Other current liabilities
Finance lease liabilities
Operating lease liabilities
As of December 31,
2023
2022
18,946 $
19,099
97,436
1,921
9,182
110,677
1,954
50,002
23,020
42,829
72,113
1,788
20,624
5,774
75,061
1,700
25,717
55,473
100,968
—
1,857
108,603
—
33,773
14,076
11,140
—
—
—
—
—
—
(1)
(2)
(3)
The balance primarily relates to contract assets and other receivables.
The balance relates to finance lease right-of-use assets.
The balance primarily relates to the obligation to pay for future construction for certain sites sold as a part of the EMEA 1 Joint Venture transaction.
We have also sold certain data center facilities to our Joint Ventures and recognized gains or losses on asset sales; for more information refer to Note 5
above.
Other Related Party Transactions
We have several significant stockholders and other related parties that are also customers and/or vendors. Our activity of other related party transactions
was as follows (in thousands):
Revenues
Costs and services
Accounts receivable, net
Accounts payable
17. Segment Information
2023
Years ended December 31,
2022
$
309,509 $
37,945
236,464 $
58,932
2021
140,947
5,337
As of December 31,
2023
2022
$
33,405 $
45
25,990
665
three
While we have one primary line of business, which is the design, build-out and operation of IBX data centers, we have determined that we have
reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Our chief operating decision-maker evaluates performance,
makes operating decisions and allocates resources based on our revenues and adjusted EBITDA, both on a consolidated basis and based on these three
reportable segments. Intercompany transactions between segments are excluded for management reporting purposes.
F-57
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following tables present revenue information disaggregated by product lines and geographic areas (in thousands):
(1)
Colocation
Interconnection
Managed infrastructure
Other
(1)
Recurring revenues
Non-recurring revenues
Total
(1)
Includes some leasing and hedging activities.
(1)
Colocation
Interconnection
Managed infrastructure
Other
(1)
Recurring revenues
Non-recurring revenues
Total
(1)
Includes some leasing and hedging activities.
(1)
Colocation
Interconnection
Managed infrastructure
Other
(1)
Recurring revenues
Non-recurring revenues
Total
(1)
Includes some leasing and hedging activities.
F-58
Americas
2,365,049 $
820,007
249,779
22,118
3,456,953
160,539
3,617,492 $
Americas
2,187,751 $
756,214
218,499
20,727
3,183,191
166,026
3,349,217 $
Americas
2,002,253 $
678,677
168,577
12,430
2,861,937
159,814
3,021,751 $
$
$
$
$
$
$
Year Ended December 31, 2023
Asia-Pacific
EMEA
2,112,168 $
307,337
130,061
98,591
2,648,157
189,697
2,837,854 $
1,288,844 $
266,966
71,833
11,978
1,639,621
93,169
1,732,790 $
Year Ended December 31, 2022
Asia-Pacific
EMEA
1,744,121 $
268,398
119,361
75,449
2,207,329
135,875
2,343,204 $
1,150,738 $
243,664
77,646
8,719
1,480,767
89,917
1,570,684 $
Year Ended December 31, 2021
Asia-Pacific
EMEA
1,597,830 $
259,538
124,937
19,626
2,001,931
153,285
2,155,216 $
1,042,131 $
223,287
87,343
3,856
1,356,617
101,953
1,458,570 $
Total
5,766,061
1,394,310
451,673
132,687
7,744,731
443,405
8,188,136
Total
5,082,610
1,268,276
415,506
104,895
6,871,287
391,818
7,263,105
Total
4,642,214
1,161,502
380,857
35,912
6,220,485
415,052
6,635,537
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Total revenues attributed to the U.S. were $ 3.1 billion, $2.9 billion and $2.6 billion for the year ended December 31, 2023, 2022, and 2021, respectively. For
the year ended December 31, 2023, we derived revenues of $821.9 million from the United Kingdom, which is the only country outside of the U.S. from which
we derived revenues that exceeded 10% of our total revenues. There was no country outside of the U.S. from which we derived revenues that exceeded 10% of
revenues for the years ended December 31, 2022 and 2021. No single customer accounted for 10% or greater of our accounts receivable or revenues for the
years ended December 31, 2023, 2022, and 2021.
We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt
extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs and
gain or loss on asset sales as presented below for the years ended December 31 (in thousands):
Adjusted EBITDA:
Americas
EMEA
Asia-Pacific
Total adjusted EBITDA
Depreciation, amortization and accretion expense
Stock-based compensation expense
Transaction costs
Gain (loss) on asset sales
Interest income
Interest expense
Other expense
Gain (loss) on debt extinguishment
Income before income taxes
2023
2022
2021
1,613,696 $
1,251,276
836,869
3,701,841
(1,843,665)
(407,536)
(12,412)
5,046
94,227
(402,022)
(11,214)
(35)
1,124,230 $
1,521,775 $
1,109,502
738,423
3,369,700
(1,739,374)
(403,983)
(21,839)
(3,976)
36,268
(356,337)
(51,417)
327
829,369 $
1,326,460
1,033,333
784,591
3,144,384
(1,660,524)
(363,774)
(22,769)
10,845
2,644
(336,082)
(50,647)
(115,125)
608,952
$
$
We also provide the following segment disclosures related to our operations as follows for the years ended December 31 (in thousands):
Depreciation and amortization:
Americas
EMEA
Asia-Pacific
Total
Capital expenditures:
Americas
EMEA
Asia-Pacific
Total
2023
2022
2021
$
$
$
$
1,000,976 $
499,888
344,274
1,845,138 $
931,357 $
458,156
346,695
1,736,208 $
1,626,953 $
717,471
436,594
2,781,018 $
1,139,309 $
750,569
388,126
2,278,004 $
865,910
455,651
334,729
1,656,290
970,217
1,049,279
732,016
2,751,512
F-59
Table of Contents
EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are located in the following geographic areas as
of December 31 (in thousands):
(1)
Americas
EMEA
Asia-Pacific
Total Property, plant and equipment, net
2023
8,610,354 $
6,321,164
3,669,315
18,600,833 $
2022
7,532,125
5,577,498
3,539,911
16,649,534
$
$
(1)
Includes $6.7 billion and $6.0 billion, respectively, of property, plant and equipment, net attributed to the U.S. as of December 31, 2023 and 2022.
(1)
Americas
EMEA
Asia-Pacific
Total Operating lease right-of-use assets
2023
2022
421,268 $
367,865
659,757
1,448,890 $
263,148
440,139
724,663
1,427,950
$
$
(1)
Includes $398.3 million and $244.7 million of operating lease ROU assets attributed to the U.S. as of December 31, 2023 and 2022, respectively.
18. Subsequent Events
Declaration of dividends
On February 14, 2024, we declared a quarterly cash dividend of $ 4.26 per share, which is payable on March 20, 2024 to our common stockholders of record
as of the close of business on February 28, 2024.
F-60
Table of Contents
Americas:
AT1 ATLANTA (METRO)
AT2 ATLANTA (METRO)
AT3 ATLANTA (METRO)
AT4 ATLANTA (METRO)
AT5 ATLANTA (METRO)
BG1 BOGOTÁ (METRO),
COLOMBIA
BG2 BOGOTÁ (METRO),
COLOMBIA
BO2 BOSTON (METRO)
CH1 CHICAGO (METRO)
CH2 CHICAGO (METRO)
CH3 CHICAGO (METRO)
CH4 CHICAGO (METRO)
CH7 CHICAGO (METRO)
CL1 CALGARY (METRO),
CANADA
CL2 CALGARY (METRO),
CANADA
CL3 CALGARY (METRO),
CANADA
CU1 CULPEPER (METRO)
CU2 CULPEPER (METRO)
CU3 CULPEPER (METRO)
CU4 CULPEPER (METRO)
DA1 DALLAS (METRO)
DA2 DALLAS (METRO)
DA3 DALLAS (METRO)
DA4 DALLAS (METRO)
DA6 DALLAS (METRO)
DA7 DALLAS (METRO)
DA9 DALLAS (METRO)
DA11 DALLAS (METRO)
INFOMART BUILDING DALLAS
(METRO)
DC1 WASHINGTON, DC
(METRO)
DC2 WASHINGTON, DC
(METRO)
DC3 WASHINGTON, DC
(METRO)
DC4 WASHINGTON, DC
(METRO)
EQUINIX, INC.
Schedule III - Schedule of Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
Initial Costs to Company
(1)
Costs Capitalized Subsequent
to Acquisition or Lease
Total Costs
Encumbrances
Land
Buildings and
Improvements
(2)
Land
Buildings and
Improvements
(2)
Buildings and
Improvements
(2)
Accumulated
Depreciation
(3)
Date of
Acquisition or
Lease
(4)
$—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$—
—
—
5,400
—
—
3,970
2,500
—
—
9,759
—
670
—
—
7,747
1,019
1,244
1,088
1,372
—
—
—
—
—
—
610
—
$—
—
—
20,209
5,011
8,779
—
30,383
—
—
—
—
10,564
11,572
14,145
69,334
37,581
48,000
37,387
27,832
—
—
—
—
20,522
—
15,398
—
$—
—
—
—
—
773
999
—
—
—
351
—
—
—
—
178
—
—
—
—
—
—
—
—
—
—
—
—
$300,175
38,430
4,246
31,444
1,257
8,396
46,369
38,773
113,488
65,322
352,661
147,771
10,299
5,838
6,655
59,905
6,879
14,135
15,879
37,810
71,277
83,289
99,240
17,125
193,753
32,192
7,676
290,066
Land
$—
—
—
5,400
—
773
4,969
2,500
—
—
10,110
—
670
—
—
7,925
1,019
1,244
1,088
1,372
—
—
—
—
—
—
610
—
$300,175
38,430
4,246
51,653
6,268
17,175
46,369
69,156
113,488
65,322
352,661
147,771
20,863
17,410
20,800
129,239
44,460
62,135
53,266
65,642
71,277
83,289
99,240
17,125
214,275
32,192
23,074
290,066
368,803
24,380
337,643
3,293
31,160
27,673
—
—
—
1,906
—
—
37,451
7,272
—
6,251
—
6,251
5,047
138,769
5,047
138,769
53,692
58,171
—
1,906
91,143
65,443
—
—
F-61
$(103,704)
(35,078)
(3,903)
(20,036)
(5,791)
(7,557)
(1,166)
(22,390)
(86,977)
(36,885)
(171,851)
(22,050)
(7,985)
(8,030)
(9,015)
(19,854)
(22,336)
(25,610)
(19,403)
(18,715)
(44,160)
(40,250)
(49,947)
(11,452)
(69,284)
(22,362)
(9,731)
(41,193)
(63,337)
(3,232)
(99,260)
(59,791)
(46,653)
2010
2010
2010
2017
2017
2017
2021
2017
1999
2005
2006
2009
2017
2020
2020
2020
2017
2017
2017
2017
2000
2010
2010
2010
2012
2015
2017
2018
2018
1999
1999
2004
2005
Table of Contents
DC5 WASHINGTON, DC
(METRO)
DC6 WASHINGTON, DC
(METRO)
DC7 WASHINGTON, DC
(METRO)
DC10 WASHINGTON, DC
(METRO)
DC11 WASHINGTON, DC
(METRO)
DC12 WASHINGTON, DC
(METRO)
DC13 WASHINGTON, DC
(METRO)
DC14 WASHINGTON, DC
(METRO)
DC15 WASHINGTON, DC
(METRO)
DC16 WASHINGTON, DC
(METRO)
DC21 WASHINGTON, DC
(METRO)
DC97 WASHINGTON, DC
(METRO)
DE1 DENVER (METRO)
DE2 DENVER (METRO)
HO1 HOUSTON (METRO)
KA1 KAMLOOPS (METRO),
CANADA
LA1 LOS ANGELES (METRO)
LA2 LOS ANGELES (METRO)
LA3 LOS ANGELES (METRO)
LA4 LOS ANGELES (METRO)
LA7 LOS ANGELES (METRO)
LM1 LIMA (METRO), PERU
MI1 MIAMI (METRO)
MI2 MIAMI (METRO)
MI3 MIAMI (METRO)
MI6 MIAMI (METRO)
MO1 MONTERREY (METRO),
MEXICO
MT1 MONTREAL (METRO),
CANADA
MT2 MONTREAL (METRO),
CANADA
MX1 MEXICO CITY (METRO),
MEXICO
MX2 MEXICO CITY (METRO),
MEXICO
NY1 NEW YORK (METRO)
NY2 NEW YORK (METRO)
NY3 NEW YORK (METRO)
NY4 NEW YORK (METRO)
NY5 NEW YORK (METRO)
NY6 NEW YORK (METRO)
NY7 NEW YORK (METRO)
(5)
Initial Costs to Company
(1)
Costs Capitalized Subsequent
to Acquisition or Lease
Total Costs
Encumbrances
Land
Buildings and
Improvements
(2)
Land
Buildings and
Improvements
(2)
Buildings and
Improvements
(2)
Accumulated
Depreciation
(3)
Date of
Acquisition or
Lease
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,429
1,429
—
—
1,429
—
5,500
2,560
1,965
—
1,507
—
—
5,240
1,440
2,929
—
—
—
19,333
7,800
4,589
18,920
—
—
4,750
—
—
2,800
1,090
1,090
—
—
—
—
—
—
—
4,983
5,082
—
44,601
5,082
101,783
25,423
33,511
—
—
—
2,021
—
23,053
23,780
46,983
—
—
34,727
137,630
33,621
8,835
127,194
—
—
23,017
2,572
76,932
58,183
53,980
16,061
—
—
—
—
—
—
24,660
1,964
195,790
188,680
1,429
193,762
68,574
94,331
18,463
72,000
83,608
35,100
16,591
212,445
195,152
1,977
9,923
35,233
34,618
30,301
112,152
10,697
20,125
86,651
56,961
3,239
162,245
22,690
35,120
11,124
Land
1,429
1,429
—
—
73,557
99,413
18,463
116,601
—
5,500
2,560
3,929
—
1,507
—
—
5,240
1,440
2,996
—
—
3,959
19,333
7,800
4,823
18,920
—
—
4,750
185,391
60,523
50,102
195,790
212,445
195,152
3,998
9,923
58,286
58,398
77,284
112,152
10,697
54,852
224,281
90,582
12,074
289,439
22,690
35,120
34,141
—
—
—
—
—
—
—
—
—
—
—
—
—
—
67
—
—
3,959
—
—
234
—
—
—
—
—
5,133
—
7,705
34,900
(19,783)
34,900
57,149
42,860
38,486
107,676
72,522
207,183
308,715
375,023
305,730
102,886
161,202
2,864
1,090
1,090
—
17,859
38,484
—
—
—
—
101,043
92,466
123,737
72,522
207,183
308,715
375,023
305,730
102,886
185,862
64
—
—
—
17,859
38,484
—
—
—
—
F-62
(50,275)
(63,053)
(15,775)
(101,303)
(88,673)
(57,719)
(24,532)
(18,339)
(33,908)
(669)
(23,809)
(2,102)
(9,081)
(22,774)
(22,169)
(12,121)
(83,432)
(9,962)
(45,021)
(121,418)
(25,110)
(1,121)
(102,259)
(17,194)
(24,445)
(16,025)
(2,509)
(25,952)
(7,932)
(18,016)
(8,347)
(52,516)
(139,796)
(5,840)
(231,647)
(129,148)
(28,463)
(144,791)
2005
2005
2010
2011
2005
2017
2017
2017
2018
2022
2019
2017
2010
2017
2017
2020
1999
2000
2005
2009
2017
2022
2017
2010
2012
2017
2020
2020
2022
2020
2020
1999
2000
2022
2006
2010
2010
2010
Initial Costs to Company
(1)
Costs Capitalized Subsequent to
Acquisition or Lease
Total Costs
(2)
Buildings and
Improvements
49,925
177,092
38,787
Accumulated
Depreciation
(3)
(43,174)
(36,482)
(22,754)
(4)
Date of
Acquisition or
Lease
2010
2017
2017
Table of Contents
NY9 NEW YORK (METRO)
NY11 NEW YORK (METRO)
NY13 NEW YORK (METRO)
OT1 OTTAWA (METRO),
CANADA
PH1 PHILADELPHIA (METRO)
RJ1 RIO DE JANEIRO (METRO),
BRAZIL
RJ2 RIO DE JANEIRO (METRO),
BRAZIL
SE2 SEATTLE (METRO)
SE3 SEATTLE (METRO)
SE4 SEATTLE (METRO)
SJ1 SAINT JOHN (METRO),
CANADA
SP1 SÃO PAULO (METRO),
BRAZIL
SP2 SÃO PAULO (METRO),
BRAZIL
SP3 SÃO PAULO (METRO),
BRAZIL
SP4 SÃO PAULO (METRO),
BRAZIL
ST1 SANTIAGO (METRO),
CHILE
ST2 SANTIAGO (METRO),
CHILE
ST3 SANTIAGO (METRO),
CHILE
ST4 SANTIAGO (METRO),
CHILE
SV1 SILICON VALLEY (METRO)
SV2 SILICON VALLEY (METRO)
SV3 SILICON VALLEY (METRO)
SV4 SILICON VALLEY (METRO)
SV5 SILICON VALLEY (METRO)
SV8 SILICON VALLEY (METRO)
SV10 SILICON VALLEY
(METRO)
SV11 SILICON VALLEY
(METRO)
SV12 SILICON VALLEY
(METRO)
SV14 SILICON VALLEY
(METRO)
SV15 SILICON VALLEY
(METRO)
SV16 SILICON VALLEY
(METRO)
SV17 SILICON VALLEY
(METRO)
TR1 TORONTO (METRO),
CANADA
TR2 TORONTO (METRO),
CANADA
TR4 TORONTO (METRO),
CANADA
TR5 MARKHAM (METRO),
CANADA
TR6 BRAMPTON (METRO),
CANADA
TR7 BRAMPTON (METRO),
CANADA
Encumbrances
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
—
—
8,300
36
—
—
1,356
—
—
—
3
—
3,300
1,071
7,320
—
—
—
—
15,545
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
—
2,050
—
1,549
—
—
—
—
—
4,000
159
—
—
7,222
—
2,029
2,029
1,467
78
—
—
—
—
6,238
—
(2)
Buildings and
Improvements
—
58,717
31,603
39,128
—
—
2,012
—
1,760
12,903
14,276
10,188
—
72,997
22,027
24,552
11,736
10,341
4,679
—
—
—
—
98,991
—
12,646
123,594
—
—
5,503
23,060
15,018
17,493
—
—
20,313
3,638
7,651
4,271
—
—
—
—
—
9,386
9,193
(2)
Buildings and
Improvements
49,925
118,375
7,184
6,073
45,035
23,444
110,811
31,288
101,101
75,887
2,579
32,079
60,520
147,465
110,177
10,392
18,151
6,485
3,388
149,163
158,306
77,613
111,181
107,793
157,710
98,625
Land
—
2,050
8,300
1,585
—
—
1,356
—
—
4,000
162
—
3,300
8,293
7,320
2,029
2,029
1,467
78
15,545
—
—
—
6,238
—
12,646
213,427
—
45,201
45,035
23,444
112,823
31,288
102,861
88,790
16,855
42,267
60,520
220,462
132,204
34,944
29,887
16,826
8,067
149,163
158,306
77,613
111,181
206,784
157,710
222,219
213,427
239,279
20,313
239,279
3,901
17,651
7,333
2,693
86,073
3,638
7,651
4,271
—
—
9,404
40,711
22,351
20,186
86,073
21,113
102,149
159,693
102,149
180,806
13,985
24,913
58,704
71,966
—
—
2,735
211
F-63
5,380
3,407
43,646
32,025
—
—
19,365
28,320
12,121
102,350
9,404
103,991
(9,742)
(26,000)
(20,011)
(32,331)
(27,823)
(76,313)
(18,910)
(3,748)
(26,170)
(43,359)
(74,396)
(38,213)
(3,845)
(1,719)
(2,732)
(1,008)
(108,305)
(111,696)
(47,217)
(36,131)
(108,994)
(54,403)
(65,680)
(17,874)
—
(4,359)
(18,586)
(10,206)
(17,480)
(39,499)
(47,009)
(11,831)
(13,134)
(12,486)
(25,620)
2020
2010
2011
2012
2010
2011
2017
2020
2011
2011
2017
2017
2022
2022
2022
2022
1999
2003
1999
2005
2010
2010
2017
2019
2015
2017
2017
2017
2017
2010
2015
2020
2020
2020
2020
Table of Contents
VA1 BURNABY (METRO),
CANADA
WI1 WINNIPEG (METRO),
CANADA
OTHERS
(6)
EMEA:
AB1 ABIDJAN (METRO), CÔTE
D'IVOIRE
AC1 ACCRA (METRO), GHANA
AD1 ABU DHABI (METRO),
UNITED ARAB EMIRATES
AM1 AMSTERDAM (METRO),
THE NETHERLANDS
AM2 AMSTERDAM (METRO),
THE NETHERLANDS
AM3 AMSTERDAM (METRO),
THE NETHERLANDS
AM4 AMSTERDAM (METRO),
THE NETHERLANDS
AM5 AMSTERDAM (METRO),
THE NETHERLANDS
AM6 AMSTERDAM (METRO),
THE NETHERLANDS
AM7 AMSTERDAM (METRO),
THE NETHERLANDS
AM8 AMSTERDAM (METRO),
THE NETHERLANDS
AM11 AMSTERDAM (METRO),
THE NETHERLANDS
BA1 BARCELONA (METRO),
SPAIN
BX1 BORDEAUX (METRO),
FRANCE
DB1 DUBLIN (METRO), IRELAND
DB2 DUBLIN (METRO), IRELAND
DB3 DUBLIN (METRO), IRELAND
DB4 DUBLIN (METRO), IRELAND
DU1 DÜSSELDORF (METRO),
GERMANY
DX1 DUBAI (METRO), UNITED
ARAB EMIRATES
DX2 DUBAI (METRO), UNITED
ARAB EMIRATES
DX3 DUBAI (METRO), UNITED
ARAB EMIRATES
EN1 ENSCHEDE (METRO), THE
NETHERLANDS
FR2 FRANKFURT (METRO),
GERMANY
Initial Costs to Company
(1)
Costs Capitalized Subsequent
to Acquisition or Lease
Total Costs
Encumbrances
Land
Buildings and
Improvements
(2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
94,931
29
129
—
—
—
—
—
—
6,616
—
—
—
—
1,912
—
—
3,334
—
—
—
—
6,738
—
—
4,668
57,234
50,135
1,182
798
—
—
—
27,099
—
92,199
50,876
7,397
—
6,405
9,443
3,507
—
12,460
54,387
26,875
—
—
—
—
—
—
Land
—
—
12,070
—
—
—
—
—
—
—
—
324
—
—
404
—
61
3,312
—
163
—
7,988
—
—
—
—
Buildings and
Improvements
(2)
6,611
7,330
132,175
3,345
6,944
76,046
93,561
85,209
132,018
218,587
15,868
108,782
155,382
12,782
13,374
28,508
88,524
27,125
14,020
26,437
20,818
35,766
95,856
699
61,501
37,849
Buildings and
Improvements
(2)
Accumulated
Depreciation
(3)
Date of
Acquisition or
Lease
(4)
(3,350)
(6,626)
2020
2020
(21,058)
Various
11,279
64,564
182,310
4,527
7,742
76,046
93,561
85,209
(542)
(1,251)
(27,113)
(57,800)
(39,568)
Land
—
—
107,001
29
129
—
—
—
—
—
—
159,117
(80,105)
218,587
(57,877)
108,067
(46,049)
6,940
159,658
(49,561)
—
—
404
—
1,973
3,312
—
3,497
—
7,988
—
—
6,738
—
162,779
(43,541)
12,782
19,779
37,951
92,031
27,125
26,480
80,824
47,693
35,766
95,856
699
61,501
37,849
(7,728)
(5,729)
(21,224)
(3,328)
(5,251)
(15,253)
(32,194)
(14,983)
(19,657)
(58,155)
(504)
(2,002)
(24,323)
2022
2022
2017
2008
2008
2011
2016
2016
2016
2016
2016
2019
2017
2020
2016
2016
2016
2016
2000
2008
2017
2020
2008
2007
20,208
589,421
20,208
589,421
(207,199)
F-64
Table of Contents
FR4 FRANKFURT (METRO),
GERMANY
FR5 FRANKFURT (METRO),
GERMANY
FR6 FRANKFURT (METRO),
GERMANY
FR7 FRANKFURT (METRO),
GERMANY
FR8 FRANKFURT (METRO),
GERMANY
FR13 FRANKFURT (METRO),
GERMANY
GN1 GENOA (METRO), ITALY
GV1 GENEVA (METRO),
SWITZERLAND
GV2 GENEVA (METRO),
SWITZERLAND
HE3 HELSINKI (METRO),
FINLAND
HE4 HELSINKI (METRO),
FINLAND
HE5 HELSINKI (METRO),
FINLAND
HE6 HELSINKI (METRO),
FINLAND
HE7 HELSINKI (METRO),
FINLAND
HH1 HAMBURG (METRO),
GERMANY
IL2 ISTANBUL (METRO),
TURKEY
LD3 LONDON (METRO), UNITED
KINGDOM
LD4 LONDON (METRO), UNITED
KINGDOM
LD5 LONDON (METRO), UNITED
KINGDOM
LD6 LONDON (METRO), UNITED
KINGDOM
LD7 LONDON (METRO), UNITED
KINGDOM
LD8 LONDON (METRO), UNITED
KINGDOM
LD9 LONDON (METRO), UNITED
KINGDOM
LD10 LONDON (METRO),
UNITED KINGDOM
LG1 & LG2 LAGOS (METRO),
NIGERIA
LS1 LISBON (METRO),
PORTUGAL
MA1 MANCHESTER (METRO),
UNITED KINGDOM
MA2 MANCHESTER (METRO),
UNITED KINGDOM
MA3 MANCHESTER (METRO),
UNITED KINGDOM
MA4 MANCHESTER (METRO),
UNITED KINGDOM
MA5 MANCHESTER (METRO),
UNITED KINGDOM
MD1 MADRID (METRO), SPAIN
MD2 MADRID (METRO), SPAIN
MD6 MADRID (METRO), SPAIN
ML2 MILAN (METRO), ITALY
Initial Costs to Company
(1)
Costs Capitalized Subsequent
to Acquisition or Lease
Total Costs
Buildings and
Improvements
(2)
Accumulated
Depreciation
(3)
Date of
Acquisition or
Lease
(4)
Encumbrances
Land
Buildings and
Improvements
(2)
—
11,578
9,307
30,310
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19,202
—
—
—
—
—
—
—
—
7,348
3,612
—
—
43,634
58,199
—
1,988
—
—
—
29,092
7,564
17,204
6,946
5,360
14,460
39,289
—
—
—
—
—
—
—
—
1,515
—
—
—
—
—
3,671
—
—
—
—
—
23,044
16,412
—
—
107,544
181,431
40,251
12,470
7,374
—
—
44,931
6,697
6,874
7,917
40,952
—
—
Land
567
Buildings and
Improvements
(2)
106,344
13,783
264,846
—
—
614
—
—
—
—
—
—
—
1,546
885
483
—
—
—
—
—
140,029
50,278
111,060
100,329
21,277
30,163
88,361
16,129
7,681
22,057
38,606
69,131
58,637
79,350
18,606
158,022
197,576
152,992
Land
12,145
13,783
—
—
115,651
264,846
140,029
93,912
(49,681)
(77,921)
(49,162)
(43,283)
19,816
169,259
(12,475)
—
—
—
—
—
—
—
1,546
8,233
4,095
100,329
23,265
30,163
88,361
16,129
36,773
29,621
55,810
76,077
63,997
(877)
(1,605)
(17,140)
(32,500)
(10,810)
(26,564)
(11,143)
(21,517)
(12,845)
(10,094)
14,460
118,639
(19,127)
—
—
—
—
18,606
(15,857)
181,066
(76,607)
213,988
(114,318)
152,992
(59,666)
2,196
295,562
58,670
222,837
2,196
295,562
(43,187)
58,670
330,381
(62,036)
218,696
131,954
55,638
33,169
19,480
9,719
22,738
10,250
119,014
9,439
101,937
43,536
27,127
—
—
3,021
3,412
—
—
—
—
3,871
—
—
—
—
400,127
(129,866)
172,205
(40,277)
68,108
40,543
19,480
9,719
67,669
16,947
125,888
17,356
142,889
43,536
27,127
(7,821)
(7,645)
(10,939)
(9,649)
(35,734)
(10,188)
(7,458)
(8,310)
(60,071)
(1,008)
(21,065)
—
—
1,506
3,412
—
—
—
—
200
—
—
—
—
F-65
2009
2012
2016
2016
2020
2021
2020
2004
2009
2016
2016
2016
2016
2018
2018
2017
2000
2007
2010
2013
2018
2016
2016
2017
2022
2017
2016
2016
2016
2016
2020
2017
2017
2022
2016
Table of Contents
ML3 MILAN (METRO), ITALY
ML5 MILAN (METRO), ITALY
MU1 MUNICH (METRO),
GERMANY
MU3 MUNICH (METRO),
GERMANY
MU4 MUNICH (METRO),
GERMANY
PA2 & PA3 PARIS (METRO),
FRANCE
PA4 PARIS (METRO), FRANCE
PA5 PARIS (METRO), FRANCE
PA6 PARIS (METRO), FRANCE
PA7 PARIS (METRO), FRANCE
PA10 PARIS (METRO), FRANCE
SK1 STOCKHOLM, (METRO),
SWEDEN
SK2 STOCKHOLM, (METRO),
SWEDEN
SK3 STOCKHOLM, (METRO),
SWEDEN
SO1 SOFIA (METRO),
BULGARIA
SO2 SOFIA (METRO),
BULGARIA
WA1 WARSAW (METRO),
POLAND
WA2 WARSAW (METRO),
POLAND
WA3 WARSAW (METRO),
POLAND
ZH2 ZURICH (METRO),
SWITZERLAND
ZH4 ZURICH (METRO),
SWITZERLAND
ZH5 ZURICH (METRO),
SWITZERLAND
ZW1 ZWOLLE (METRO), THE
NETHERLANDS
OTHERS
(5)
Asia-Pacific:
AE1 ADELAIDE (METRO),
AUSTRALIA
BR1 BRISBANE (METRO),
AUSTRALIA
CA1 CANBERRA (METRO),
AUSTRALIA
HK1 HONG KONG (METRO),
CHINA
HK2 HONG KONG (METRO),
CHINA
HK3 HONG KONG (METRO),
CHINA
HK4 HONG KONG (METRO),
CHINA
HK5 HONG KONG (METRO),
CHINA
KL1 KUALA LUMPUR (METRO),
MALAYSIA
MB1 MUMBAI (METRO), INDIA
MB2 MUMBAI (METRO), INDIA
ME1 MELBOURNE (METRO),
AUSTRALIA
(2)
Buildings and
Improvements
47,039
126,441
Accumulated
Depreciation
(3)
(18,657)
(10,275)
Date of
Acquisition or
Lease
2016
2019
(4)
11,763
123,585
Initial Costs to Company
(1)
Costs Capitalized Subsequent
to Acquisition or Lease
Total Costs
Encumbrances
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
—
6,479
—
—
(2)
Buildings and
Improvements
—
20,952
—
—
11,398
35,120
—
1,524
—
—
—
—
—
—
—
—
2,592
—
—
2,443
—
—
—
—
29,615
9,503
16,554
—
—
—
15,495
80,148
—
5,236
—
5,950
4,709
—
—
11,284
—
—
64,406
18,309
2,574
3,064
—
—
—
—
—
—
—
512
—
14,478
1,015
1,053
18,410
—
—
—
—
70,002
30,588
28,457
56,725
—
Land
3,507
207
—
—
365
22,899
49
—
—
—
—
—
3,511
—
—
84
—
—
270
—
—
(2)
Buildings and
Improvements
47,039
105,489
38,363
6,377
88,465
326,841
242,442
11,485
93,400
30,314
162,823
77,043
75,262
27,118
4,752
27,614
27,308
11,259
68,207
6,284
54,608
Land
3,507
6,686
—
—
22,899
1,573
—
—
—
—
—
3,511
—
—
2,676
—
—
2,713
—
—
38,363
6,377
356,456
251,945
28,039
93,400
30,314
162,823
92,538
(21,912)
(3,749)
(7,936)
(157,346)
(107,282)
(11,524)
(46,526)
(18,779)
(6,411)
(19,589)
155,410
(53,495)
27,118
9,988
27,614
33,258
15,968
68,207
6,284
65,892
(9,757)
(4,596)
(4,076)
(15,725)
(8,208)
(8,970)
(5,080)
(37,531)
8,751
269,301
—
254,745
10,991
284,940
8,751
269,301
(58,900)
—
319,151
10,991
303,249
(9,862)
(34,247)
2,892
3,915
7,243
329,339
245,163
187,505
98,536
44,430
6,653
4,353
2,590
95,733
2,575
3,065
—
—
—
—
—
—
—
512
—
14,482
3,907
4,968
25,653
(1,381)
(1,463)
(5,349)
329,339
(142,380)
245,163
(197,192)
187,505
(112,150)
98,536
(43,765)
114,432
(40,179)
37,241
32,810
59,315
95,733
(340)
(6,121)
(11,037)
(37,498)
1
1
—
—
—
—
—
—
—
—
—
4
F-66
2007
2010
2020
2007
2011
2016
2016
2016
2021
2016
2016
2016
2016
2017
2016
2016
2017
2002
2009
2009
2008
Various
2018
2018
2018
2003
2010
2012
2012
2017
2023
2021
2021
2013
Table of Contents
ME2 MELBOURNE (METRO),
AUSTRALIA
ME4 MELBOURNE (METRO),
AUSTRALIA
ME5 MELBOURNE (METRO),
AUSTRALIA
OS1 OSAKA (METRO),
JAPAN
OS3 OSAKA (METRO),
JAPAN
PE1 PERTH (METRO),
AUSTRALIA
PE2 PERTH (METRO),
AUSTRALIA
PE3 PERTH (METRO),
AUSTRALIA
SG1 SINGAPORE (METRO)
SG2 SINGAPORE (METRO)
SG3 SINGAPORE (METRO)
SG4 SINGAPORE (METRO)
SG5 SINGAPORE (METRO)
SH2 SHANGHAI (METRO),
CHINA
SH3 SHANGHAI (METRO),
CHINA
SH5 SHANGHAI (METRO),
CHINA
SH6 SHANGHAI (METRO),
CHINA
SL1 SEOUL (METRO),
SOUTH KOREA
SY1 SYDNEY (METRO),
AUSTRALIA
SY2 SYDNEY (METRO),
AUSTRALIA
SY3 SYDNEY (METRO),
AUSTRALIA
SY4 SYDNEY (METRO),
AUSTRALIA
SY5 SYDNEY (METRO),
AUSTRALIA
SY6 SYDNEY (METRO),
AUSTRALIA
SY7 SYDNEY (METRO),
AUSTRALIA
TY1 TOKYO (METRO),
JAPAN
TY2 TOKYO (METRO),
JAPAN
TY3 TOKYO (METRO),
JAPAN
TY4 TOKYO (METRO),
JAPAN
TY5 TOKYO (METRO),
JAPAN
TY6 TOKYO (METRO),
JAPAN
TY7 TOKYO (METRO),
JAPAN
TY8 TOKYO (METRO),
JAPAN
TY9 TOKYO (METRO),
JAPAN
TY10 TOKYO (METRO),
JAPAN
TY11 TOKYO (METRO),
JAPAN
OTHERS
TOTAL LOCATIONS
(5)
Initial Costs to Company
(1)
Costs Capitalized Subsequent to
Acquisition or Lease
Total Costs
Encumbrances
Land
Buildings and
Improvements
(2)
Land
Buildings and
Improvements
(2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,322
6,455
—
—
1,307
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
79,613
8,593
2,662
—
—
—
—
—
—
—
—
—
—
—
—
84,175
4,094
14,876
—
1,337
16,327
—
—
—
34,844
54,602
—
—
7,066
11,284
16,545
29,236
—
3,080
8,712
—
—
64,197
47,350
—
—
—
—
102
37,941
13,175
53,848
106,710
69,881
22,099
—
$30,310
—
$627,881
1,733
$4,725,540
—
2
2
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
80,708
—
—
—
24
2
1
—
—
—
—
—
—
—
—
—
—
130,431
11,536
6,672
88,568
203,479
2,644
17,021
58,853
315,051
354,690
253,945
165,637
355,955
7,849
14,582
23,821
34,795
37,118
39,254
26,599
145,023
179,656
344,617
44,930
5,364
31,286
98,184
62,391
68,468
55,792
11,491
9,083
10,201
2,494
4,032
—
36,741
$790,465
231,397
198,795
$20,469,963
F-67
Land
—
3,324
6,457
—
—
1,308
—
—
—
—
—
—
—
—
—
—
—
—
80,708
—
—
—
Buildings and
Improvements
(2)
Accumulated
Depreciation
(3)
130,431
(17,128)
95,711
10,766
(34,714)
(4,051)
103,444
(49,447)
203,479
(32,011)
3,981
33,348
58,853
315,051
354,690
288,789
220,239
355,955
7,849
21,648
35,105
51,340
66,354
39,254
29,679
(963)
(12,479)
(7,832)
(161,423)
(262,338)
(103,538)
(46,728)
(40,381)
(5,071)
(8,818)
(20,132)
(11,699)
(26,027)
(25,974)
(24,002)
153,735
(100,107)
179,656
(77,977)
79,637
344,617
(35,764)
8,595
2,663
—
—
—
—
—
—
—
—
—
—
—
109,127
(20,257)
52,714
31,286
98,184
62,391
68,468
55,894
49,432
22,258
64,049
(13,174)
(20,952)
(56,440)
(41,277)
(38,121)
(23,841)
(40,194)
(16,384)
(32,423)
109,204
(82,091)
73,913
(31,882)
253,496
(38,156)
Date of
Acquisition or
Lease
(4)
2018
2018
2018
2013
2020
2018
2018
2020
2003
2008
2013
2019
2019
2012
2012
2012
2017
2019
2003
2008
2010
2014
2018
2018
2018
2000
2006
2010
2012
2014
2015
2015
2015
2015
2015
2018
36,741
$1,418,346
200,528
$25,195,503
(19,667)
$(9,088,642)
Various
Table of Contents
(1)
(2)
(3)
(4)
(5)
(6)
The initial cost was $0 if the lease of the respective IBX was classified as an operating lease.
Building and improvements include all fixed assets except for land.
Buildings and improvements are depreciated on a straight-line basis over estimated useful live as described under described in Note 1 within the Consolidated Financial
Statements.
Date of lease or acquisition represents the date we leased the facility or acquired the facility through purchase or acquisition.
Costs capitalized subsequent to acquisition or lease include impact of allocations between land and buildings and improvements following the purchase of previously
leased assets.
Includes various IBXs that are under initial development and costs incurred at certain central locations supporting various IBX functions.
The aggregate gross cost of our properties for federal income tax purpose approximated $ 32.9 billion (unaudited) as of December 31, 2023.
The following table reconciles the historical cost of our properties for financial reporting purposes for each of the years ended December 31, 2023, 2022 and
2021 (in thousands):
Gross Fixed Assets:
Balance, beginning of period
Additions (including acquisitions and improvements)
Disposals
Foreign currency transaction adjustments and others
Balance, end of year
Accumulated Depreciation:
Balance, beginning of period
Additions (depreciation expense)
Disposals
Foreign currency transaction adjustments and others
Balance, end of year
2023
23,803,355 $
3,117,154
(589,130)
282,470
26,613,849 $
2022
21,906,055 $
3,250,576
(543,545)
(809,731)
23,803,355 $
2021
20,161,785
2,977,992
(648,516)
(585,206)
21,906,055
2023
(8,094,898) $
(1,317,353)
413,154
(89,545)
(9,088,642) $
2022
(7,274,860) $
(1,268,177)
230,268
217,871
(8,094,898) $
2021
(6,399,477)
(1,224,874)
149,231
200,260
(7,274,860)
$
$
$
$
F-68
Exhibit 4.38
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our restated certificate of incorporation, as amended (the “Restated Certificate of Incorporation”), our
bylaws, as amended (the “Bylaws”), and applicable provisions of law. We have summarized certain portions of the Restated Certificate of Incorporation and Bylaws below. The
summary is not complete. The Restated Certificate of Incorporation and Bylaws are incorporated by reference as exhibits 3.1 and 3.6, respectively, to our Annual Report on
Form 10-K. You should read the Restated Certificate of Incorporation and Bylaws for the provisions that are important to you.
Certain provisions of the Delaware General Corporation Law (the “DGCL”), the Restated Certificate of Incorporation and Bylaws summarized in the following
paragraphs may have an anti-takeover effect. This may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interests, including
those attempts that might result in a premium over the market price for the shares held by such stockholder.
Authorized Capital Stock
Under our Restated Certificate of Incorporation, our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 100,000,000
shares of preferred stock, $0.001 par value per share of which 25,000,000 is designated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. At
December 31, 2023, there were issued and outstanding:
•
•
•
•
94,479,277 shares of our common stock (not counting shares held in treasury);
restricted stock units covering an aggregate of 1,551,597 shares of our common stock;
zero restricted stock awards; and
zero shares of our preferred stock.
Common Stock
The holders of our common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to preferences that may be applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors
out of funds legally available for the payment of dividends. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of Equinix, the holders
of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of our common stock are fully paid and nonassessable.
Our common stock is listed on the Nasdaq Global Select Market under the symbol “EQIX.”
Preferred Stock
Preferred stock may be issued from time to time in one or more series, each of which is to have the voting powers, designation, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in our Restated Certificate of Incorporation, or in a resolution or
resolutions providing for the issue of that series adopted by our board of directors.
Our board of directors has the authority, without stockholder approval, to create one or more series of preferred stock and, with respect to each series, to fix or alter as permitted
by law, among other things, the number of shares of the series and the designation thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of
any redemption, redemption price or prices and liquidation preferences.
The preferred stock will be issued under a certificate of designations relating to each series of preferred stock and is also subject to our Restated Certificate of Incorporation.
Restrictions on Ownership and Transfer
To facilitate compliance with the ownership limitations applicable to a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the
“Code”), our Restated Certificate of Incorporation contains restrictions on the ownership and transfer of our capital stock.
These ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our common stock or that our
stockholders might otherwise deem to be in their best interests.
For us to qualify for taxation as a REIT under the Code, our capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12
months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or
indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as (private foundations) during the last half of a taxable year. To facilitate
compliance with these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a
concentration of ownership among our stockholders, our Restated Certificate of Incorporation contains provisions restricting the ownership or transfer of shares of capital stock.
The relevant sections of our Restated Certificate of Incorporation provide that, subject to the exceptions and the constructive ownership rules described below, no person (as
defined in our Restated Certificate of Incorporation) may beneficially or constructively own more than 9.8% in value of the aggregate of outstanding shares of capital stock,
including common stock and preferred stock, or more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of capital
stock. We refer to these restrictions as the “ownership limits.”
The applicable constructive ownership rules under the Code are complex and may cause capital stock owned actually or constructively by an individual or entity to be treated as
owned by another individual or entity. As a result, the acquisition of less than 9.8% in value of outstanding capital stock or less than 9.8% in value or number of outstanding
shares of any class or series of capital stock (including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of capital stock)
by an individual or entity could nevertheless cause that individual or entity, or another individual or entity, to own, constructively or beneficially, in excess of 9.8% in value of
outstanding capital stock or 9.8% in value or number of outstanding shares of any class or series of capital stock.
In addition to the ownership limits, our Restated Certificate of Incorporation prohibits any person from actually or constructively owning shares of capital stock to the extent
that such ownership would cause any of our income that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as
such.
Our board of directors has in the past granted ownership limitation waivers and may, in its sole discretion, in the future grant such a waiver to a person exempting them from the
ownership limits and certain other REIT limits on ownership and transfer of capital stock described above, and may establish a different limit on ownership for any such person.
However, our board of directors may not exempt any person whose ownership of outstanding capital stock in violation of these limits would result in our failing to qualify as a
REIT. In order to be considered by our board of directors for an ownership limitation waiver or a different limit on ownership, a person must make such representations and
undertakings as are reasonably necessary to ascertain that such person’s beneficial or constructive ownership of capital stock will not now or in the future jeopardize our ability
to qualify as a REIT under the Code and must generally agree that any violation or attempted violation of such representations or undertakings (or other action that is contrary to
the ownership limits and certain other REIT limits on ownership and transfer of capital stock described above) will result in the shares of capital stock being automatically
transferred to a trust as described below. As a condition of its waiver, our board of directors may require an opinion of counsel or Internal Revenue Service ruling satisfactory to
our board of directors with respect to our qualification as a REIT and may impose such other conditions as it deems appropriate in connection with the granting of the waiver or
a different limit on ownership.
In connection with the waiver of the ownership limits or at any other time, our board of directors may from time to time increase the ownership limits for one or more persons
and decrease the ownership limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions stated
in our Restated Certificate of Incorporation, result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership
interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose percentage ownership of total shares of capital stock or of
the shares of a class or series of capital stock, as applicable, is in excess of such decreased ownership limits until such time as such person’s percentage of total shares of capital
stock or of the shares of a class or series of capital stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of capital stock in excess
of such percentage will be in violation of the ownership limits.
Our Restated Certificate of Incorporation further prohibits:
•
•
any person from transferring shares of capital stock if such transfer would result in shares of capital stock being beneficially owned by fewer than 100 persons
(determined without reference to any rules of attribution); and
any person from beneficially or constructively owning shares of capital stock if such ownership would result in our failing to qualify as a REIT.
The foregoing provisions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to
continue to qualify, as a REIT.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of capital stock that will or may violate the ownership limits or any of
the other foregoing restrictions on transferability and ownership will be required to give notice to us immediately (or, in the case of a proposed or attempted transaction, at least
15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a
REIT.
Pursuant to our Restated Certificate of Incorporation, if there is any purported transfer of our capital stock or other event or change of circumstances that, if effective or
otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically
transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our capital
stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or effect. The automatic transfer will be effective as of the close of
business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. We refer below to the
person that would have owned the shares if they had not been transferred to the trust as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to
our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to a trustee designated in accordance with the Restated Certificate
of Incorporation upon demand. Our
Restated Certificate of Incorporation also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the purported
transferee and the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in
our Restated Certificate of Incorporation, then the transfer of the excess shares will be automatically void and of no force or effect.
Shares of our capital stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to the lesser of (i) the price per share in the
transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in
trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event and (ii) the market price on the date we accept, or our designee
accepts, such offer. We have the right to accept such offer until the trustee has sold the shares of our capital stock held in the trust pursuant to the clauses described below. Upon
a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported transferee, except
that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee prior to our
discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds and
extraordinary dividends in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary, and any ordinary dividends held by
the trustee with respect to such capital stock will be promptly paid to the charitable beneficiary.
If we do not buy the shares, the trustee must, as soon as reasonably practicable (and, if the shares are listed on a national securities exchange, within 20 days) after receiving
notice from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a
sale, the trustee must distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported
transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the
market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received
by the trustee for the shares. The trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported
transferee before our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales
proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any ordinary dividends held by the
trustee with respect to such capital stock. In addition, if prior to discovery by us that shares of our capital stock have been transferred to a trust, such shares of capital stock are
sold by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or
in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described above, such excess amount shall be paid to the trustee upon
demand. The purported transferee has no rights in the shares held by the trustee.
The trustee will be indemnified by us or from the proceeds of sales of capital stock in the trust for its costs and expenses reasonably incurred in connection with conducting its
duties and satisfying its obligations under our Restated Certificate of Incorporation. The trustee will also be entitled to reasonable compensation for services provided as
determined by agreement between the trustee and the board of directors, which compensation may be funded by us or the trust. If we pay any such indemnification or
compensation, we are entitled on a first priority basis (subject to the trustee’s indemnification and compensation rights) to be reimbursed from the trust. To the extent the trust
funds any such indemnification and compensation, the amounts available for payment to a purported transferee (or the charitable beneficiary) would be reduced.
The trustee will be designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in
trust for the beneficiary, all
distributions paid by us with respect to the shares, and may also exercise all voting rights with respect to the shares.
Subject to the DGCL, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the trustee’s sole discretion:
•
•
to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and
to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.
However, if we have already taken corporate action, then the trustee may not rescind and recast the vote.
In addition, if the board of directors determines that a proposed or purported transfer would violate the restrictions on ownership and transfer of our capital stock set forth in our
Restated Certificate of Incorporation, the board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not
limited to, causing us to repurchase shares of our capital stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.
From time to time, at our request, every person that is an owner of 5% or more (or such lower percentage as required by the Code or the Treasury regulations thereunder) of the
outstanding shares of any class or series of our capital stock, must provide us written notice of its name and address, the number of shares of each class and series of our capital
stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner must also provide us with such additional information as
we may request in order to determine the effect, if any, of such owner’s beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits.
In addition, each beneficial owner or constructive owner of our capital stock, and any person (including the stockholder of record) who is holding shares of our capital stock for
a beneficial owner or constructive owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our
qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.
Anti-Takeover Effects of Provisions of Our Restated Certificate of Incorporation, Bylaws and Delaware law
Provisions of our Restated Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our
management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be
in their best interests. Therefore, these provisions could adversely affect the price of our common stock.
Among other things, our Restated Certificate of Incorporation and Bylaws:
•
•
•
•
•
permit our board of directors to issue up to 100,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
provide that, subject to the terms of any series of preferred stock, the authorized number of directors may be changed only by resolution of the board of directors;
provide that, subject to the terms of any series of preferred stock, all vacancies, including newly created directorships, may, except as otherwise required by law, be
filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and indemnify
our directors and officers to the fullest extent permitted by the DGCL;
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders
must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
•
•
•
•
•
do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to
elect all of the directors standing for election, if they should so choose;
provide that, subject to exceptions, certain waivers we may grant and constructive ownership rules, no person may own, or be deemed to own by virtue of the attribution
provisions of the Code, in excess of (i) 9.8% in value of the outstanding shares of all classes or series of Equinix stock or (ii) 9.8% in value or number (whichever is more
restrictive) of the outstanding shares of any class or series of Equinix stock (as described above in “Restrictions on Ownership and Transfer”);
provide that our Bylaws can be amended or repealed at any regular or special meeting of stockholders or by the board of directors;
permit stockholders to act by written consent so long as stockholders holding at least 25% of the voting power of the outstanding capital stock request that the board of
directors set a record date for the action by written consent, and in connection with such a request for the establishment of a record date, provide certain information,
make certain representations and comply with certain requirements relating to the proposed action and their ownership of our stock; and
provide that special meetings of our stockholders may be called in limited circumstances. Special meetings of stockholders may be called by our board of directors or the
chairman of the board of directors, the President or the Secretary and may not be called by any other person. A special meeting of stockholders shall be called by our
Secretary at the written request of holders of record of at least 25% of the voting power of our outstanding capital stock entitled to vote on the matters to be brought
before the proposed special meeting.
Delaware Takeover Statute. We are subject to Section 203 of the DGCL, which regulates corporate acquisitions. DGCL Section 203 restricts the ability of certain Delaware
corporations, including those whose securities are listed on the Nasdaq Global Select Market, from engaging under certain circumstances in a business combination with any
interested stockholder for three years following the date that such stockholder became an interested stockholder. For purposes of DGCL Section 203, a business combination
includes, among other things, a merger or consolidation involving us and the interested stockholder and the sale of 10% or more of our assets. In general, DGCL Section 203
defines an interested stockholder as any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling
or controlled by such entity or person. A Delaware corporation may opt out of DGCL Section 203 with an express provision in its original certificate of incorporation or an
express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting
shares. We have not opted out of the provisions of DGCL Section 203 in our Restated Certificate of Incorporation or Bylaws.
Forum Selection
Our bylaws include a forum selection provision providing that, unless the Company consents in writing, a state court located in the State of Delaware (or, if no state court
located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any stockholder to bring any
derivative action, any action asserting a claim of breach of fiduciary duties, any action asserting a claim arising from a provision of the Delaware General Corporation Law or
the certificate of incorporation or our bylaws or any action asserting a claim governed by the internal affairs doctrine. There is uncertainty as to whether a court would enforce
this provision with respect to claims brought to enforce any duty or liability under the Securities Act and our stockholders cannot waive compliance with the federal securities
laws and the rules and regulations thereunder.
Transfer Agent and Registrar
The transfer agent and registrar for the shares of our common stock is Computershare Trust Company, N.A.
DESCRIPTION OF 0.250% SENIOR NOTES DUE 2027 AND 1.000% SENIOR NOTES DUE 2033
The following description of the 0.250% Senior Notes due 2027 (the “2027 Euro Notes”) and 1.000% Senior Notes due 2033 (the “2033 Euro Notes” and, together with the
2027 Euro Notes, the “Notes”) is a summary and does not purport to be complete. The Notes are subject to and qualified in their entirety by reference to the indenture, dated as
of December 12, 2017 (the “2017 Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank
National Association (“U.S. Bank”), as Trustee, as supplemented in the case of the 2027 Euro Notes, by the Fourteenth Supplemental Indenture, dated as of March 10, 2021, by
and between the Company, U.S. Bank, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, and the 2033 Euro Notes, by the Fifteenth Supplemental
Indenture (together with the 2017 Base Indenture, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, the “Indentures”), dated as of March 10,
2021, by and between the Company, U.S. Bank, as Trustee, and Elavon Financial Services DAC, UK Branch, as Paying Agent, which are incorporated by reference as exhibits
to the Form 10-K of which this Exhibit 4.25 is a part. As of December 31, 2023, €500,000,000 aggregate principal amount of the 2027 Euro Notes was outstanding and
€600,000,000 aggregate principal amount of 2033 Euro Notes was outstanding.
You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” Unless otherwise defined herein, capitalized terms used herein
shall have the meanings given to them in the Indentures In this description, the references to “Equinix,” “we,” “us” or “our” refer only to Equinix, Inc. (and not to any of its
affiliates, including Subsidiaries, as defined below).
The 2027 Euro Notes were initially issued in an aggregate principal amount of €500,000,000. The 2033 Euro Notes were initially issued in an aggregate principal amount of
€600,000,000. The Notes are senior unsecured obligations and rank equally with our other unsecured and unsubordinated debt from time to time outstanding. The Notes were
issued in minimum denominations of €100,000 and multiples of €1,000 thereafter.
The Notes are each traded on the Nasdaq Bond Exchange. We may, without the consent of the holders of the Notes, issue additional Notes having the same ranking, interest
rate, maturity and other terms as the Notes previously issued. Any additional Notes having such similar terms, together with the Notes previously issued, will constitute a single
series of Notes under the Indentures. Further, any additional Notes shall be issued under a separate CUSIP or ISIN number unless the additional Notes are issued pursuant to a
“qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with no more than a de
minimis amount of original issue discount, in each case for U.S. federal income tax purposes.
The 2027 Euro Notes will mature on March 15, 2027. Accrued and unpaid interest on the 2027 Euro Notes is payable in euro annually in arrears on March 15 of each year,
which we refer to as the “interest payment date,” beginning on March 15, 2022 to the persons in whose names the 2027 Euro Notes are registered at the close of business on the
preceding March 1, which we refer to as the “record date.” Interest on the 2027 Euro Notes has accrued from March 10, 2021.
The 2033 Euro Notes will mature on March 15, 2033. Accrued and unpaid interest on the 2033 Euro Notes is payable in euro annually in arrears on March 15 of each year,
which we refer to as the “interest payment date,” beginning on March 15, 2022 to the persons in whose names the 2033 Euro Notes are registered at the close of business on the
preceding March 1, which we refer to as the “record date.” Interest on the 2033 Euro Notes has accrued from March 10, 2021.
Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and
including the last date on which interest was paid on the Notes (or March 10, 2021, if no interest has been paid on the Notes), to but excluding the next scheduled interest
payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Any payment required to be made on any day that is not a Business Day will be made on the next Business Day as if made on the date that the payment was due and no interest
will accrue on that payment for the period from the original payment date to the date of that payment on the next Business Day.
We will pay principal, interest, premium, if any, and additional amounts, if any, on the Notes in euro and at the office or agency maintained for that purpose, which initially will
be the office of the Paying Agent located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom. We will register the transfer of the Notes and exchange
the Notes at our office or agency maintained for that purpose, which initially will be the Corporate Trust Office of the Trustee. We have initially appointed Elavon Financial
Services DAC, UK Branch to act as Paying Agent and Elavon Financial Services DAC to act as Registrar in connection with the Notes. We may change the Paying Agent and
registrar without prior notice to the Holders of the Notes, and we or any of our subsidiaries may act as Paying Agent and registrar. We may elect that payment of interest on
Notes be made by wire transfer or by check mailed to the address of the appropriate person as it appears on the security register. So long as the registered owner of the Notes is a
common depositary of Euroclear and Clearstream or their nominee, payment of principal and interest shall be made in accordance with the requirements of Euroclear and
Clearstream. No service charge will be made for any transfer or exchange of Notes, but we may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
The Notes are our senior unsecured obligations and rank equally in right of payment with all our existing and future senior unsecured debt. The Notes are effectively junior to
all of our existing and future secured indebtedness to the extent of the assets securing such indebtedness. Our subsidiaries are not guarantors of the Notes. Accordingly, the
Notes are effectively subordinated to all of our existing and future indebtedness and other obligations (including trade payables) of our subsidiaries.
The Notes are not subject to a sinking fund.
Transfer and Exchange
A Holder may transfer or exchange Notes in accordance with the Indentures. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and we may require a Holder to pay any taxes and fees required by law or permitted by the Indentures. We are not required to transfer or
exchange any Note selected for redemption or tendered for repurchase, except for the unredeemed portion of any Note being redeemed in part that is equal to €100,000 or a
multiple of €1,000 in excess thereof. Also, we are not required to issue, register the transfer of or exchange any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the next succeeding interest payment date.
Optional Redemption
We may redeem at our election, at any time or from time to time, some or all of the Notes of any series before they mature. The redemption price will equal the sum of (1) an
amount equal to one hundred percent (100%) of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date
(subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium.
Notwithstanding the foregoing, if the 2027 Euro Notes are redeemed on or after January 15, 2027 (two (2) months prior to the maturity date of the 2027 Euro Notes) or the 2033
Euro Notes are redeemed on or after December 15, 2032 (three (3) months prior to the maturity date of the 2033 Euro Notes) (each such date with respect to the applicable
series of Notes, the “First Par Call Date”), in each case, the redemption price will not include a make-whole premium for the applicable Notes.
We will calculate the make-whole premium with respect to any Notes redeemed before the applicable First Par Call Date, as the excess, if any, of:
(1) the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued
to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on the applicable First Par Call Date, in each case determined
by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 15
basis points in the case of the 2027 Euro Notes and 25 basis points in the case of the 2033 Euro Notes; over
(2) the principal amount of such note.
Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.
Selection and Notice of Redemption
In the event that we choose to redeem less than all of an applicable series of the Notes, selection of the Notes for redemption will be made by the Trustee:
(1) by a method that complies with the requirements, as certified to the Trustee by us, of the principal securities exchange, if any, on which such Notes are listed at such
time, and in compliance with the requirements of the relevant clearing system; provided that if such Notes are represented by one or more global notes, beneficial interests in
such Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(2) if such Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and such Notes are not held through a clearing
system or the clearing system prescribes no method of selection, by lot.
No Notes of a principal amount of €100,000 or less shall be redeemed in part. We will also comply with any other requirements of the securities exchange, if any, on which the
Notes are listed at such time. Notice of redemption will be mailed by first-class mail at least 15 but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at its registered address (or, in the case of Notes represented by global notes, notice will be given in accordance with the applicable procedures of Euroclear or
Clearstream) and the Trustee, provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the applicable
Indenture governing the Notes, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only,
then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial
interests in a global note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as we have
deposited with the paying agent funds in satisfaction of the applicable redemption price. Any redemption or notice of redemption, other than a notice of redemption delivered
pursuant to “Redemption Upon a Tax Event” (which must be irrevocable), may, at our discretion, be subject to one or more conditions precedent.
Repurchase of Notes Upon a Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, unless we or a third party have previously or concurrently delivered a redemption notice with respect to all
outstanding Notes as described under the subheadings “Redemption Upon a Tax Event” or “Optional Redemption,” we will be required to make an offer to purchase each
Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price (the “Change of Control Payment”) equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
Within 30 days following the date upon which the Change of Control Triggering Event occurred, we must send, or cause the Trustee to send, by first class mail (or, in the case
of Notes represented by Global Notes, in accordance with the applicable procedures of Euroclear or Clearstream), a notice to each Holder, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 15 days nor later than
60 days after the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased
pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed
and specifying the portion (equal to €100,000 and integral multiples of €1,000 in excess thereof) of such Holder’s Notes that it agrees to sell to us pursuant to the Change of
Control Offer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
If a Change of Control Offer is made, there can be no assurance that we will have available funds sufficient to pay the purchase price for all the Notes that might be delivered by
Holders seeking to accept the Change of Control Offer. In the event we are required to purchase outstanding Notes pursuant to a Change of Control Offer, we expect that we
would seek third-party financing to the extent we do not have available funds to meet our purchase obligations. However, there can be no assurance that we would be able to
obtain such financing. In addition, there can be no assurance that we would be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders
under agreements governing outstanding Indebtedness that may in the future prohibit the Change of Control Offer. The failure to consummate a Change of Control Offer would
constitute an Event of Default under the Indentures.
One of the events that constitutes a Change of Control under the Indentures is the disposition of “all or substantially all” of our assets. This term has not been interpreted under
New York law, which is the governing law of the Indentures, to represent a specific quantitative test. As a consequence, if Holders of the Notes assert that we are required to
make a Change of Control Offer and we elect to contest such assertion, there is uncertainty as to how a court interpreting New York law would interpret the term. Neither our
Board of Directors nor the Trustee may waive the covenant of us to make a Change of Control Offer following a Change of Control Triggering Event. Restrictions in the
Indentures described herein on the ability of us and our Subsidiaries to incur additional secured Indebtedness and to grant Liens on our property and the Restricted Subsidiaries
may also make more difficult or discourage a takeover of us, whether favored or opposed by our management or stockholders. There can be no assurance that we or the
acquiring party will have sufficient financial resources to effect a Change of Control Offer. Such restrictions may, in certain circumstances, make more difficult or discourage
any leveraged buyout of us or any of our Subsidiaries by their respective management. However, the Indentures may not afford the Holders protection in all circumstances from
the adverse aspects of a highly leveraged transaction, reorganization, amalgamation, restructuring, merger or similar transaction.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set forth in the Indentures applicable to a Change of Control Offer made by us and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer. We (or a third party) may make a Change of Control Offer in advance of, and conditioned upon,
any Change of Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the “Change of Control” provisions of the Indentures, we will comply with the applicable securities laws and regulations and will not
be deemed to have breached our obligations under the “Change of Control” provisions by virtue of such conflict.
Issuance in Euro
Initial holders will be required to pay for the Notes in euro, and all payments of interest and principal, including payments made upon any redemption of the Notes, will be
payable in euro. If, on or after the date of this prospectus supplement, the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our
control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of
transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again
available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for
euro. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the Indenture governing the Notes. Neither the
Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the forgoing.
Investors will be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them.
Payment of Additional Amounts
All payments made by us under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the
withholding or deduction of such Tax is then required by law. If any deduction or withholding by any applicable withholding agent for or on account of any Taxes imposed or
levied by or on behalf of the United States or a taxing authority of or in the United States (a “Tax Jurisdiction”) will at any time be required to be made in respect of any
payments we make under or with respect to the Notes, including payments of principal, redemption price, purchase price, interest or premium, then we will pay such additional
amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of the Notes that is not a
U.S. Person (as defined below) after such withholding, deduction or imposition (including any such withholding, deduction or imposition in respect of any such Additional
Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that
no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the holder of a Note (or the beneficial owner for whose benefit such holder holds such Note) or
a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or
trust administered by a fiduciary holder, being considered as:
a. having a current or former connection with the relevant Tax Jurisdiction (other than a connection arising solely from the ownership or disposition of such Note, the
enforcement of rights under such Note), including being or having been a citizen or resident of such Tax Jurisdiction, being or having engaged in a trade or business in such Tax
Jurisdiction or having or having had a permanent establishment in such Tax Jurisdiction; or
b. being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes or
a corporation that has accumulated earnings to avoid U.S. federal income tax;
(2) any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the
extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited
liability company would not have been entitled to the payment of Additional Amounts had the beneficial owner, beneficiary, settlor or member received directly its beneficial or
distributive share of the payment;
(3) any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding
by at least one other paying agent;
(4) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment more than 30 days after the relevant payment is first made
available for payment to the holder (except to the extent that the holder or beneficial owner would otherwise have been entitled to Additional Amounts had the Note been
presented on the last day of such 30 day period);
(5) any Taxes that are payable otherwise than by deduction or withholding from a payment on or with respect to the Notes;
(6) any U.S. federal withholding tax imposed as a result of the beneficial owner:
a. being a controlled foreign corporation for U.S. federal income tax purposes related to us;
b. being or having been a “10-percent shareholder” of us as defined in Section 871(h)(3) of the Code; or
c. being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(7) any estate, inheritance, gift, sales, transfer, excise, wealth, capital gains, personal property or similar Taxes;
(8) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial owner of Notes to comply with any certification,
identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to
exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or
beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or
documentation;
(9) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the applicable Indenture (or any amended or successor
version that is substantively comparable), any regulations promulgated thereunder or any other official interpretations thereof, any agreement entered into pursuant to Section
1471(b) of the Code as of the date of applicable Indenture (or any amended or successor version described above) or any intergovernmental agreements (and any related law,
regulation or official administrative guidance) implementing the foregoing; or
(10) any combination of items (1) through (9) above.
Except as specifically provided for in this subheading “Additional Amounts,” we will not be required to make any payment for any Tax.
If we become aware that we will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, we will deliver to the Trustee and
Paying Agent promptly prior to the date of that payment an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so
payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to holders on the
relevant payment date. The Trustee and Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
If we are the applicable withholding agent, we will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant
Tax authority in accordance with applicable law. We will use reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so
deducted or withheld.
We will furnish to the Trustee upon reasonable written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified
copies of Tax receipts evidencing payment by us, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other reasonable evidence of payments
by such entity.
Whenever in the Indentures or in this “Description of Debt Securities” there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes
or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The above obligations will survive any termination, defeasance or discharge of the Indentures, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis
mutandis, to any successor Person to us.
As used under this subheading “Additional Amounts” and under the subheading “Redemption Upon a Tax Event,” the term “United States” means the United States of America,
any state thereof and the District of Columbia, and the term “U.S. Person” means any person that is, for U.S. federal income tax purposes, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of
Columbia or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Redemption Upon a Tax Event
We may redeem the Notes, in whole but not in part, at our option, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and
the Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, to,
but excluding, the date of redemption (the “Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Event
Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest
Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in
respect of the Notes, we are or, based upon a Tax Opinion would be required to pay Additional Amounts in respect of the Notes and cannot avoid such payment obligation by
taking reasonable measures available to us, and such requirement arises as a result of:
(1) any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction, which change or amendment is
announced and becomes effective after the Issue Date; or
(2) any amendment to, or change in, an official written interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment or order
by a court of competent jurisdiction or a change in published administrative practice), which amendment or change is announced and becomes effective after the Issue Date.
We will not give any such notice of redemption earlier than 60 days prior to the earliest date on which we would be obligated to pay Additional Amounts if a payment in respect
of the Notes was then due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before we publish or deliver a notice of redemption
in respect of a Tax Event Redemption Date as described above, we will deliver to the Trustee an Officers’ Certificate to the effect that we cannot avoid the obligation to pay
Additional Amounts by taking reasonable measures available to it and, if required, the Tax Opinion. Any notice of redemption shall otherwise be given pursuant to the
procedures pursuant to the procedures described under the subheading “Optional Redemption.” The Trustee shall accept, and will be entitled to conclusively rely on, such Tax
Opinion and such Officers’ Certificate as sufficient evidence of the existence and satisfaction of the conditions precedent described in clause (1) or (2) above, as applicable, and
upon delivery of such Tax Opinion and Officers’ Certificate to the Trustee we will be entitled to give
notice of redemption hereunder and such notice of redemption will be conclusive and binding on the Holders of the Notes.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer
to purchase Notes as described under “Change of Control Triggering Event.” We may at any time and from time to time purchase Notes in the open market or otherwise
(including pursuant to cash-settled swaps or derivatives), subject to compliance with applicable securities laws.
Holding Company Structure
We are a holding company for our Subsidiaries. Substantially all of our operations are conducted through our Subsidiaries and we derive substantially all its revenues from our
Subsidiaries, and substantially all of its operating assets are owned by our Subsidiaries. Accordingly, we are dependent upon the distribution of the earnings of our Subsidiaries,
whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations. In addition, the claims of the Holders are subject
to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such Restricted Subsidiaries. There can be no assurance that,
after providing for all prior claims, there would be sufficient assets available from us and our Subsidiaries to satisfy the claims of the Holders of Notes.
Certain Covenants
The Indentures contain, among others, the following covenants:
Limitation on Liens
We will not, and will not cause or permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind
against or upon any of our property or assets or any of our Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom,
or assign or otherwise convey any right to receive income or profits therefrom unless:
(1) in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
(2) in all other cases, the Notes are equally and ratably secured, except for:
a. Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;
b. Liens securing our and our Restricted Subsidiaries’ Obligations under any hedge facility permitted under the Indentures to be entered into by us and our Restricted
Subsidiaries;
c. Liens securing the Notes;
d. Liens in favor of us or a Wholly Owned Restricted Subsidiary of ours on assets of any of our Restricted Subsidiary of ours; and
e. Permitted Liens.
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be
permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in
connection with any accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the payment of interest in the
form of
additional Indebtedness with the same terms or the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class, and increases in the
amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.
Limitation on Sale and Leaseback Transactions
We will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or assets unless:
(1) the Sale and Leaseback Transaction is solely with us or a Restricted Subsidiary;
(2) the lease is for a period not in excess of 36 months (or which may be terminated by us or any of our Subsidiaries within a period of not more than 36 months);
(3) we would be able to incur Indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes pursuant
to the second enumerated item under the “Limitation on Liens” subheading described above (other than in reliance on clause (20) of the definition therein of “Permitted Liens”);
or
(4) we or such Restricted Subsidiary within 365 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, apply an amount
equal to the net proceeds of the sale of such property to (i) the redemption of Notes, other Indebtedness of ours ranking on a parity with the Notes in right of payment or
Indebtedness of ours or a Restricted Subsidiary or (ii) the purchase of other property; provided that, in lieu of applying such amount to the retirement of Pari Passu Indebtedness,
we may deliver Notes to the Trustee for cancellation; such Notes to be credited at the cost thereof to us.
Consolidation, Merger and Sale of Assets
We will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of
(or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of our assets (determined on a consolidated
basis for us and our Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:
(1) either:
a. we shall be the surviving or continuing corporation; or
b . the Person (if other than us) formed by such consolidation or into which we are merged or the Person which acquires by sale, assignment, transfer, lease,
conveyance or other disposition our properties and assets and of our Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):
i. shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case
where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and
ii. shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of
the principal of, and premium, if any, interest on all of the Notes and the performance of every covenant of the Notes and the Indentures on our part to be performed or observed;
(2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)b.ii. above, no Default or Event of Default
shall have occurred or be continuing; and
(3) we or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture
complies with the applicable provisions of the applicable Indenture and that all conditions precedent in the applicable Indenture relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or
assets of one or more of our Restricted Subsidiaries in a single or a series of related transactions, which properties and assets, if held by us instead of such Restricted
Subsidiaries, would constitute all or substantially all of our properties and assets on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets.
Notwithstanding clauses (1) and (2) above, but subject to the proviso in clause (1)b.i. above, we may merge with (x) any of our Wholly Owned Restricted Subsidiaries or (y) an
Affiliate that is a Person with no material assets or liabilities and which was organized solely for the purpose of reorganizing us in another jurisdiction.
For the avoidance of doubt, nothing in this section shall prevent us or a Restricted Subsidiary from consummating a Company Conversion.
The Indentures provide that upon any consolidation, combination or merger or any transfer of all or substantially all of our assets in accordance with the foregoing in which we
are not the continuing corporation, the successor Person formed by such consolidation or into which we are merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of, us under the Indentures and the Notes with the same effect as if such Surviving Entity had been
named as such and all financial information and reports required by the Indentures shall be provided by and for such Surviving Entity.
Reports to Holders
Whether or not we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we must provide the Trustee and, upon request, to any Holder of the
Notes within 15 business days after filing, or in the event no such filing is required, within 15 business days after the end of the time periods specified in those sections with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such
forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial statements only, a report
thereon by our certified independent accountants, and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports;
provided that the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s EDGAR system or on our website within the
applicable time period.
In addition, whether or not required by the SEC, we will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with
the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, we will make the information and reports available to securities
analysts and prospective investors upon request. If we had any Unrestricted Subsidiaries during the relevant period, we will also provide to the Trustee and, upon request, to any
Holder of the Notes, information sufficient to ascertain the financial condition and results of operations of us and our Restricted Subsidiaries, excluding in all respects the
Unrestricted Subsidiaries.
Notwithstanding anything to the contrary herein, we will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under the
heading “Events of Default” until 90 days after the date any report hereunder is due to be delivered to the Trustee.
Compliance Certificate
For as long as any debt securities of a series are outstanding, we must deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a
review of our and our subsidiaries’ activities during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether
each has kept, observed, performed and fulfilled its obligations under the 2017 Base Indenture. The signing Officer must certify that the best of his or her knowledge, each
entity has kept, observed, performed and fulfilled each and every covenant contained in the 2017 Base Indenture and is not in default in the performance or observance of any of
its terms, provisions and conditions (or, if a Default or Event of Default has occurred, describe all such Defaults or Events of Default of which he or she may have knowledge
and what action we are taking or proposes to take with respect thereto).
Trustee
The Indentures provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indentures.
During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indentures, and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
The Indentures and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it become a creditor of ours, to obtain payments of
claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee will be
permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict or
resign. U.S. Bancorp Investments, Inc., one of the underwriters in the offering of the Notes, is an affiliate of the Trustee.
Book-Entry; Delivery and Form
The Notes will be issued in the form of one or more Global Notes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and
registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by us and authenticated by the Trustee. We will not issue
certificated securities to you for the Notes you purchase, except in the limited circumstances described below.
Beneficial interests in the global securities will be represented, and transfers of such beneficial interest will be effected, through accounts of financial institutions acting on
behalf of beneficial owners as direct or indirect participants in Clearstream or Euroclear. Investors may hold beneficial interests in Notes directly through Clearstream or
Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. The address of Clearstream is 42 Avenue JF
Kennedy, L-1855 Luxembourg, Luxembourg, and the address of Euroclear is 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium.
Beneficial interests in the global securities will be shown on, and transfers of beneficial interests in the global securities will be made only through, records maintained by
Clearstream or Euroclear and their participants. When you purchase Notes through the Clearstream or Euroclear systems, the purchases must be made by or through a direct or
indirect participant in the Clearstream or Euroclear system, as the case may be. The participant will receive credit for the Notes that you purchase on Clearstream’s or
Euroclear’s records, and, upon its receipt of such credit, you will become the beneficial owner of those Notes. Your ownership interest will be recorded only on the records of
the direct or indirect participant in Clearstream or Euroclear, as the case may be, through which you purchase the Notes and not on Clearstream’s or
Euroclear’s records. Neither Clearstream nor Euroclear, as the case may be, will have any knowledge of your beneficial ownership of the Notes. Clearstream’s or Euroclear’s
records will show only the identity of the direct participants and the amount of the Notes held by or through those direct participants. You will not receive a written
confirmation of your purchase or sale or any periodic account statement directly from Clearstream or Euroclear. You should instead receive those documents from the direct or
indirect participant in Clearstream or Euroclear through which you purchase the Notes. As a result, the direct or indirect participants are responsible for keeping accurate
account of the holdings of their customers. The Paying Agent will wire payments on the Notes to the Depositary as the holder of the global securities. The Trustee, the Paying
Agent and we will treat the Depositary or any successor nominee to the Depositary as the owner of the global securities for all purposes. Accordingly, the Trustee, the Paying
Agent and we will have no direct responsibility or liability to pay amounts due with respect to the global securities to you or any other beneficial owners in the global securities.
Any redemption or other notices with respect to the Notes will be sent by us directly to Clearstream or Euroclear, which will, in turn, inform the direct participants (or the
indirect participants), which will then contact you as a beneficial holder, all in accordance with the rules of Clearstream or Euroclear, as the case may be, and the internal
procedures of the direct participant (or the indirect participant) through which you hold your beneficial interest in the Notes. Euroclear and Clearstream will credit payments to
the cash accounts of Euroclear participants or Clearstream customers in accordance with the relevant system’s rules and procedures, to the extent received by its depositary.
Euroclear and Clearstream have established their procedures in order to facilitate transfers of the Notes among participants of Euroclear and Clearstream. However, they are
under no obligation to perform or continue to perform those procedures, and they may discontinue or change those procedures at any time. The registered holder of the Notes
will be The Bank of New York Depository (Nominees) Limited, as nominee of the Depositary.
Same Day Settlement and Payment
The underwriters will make settlement for the Notes in immediately available funds. We will make all payments of principal and interest in respect of the Notes in immediately
available funds. It is intended that Notes will be credited to the securities custody accounts of Clearstream and Euroclear holders on the settlement date on a delivery against
payment basis. None of the Notes may be held through, no trades of the Notes will be settled through, and no payments with respect to the Notes will be made through, The
Depository Trust Company in the United States of America. We expect that secondary trading in certificated securities, if any, will also be settled in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes.
Events of Default
In the Indentures, the term “Event of Default” with respect to debt securities of any series (including the Notes) means any of the following:
(1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;
(2) the failure to pay the principal on any Notes of the applicable series, when such principal becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer) on the date specified for such payment in the applicable offer to
purchase;
(3) a default in the observance or performance of any other covenant or agreement contained in the applicable Indenture which default continues for a period of 60 days
after we receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal
amount of the Notes of the applicable series (except in the case of a default with respect to the “Consolidation, merger and sale of assets” covenant, which will constitute an
Event of Default with such notice requirement but without such passage of time requirement);
(4) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of us or any
of our Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30
days of receipt by us or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount
of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day
period described above has passed), equals $500.0 million or more at any time; or
(5) certain events of bankruptcy affecting us or any of our Material Subsidiaries.
If an Event of Default (other than an Event of Default specified in clause (5) above with respect to us) shall occur and be continuing with respect to a series of Notes, the
Trustee or the Holders of at least 25% in principal amount of outstanding Notes of such series may declare the principal of and accrued interest on all the Notes of such series to
be due and payable by notice in writing to us and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become
immediately due and payable.
If an Event of Default specified in clause (5) above with respect to us occurs and is continuing with respect to a series of Notes, then all unpaid principal of, and premium, if
any, and accrued and unpaid interest on all of the outstanding Notes of such series shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of an applicable series of Notes may waive any existing Default or Event of Default under the applicable Indenture, and its
consequences, except a default in the payment of the principal of or interest on any Notes of such series.
The Indentures provide that, at any time after a declaration of acceleration with respect to an applicable series of Notes as described in the preceding paragraphs, the Holders of
a majority in principal amount of such Notes may rescind and cancel such declaration and its consequences:
(1) if the rescission would not conflict with any judgment or decree;
(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid;
(4) if we have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
(5) in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received
an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right
consequent thereto.
The Holders of a majority in principal amount of an applicable series of Notes may waive any existing Default or Event of Default under the applicable Indenture, and its
consequences, except a default in the payment of the principal of or interest on any Notes of such series.
Holders of a series of Notes may not enforce the applicable Indenture or the Notes except as provided in the applicable Indenture and under the Trust Indenture Act. Subject to
the provisions of the Indentures relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indentures at the request,
order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to the Trustee. Subject to all provisions of the applicable
Indenture and applicable law, the Holders of a majority in aggregate principal amount of a then outstanding series of
Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee.
Under the Indentures, we are required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default
(provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable,
describe such Default or Event of Default and the status thereof.
Modification and Waiver
Except as provided in the next two succeeding paragraphs, we and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Notes of
an applicable series then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes) may amend the applicable Indenture or
the Notes of such series and the holders of at least a majority in aggregate principal amount of the Notes of an applicable series outstanding may waive any past default or
compliance with any provisions of the applicable Indenture or the Notes of such series.
The Indentures and the Notes may be amended by us and the Trustee without the consent of any holder of the Notes to:
(1) cure any ambiguity, defect or inconsistency;
(2) provide for the assumption by a Surviving Entity of our obligations under the Indentures;
(3) provide for uncertificated notes in addition to or in place of certificated notes;
(4) secure the Notes, add to our covenants for the benefit of the holders of the Notes or surrender any right or power conferred upon us;
(5) make any change that does not adversely affect the rights of any holder of the Notes;
(6) comply with any requirement of the SEC in connection with the qualification of the Indentures under the Trust Indenture Act;
(7) provide for the issuance of Additional Notes in accordance with the Indentures;
(8) evidence and provide for the acceptance of appointment by a successor Trustee;
(9) conform the text of the Indentures or the Notes to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was
intended to be a recitation of a provision of the Indentures or the Notes; or
(10) make any amendment to the provisions of the Indentures relating to the transfer and legending of the Notes as permitted by the Indentures, including, without
limitation to facilitate the issuance and administration of the Notes; provided that (i) compliance with the Indentures as so amended would not result in the Notes being
transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer
the Notes.
The consent of the holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the
proposed amendment.
Without the consent of each holder of an outstanding Note of an applicable series, no amendment or waiver may:
(1) reduce the amount of Notes of such series whose holders must consent to an amendment;
(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes of such series;
(3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes of such series, or reduce the redemption price for any Notes of such
series or change the date on which any Notes of such series may be subject to redemption at par, other than prior to our obligation to purchase Notes of such series under
provisions relating to our obligation to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event;
(4) make any Notes of such series payable in money other than that stated in such Notes;
(5) make any change in provisions of the applicable Indenture protecting the contractual right of each holder to receive payment of principal of and interest on such Note on
or after the due date thereof or to bring suit to enforce such payment (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal
amount of the Notes of the applicable series and a waiver of the payment default that resulted from such acceleration), or permitting holders of a majority in principal amount of
such Notes to waive Defaults or Events of Default;
(6) after our obligation to purchase Notes arises thereunder, amend, change or modify in any material respect our obligation to make and consummate a Change of Control
Offer in the event of a Change of Control Triggering Event or, after such Change of Control Triggering Event has occurred, modify any of the provisions or definitions with
respect thereto;
(7) modify or change any provision of the applicable Indenture or the related definitions affecting the ranking of the Notes of such series in a manner which adversely
affects the holders; or
(8) modify or change the amendment provisions of the Notes of such series or the applicable Indenture.
No Personal Liability of Directors, Officers, Employees and Stockholders
No past, present or future director, officer, employee, incorporator, agent, stockholder or Affiliate of ours, as such, shall have any liability for any of our obligations under the
Notes or under the Indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a note waives and
releases all such liabilities. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under federal
securities law, and it is the view of the SEC that such a waiver is against public policy.
Defeasance
We may, at our option and at any time, elect to have our obligations discharged with respect to the outstanding Notes of an applicable series (“Legal Defeasance”). Such Legal
Defeasance means that we shall be deemed to have paid and discharged the entire Indebtedness represented by the applicable outstanding Notes, except for:
(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the applicable Notes when such payments are due;
(2) our obligations with respect to the applicable Notes concerning issuing temporary notes, registration of Notes, mutilated, destroyed, lost or stolen notes and the
maintenance of an office or agency for payments;
(3) the rights, powers, trust, duties and immunities of the Trustee and our obligations in connection therewith; and
(4) the Legal Defeasance provisions of the applicable Indenture.
In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain covenants that are described in an indenture (“Covenant
Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes
of the applicable series. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events)
will no longer constitute an Event of Default with respect to the applicable Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) we must irrevocably deposit with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), for the benefit of the Holders, cash in euro (or
U.S. dollars as described under the subheading “Issuance in Euro”), non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if
any, and interest on the applicable Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(2) in the case of Legal Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:
a. we have received from, or there has been published by, the Internal Revenue Service a ruling; or
b. since the date of the applicable Indenture, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, beneficial owners of the applicable series of Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming
that beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the
borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);
(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the applicable Indenture (other than a Default or
an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or
instrument to which we or any of our Restricted Subsidiaries is a party or by which we or any of our Restricted Subsidiaries is bound;
(6) we shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the Holders over any other
creditors of ours or with the intent of defeating, hindering, delaying or defrauding any other creditors of ours or others;
(7) we shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, each
stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;
(8) we shall have delivered to the Trustee an opinion of counsel to the effect that assuming no intervening bankruptcy of ours between the date of deposit and the 124th day
following the date of deposit and that no Holder is an insider of ours, after the 124th day following the date of deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and
(9) certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the opinion of counsel required by clause 2 above with respect to a Legal Defeasance need not be delivered if all Notes of the applicable series
not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date or a redemption date within
one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of us.
Satisfaction and Discharge
An Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes of the applicable series, as
expressly provided for in such Indenture) as to all outstanding Notes of such series when:
•
•
•
either (a) all the applicable Notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been
delivered to the Trustee for cancellation or (b) all applicable Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will
become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited with the Trustee (or with a
custodian or account bank appointed on behalf of the Trustee), funds in an amount in cash in euro (or U.S. dollars as described under the subheading “Issuance in Euro”),
non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, sufficient to pay and discharge the entire
Indebtedness on the applicable Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the applicable Notes to the
date of maturity or redemption, as the case may be, together with irrevocable instructions from us directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be;
we have paid all other sums payable under such Indenture by us with respect to the applicable Notes; and
we have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, stating that
all conditions precedent under such Indenture relating to the satisfaction and discharge of such Indenture have been complied with.
Governing Law
The Indentures provide that they and the Notes are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the Indentures. Reference is made to the Indentures for the full definition of all such terms, as well as any
other terms used herein for which no definition is provided.
“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of ours or at the time it
merges or consolidates with or into us or
any of our Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with,
or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of ours or such acquisition, merger or consolidation.
“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under
common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of
the foregoing.
“Asset Acquisition” means (1) an investment by us or any Restricted Subsidiary of ours in any other Person pursuant to which such Person shall become a Restricted Subsidiary
of ours or any Restricted Subsidiary of ours, or shall be merged with or into us or any Restricted Subsidiary of ours, or (2) the acquisition by us or any Restricted Subsidiary of
ours of the assets of any Person (other than a Restricted Subsidiary of ours) that constitute all or substantially all of the assets of such Person or comprises any division or line of
business of such Person or any other properties or assets of such Person other than in the ordinary course of business.
“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of
the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.
“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.
“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by
the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.
“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or The City of London are
authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the
TARGET2 system), or any successor thereto, operates.
“Capital Stock” means:
(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of
corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing;
and
(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights
to purchase or acquire any of the foregoing.
“Cash Equivalents” means:
(1) debt securities denominated in euro, pounds sterling or U.S. dollars to be issued or directly and fully guaranteed or insured by the government of a Participating Member
State, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;
(2) commercial paper denominated in euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least P1 from Moody’s and A1 from S&P;
(3) certificates of deposit denominated in euro, pounds sterling or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution
incorporated or having a branch in a Participating Member State in the United Kingdom or the United States, provided that the bank is rated P1 by Moody’s or A1 by S&P;
(4) any cash deposit denominated in euro, pounds sterling or U.S. dollars with any commercial bank or other financial institution, in each case whose long term unsecured,
unsubordinated debt rating is at least A3 by Moody’s or A-by S&P;
(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank or
financial institution meeting the qualifications specified in clause (4) above; and
(6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.
“Change of Control” means the occurrence of one or more of the following events:
(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any Person or group of related
Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the
Indentures);
(2) the approval by the holders of our Capital Stock of any plan or proposal for the liquidation or dissolution of us (whether or not otherwise in compliance with the
provisions of the Indentures); or
(3) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting
power represented by our issued and outstanding Capital Stock.
For the avoidance of doubt, the consummation of the Company Conversion shall not constitute a “Change of Control.”
“Change of Control Triggering Event” means, in each case, the occurrence of both (i) a Change of Control and (ii) a Rating Event.
“Clearstream” means Clearstream Banking, a société anonyme as currently in effect or any successor securities clearing agency.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of
such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common
stock.
“Company Conversion” means the actions taken by us and our Subsidiaries in connection with our qualification as a REIT, including without limitation, (y) separating from
time to time all or a portion of our United States and international businesses into, as defined by the Code, taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries
(“QRS”) (it being understood that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Company Conversion) and (z) amending its
charter to impose ownership limitations on our Capital Stock directly or indirectly by merging into a Wholly Owned Restricted Subsidiary of ours.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by us,
a German government bond whose maturity is closest to the applicable First Par Call Date of the Notes being redeemed, or if such
independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may,
with the advice of three brokers of, and/or market makers in, German government bonds selected by us, determine to be appropriate for determining the Comparable
Government Bond Rate.
“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross
redemption yield on the Notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption
yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London
time) on such business day as determined by an independent investment bank selected by us.
“Consolidated Depreciation, Amortization and Accretion Expense” means with respect to any Person for any period, the total amount of depreciation and amortization
(including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and accretion expense, including
the amortization of deferred financing fees or costs of such Person and its Restricted Subsidiaries for such period, on a consolidated basis and otherwise determined in
accordance with GAAP.
“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
(a) increased (without duplication) by the following, in each case to the extent deducted in determining Consolidated Net Income for such period:
(1) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes
(including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a governmental agency, and any related interest,
penalty, charge, fee or other amount) of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(2) Consolidated Interest Expense of such Person for such period to the extent the same were deducted (and not added back) in calculating such Consolidated Net
Income; plus
(3) Consolidated Depreciation, Amortization and Accretion Expense of such Person for such period to the extent that the same were deducted (and not added back) in
computing Consolidated Net Income; plus
(4) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering or the incurrence of Indebtedness permitted to be
incurred in accordance with the applicable Indenture (including a refinancing thereof) (whether or not successful), in each case, deducted (and not added back) in computing
Consolidated Net Income; plus
(5) any other Non-cash Charges, including any provisions, provision increases, write-offs or write-downs reducing Consolidated Net Income for such period
(provided that if any such Non-cash Charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future
period shall be subtracted from Consolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus
(6) any costs or expenses incurred by us or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or stockholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to
our capital or net cash proceeds of an issuance of Equity Interest of us (other than Disqualified Capital Stock); plus
(7) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any
period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (b) below for any previous period and
not added back; plus
(8) any net loss from disposed or discontinued operations; plus
(9) any net unrealized loss (after any offset) resulting in such period from obligations under any Currency Agreements and the application of FASB Accounting
Standards Codification (“ASC”) 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed
to the balance sheet, as reasonably determined by us), the realized loss on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was
excluded in a prior period; plus
(10) any net unrealized loss (after any offset) resulting in such period from (A) currency translation or exchange losses including those (x) related to currency
remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in
interest rates; plus
(11) the amount of any minority interest expense (less the amount of any cash dividends paid in such period to holders of such minority interests); plus
(12) the amount of any costs and expenses associated with the Company Conversion, including, without limitation, planning and advisory costs related to the
foregoing; and
(b) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:
(1) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an
accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period
so long as such cash did not increase Consolidated EBITDA in such prior period;
(2) any net gain from disposed or discontinued operations;
(3) any net unrealized gain (after any offset) resulting in such period from obligations under any Currency Agreements and the application of ASC 815; provided that
to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by
us), the realized gain on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period; plus
(4) any net unrealized gains (after any offset) resulting in such period from (A) currency translation or exchange gains including those (x) related to currency
remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in
interest rates.
For purposes of this definition, calculations shall be done after giving effect on a pro forma basis for the period of such calculation to:
(1) the incurrence or repayment of any Indebtedness or the designation or elimination (including by de-designation) of any Designated Revolving Commitments of such
Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital
purposes pursuant to working capital facilities, occurring during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to
the need to make such calculation
(the “Transaction Date”) for which financial statements are available, or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction
Date, as if such incurrence or repayment of Indebtedness or designation or elimination (including by de-designation) of Designated Revolving Commitments, as the case may be
(and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and in the case of Designated Revolving Commitments, as if Indebtedness in
the full amount of any undrawn Designated Revolving Commitments had been incurred throughout such period); and
(2) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming
or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X promulgated under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition
during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction
Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first
day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall
give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such
guaranteed Indebtedness.
“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:
(1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP,
including without limitation:
(a) any amortization of debt discount and the amortization or write-off of deferred financing costs, including commitment fees;
(b) the net costs under Interest Swap Obligations;
(c) all capitalized interest;
(d) non-cash interest expense (other than non-cash interest on any convertible or exchangeable debt issued by us that exists by virtue of the bifurcation of the debt and
equity components of such convertible or exchangeable Notes and the application of ASC 470-20 (or related accounting pronouncement(s)));
(e) commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing;
(f) dividends with respect to Disqualified Capital Stock;
(g) dividends with respect to Preferred Stock of Restricted Subsidiaries of such Person;
(h) imputed interest with respect to Sale and Leaseback Transactions; and
(i) the interest portion of any deferred payment obligation; plus
(2) the interest component of Finance Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP; less
(3) interest income for such period.
“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period
on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):
(1) any after tax effect of extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto) or expenses;
(2) any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations;
(3) any after tax effect of gains or losses (including all fees and expenses relating thereto) attributable to sale, transfer, license, lease or other disposition of assets or
abandonments or the sale, transfer or other disposition of any Equity Interest of any Person other than in the normal course of business;
(4) the net income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting,
except to the extent of cash dividends or distributions paid to us or to a Restricted Subsidiary of ours by such Person;
(5) any after tax effect of income (loss) from the early extinguishment of (1) Indebtedness, (2) obligations under any Currency Agreement or (3) other derivative
instruments;
(6) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets,
investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to
GAAP;
(7) any non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or
other rights;
(8) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any issuance or repayment of Indebtedness, issuance
of Equity Interests, refinancing transaction, amendment or modification of any debt instrument;
(9) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were
classified as discontinued);
(10) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor entity prior
to such consolidation, merger or transfer of assets;
(11) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is restricted by contract, operation of law or otherwise; and
(12) acquisition-related costs resulting from the application of ASC 805.
In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the
foregoing, but without duplication, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any
expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any sale, conveyance, transfer or other disposition of assets
permitted under the Indentures (in each case, whether or not non-recurring).
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect us or any Restricted
Subsidiary of ours against fluctuations in currency values.
“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.
“Designated Revolving Commitments” means the amount or amounts of any commitments to make loans or extend credit on a revolving basis to us or any of its Restricted
Subsidiaries by any Person other than us or any of our Restricted Subsidiaries that has or have been designated (but only to the extent so designated) in an officers’ certificate
delivered to the Trustee as “Designated Revolving Commitments” until such time as we subsequently delivers an officers’ certificate to the Trustee to the effect that the amount
or amounts of such commitments shall no longer constitute “Designated Revolving Commitments.”
“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of
a Change of Control), in each case, on or prior to the final maturity date of the Notes.
“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District of
Columbia.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock.
“Equity Offering” means any public or private sale of our Common Stock or Preferred Stock (excluding Disqualified Stock), other than:
(a) public offerings with respect to our or any direct or indirect parent company’s Common Stock registered on Form S-4 or Form S-8 (or similar forms under non-U.S.
law);
(b) issuances to any Subsidiary of ours;
(c) issuances pursuant to the exercise of options or warrants outstanding on the date hereof;
(d) issuances upon conversion of securities convertible into Common Stock outstanding on the date hereof;
(e) issuances in connection with an acquisition of property in a transaction entered into on an arm’s-length basis; and
(f) issuances pursuant to employee stock plans.
“euro” or “€” means the lawful currency of the member states of the European Union who have agreed to share a common currency in accordance with the provisions of the
Maastricht Treaty dealing with European monetary union.
“Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearing agency.
“European Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of a member state of the European Union
(including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is pledged.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.
“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing
seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by our Board of
Directors or any duly appointed officer of ours or a Restricted Subsidiary, as
applicable, acting reasonably and in good faith and, in respect of any asset or property with a fair market value in excess of $50.0 million, shall be determined by our Board of
Directors and shall be evidenced by a Board Resolution of our Board of Directors delivered to the Trustee.
“Finance Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as finance lease
obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.
“Fitch” means Fitch Ratings Inc., or any successor to the rating agency business thereof.
“GAAP” means generally accepted accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of July 11, 2011.
“Indebtedness” means with respect to any Person, without duplication:
(1) all Obligations of such Person for borrowed money;
(2) all Obligations of such Person evidenced by bonds, debentures, Notes or other similar instruments;
(3) all Finance Lease Obligations and all Attributable Debt of such Person;
(4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention
agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP);
(5) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to
letters of credit (A) securing Obligations (other than Obligations described in (1)-(4) above) entered into the ordinary course of business of such Person to the extent such letters
of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit) or (B) that are otherwise cash collateralized;
(6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;
(7) all Obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any Lien on any property or asset of such Person, the amount of
such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;
(8) all Obligations under Currency Agreements and Interest Swap Obligations of such Person;
(9) all Disqualified Capital Stock issued by such Person or Preferred Stock issued by such Person’s non-Domestic Restricted Subsidiaries with the amount of Indebtedness
represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed
repurchase price, but excluding accrued dividends, if any; and
(10) the aggregate amount of Designated Revolving Commitments in effect on such date.
For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined
pursuant to the Indentures, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.
“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to
receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments
made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.
“Investment Grade Rating” means a rating equal to or greater than BBB- by S&P and Fitch and Baa3 by Moody’s or the equivalent thereof under any new ratings system if the
ratings system of any such agency shall be modified after the Issue Date, or the equivalent rating of any other Rating Agency selected by us as provided in the definition of
“Rating Agency.”
“Issue Date” means March 10, 2021.
“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement,
any lease in the nature thereof and any agreement to give any security interest); provided that, in any event and not in limitation of the foregoing, a lease shall not be deemed to
be a Lien if such lease is classified as an operating lease under GAAP.
“Material Subsidiary” means a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act.
“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.
“Non-cash Charges” means, with respect to any Person, (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible
assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based
awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential
cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period).
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.
“Pari Passu Indebtedness” means any Indebtedness of ours that ranks pari passu in right of payment with the applicable series of Notes.
“Participating Member State” means each state, so described in any European Monetary Union legislation, which was a participating member state on December 31, 2003.
“Permitted Liens” means the following types of Liens:
(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which we or
our Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
(2) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have
been made in respect thereof;
(3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social
security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance
of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);
(4) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly
initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(5) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the
ordinary conduct of our business or any of our Restricted Subsidiaries;
(6) any interest or title of a lessor under any Finance Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject
to such Finance Lease Obligation (other than other property that is subject to a separate lease from such lessor or any of its Affiliates);
(7) Liens securing Purchase Money Indebtedness incurred in the ordinary course of business; provided that (a) such Purchase Money Indebtedness shall not exceed the
purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of ours or any Restricted Subsidiary of ours other than the
property and equipment so acquired or other property that was acquired from such seller or any of its Affiliates with the proceeds of Purchase Money Indebtedness and (b) the
Lien securing such Purchase Money Indebtedness shall be created within 360 days of such acquisition;
(8) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(9) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit
and products and proceeds thereof;
(10) Liens securing Interest Swap Obligations;
(11) Liens securing Indebtedness under Currency Agreements;
(12) Liens securing Acquired Indebtedness; provided that:
(a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours
and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours; and
(b) such Liens do not extend to or cover any property or assets of ours or of any of our Restricted Subsidiaries other than the property or assets that secured the
Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of ours or a Restricted Subsidiary of ours and are no more favorable to the
lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours;
(13) Liens on assets of a Restricted Subsidiary of ours;
(14) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of us and our Restricted Subsidiaries;
(15) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
(16) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(17) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;
(18) Liens (a) on inventory held by and granted to a local distribution company in the ordinary course of business and (b) in accounts purchased and collected by and
granted to a local distribution company that has agreed to make payments to us or any of our Restricted Subsidiaries for such amounts in the ordinary course of business;
(19) [Reserved];
(20) Liens securing Indebtedness in respect of Sale and Leaseback Transactions;
(21) [Reserved];
(22) Liens securing Indebtedness in respect of mortgage financings; and
(23) Liens with respect to obligations (including Indebtedness) of us or any of our Restricted Subsidiaries otherwise permitted under the Indentures that do not exceed an
amount equal to 3.5 times our Consolidated EBITDA for the Four Quarter Period to and including the most recent fiscal quarter for which our financial statements are internally
available immediately preceding such date.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political
subdivision thereof.
“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or
redemptions or upon liquidation.
“Purchase Money Indebtedness” means Indebtedness of ours and our Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any
part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.
“Rating Agency” means (1) each of Fitch, Moody’s and S&P and (2) if Fitch, Moody’s or S&P ceases to rate the applicable series of Notes for reasons outside of our control, a
“nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act selected by us as a replacement agency for Fitch, Moody’s
or S&P, as the case may be.
“Rating Event” means the Notes of an applicable series are downgraded by at least one rating category from the applicable rating of such Notes on the first day of the Trigger
Period by two of the Rating Agencies and/or cease to be rated by two of the Rating Agencies, in each case, on any date during the Trigger Period; provided that a Rating Event
will not be deemed to have occurred unless the rating category of the applicable series of Notes is below an Investment Grade Rating by two of the Rating Agencies; provided,
further, that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading Rating Agency does not publicly
announce or confirm or inform the Trustee in writing at the our request that the reduction was the result of the Change of Control (whether or not the applicable Change of
Control has occurred at the time of the Change of Control Triggering Event). Notwithstanding the foregoing, no Rating Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control has actually been consummated; provided that in the event that a Rating Agency does not
provide a rating of an applicable series of Notes on the first day of the Trigger Period, such absence of rating shall be treated as both a
downgrade in the rating of such Notes below an Investment Grade Rating by such Rating Agency and a downgrade that results in such Notes no longer being rated at the rating
category in effect on the first day of the Trigger Period by such Rating Agency, in each case, and shall not be subject to the second proviso in the immediately preceding
sentence. The Trustee shall have no obligation to determine whether a Rating Event has occurred.
“REIT” means a “real estate investment trust” as defined and taxed under Sections 856-860 of the Code.
“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.
“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.
“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to us or a
Restricted Subsidiary of any property, whether owned by us or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by us
or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.
“Secured Indebtedness” means any Indebtedness secured by a Lien on any of our assets or any of our Restricted Subsidiaries.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute. “Subordinated Indebtedness” means Indebtedness of ours that is
subordinated or junior in right of payment to the Notes.
“Subsidiary,” with respect to any Person, means:
(1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person; or
(2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.
“Tax” or “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings (including backup withholdings), fees and any charges of a
similar nature (including interest, fines, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.
“Trigger Period” means the 60-day period commencing on the earlier of (i) the occurrence of a Change of Control or (ii) the first public announcement of the occurrence of a
Change of Control or our intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the applicable Notes are under publicly
announced consideration for possible downgrade by any two of the three Rating Agencies); provided that the Trigger Period will terminate with respect to each Rating Agency
when such Rating Agency takes action (including affirming its existing ratings) with respect to such Change of Control.
“Unrestricted Subsidiary” of any Person means:
(1) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such
Person in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
Our Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns
any Capital Stock of, or owns or holds any Lien on any property of, we or any other Subsidiary of ours that is not a Subsidiary of the Subsidiary to be so designated; provided
that each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of our assets of or any of our Restricted
Subsidiaries.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if, immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the
foregoing provisions.
“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by us or another
Wholly Owned Restricted Subsidiary.
Subsidiaries of Equinix, Inc.
Exhibit 21.1
Entity
Equinix Canada Holdings Limited
Equinix (Australia) Enterprises Pty Limited
Equinix Australia Pty Limited
McLaren Pty Limited
Metronode (ACT) Pty Limited
Metronode (NSW) Pty Limited
Metronode C1 Pty Limited
Metronode Group Pty Limited
Metronode Investments Pty Limited
Metronode M2 Pty Ltd
Metronode P2 Pty Limited
MGH Pegasus Pty Ltd
Equinix Australia National Pty Ltd
Metronode S2 Pty Ltd
MGH Bidco Pty Limited
MGH Finco Pty Limited
MGH Holdco Pty Ltd
McLaren Unit Trust
Equinix South America Holdings, LLC
Equinix do Brasil Soluções de Tecnologia em Informática Ltda.
Equinix do Brasil Telecomunicações Ltda.
Equinix Colombia, Inc. Pte. Ltd.
Equinix (Bulgaria) Data Centers EOOD
Equinix (Canada) Enterprises Ltd.
Equinix Canada Ltd.
CHI 3, LLC
Equinix (EMEA) Management, Inc.
Equinix (US) Enterprises, Inc.
Equinix LLC
Equinix Pacific LLC
Equinix Professional Services, Inc
Equinix Government Solutions LLC
Equinix RP II LLC
Harbour Exchange Propco Limited
Infomart Dallas GP, LLC
Infomart Dallas, LP
LA4, LLC
NY2 Hartz Way, LLC
SV1, LLC
Switch & Data Facilities Company LLC
Switch & Data LLC
Switch & Data MA One LLC
Switch & Data WA One LLC
Jurisdiction
British Colombia, Canada
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Delaware, U.S.
Brazil
Brazil
Singapore
Bulgaria
Ontario, Canada
Ontario, Canada
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
United Kingdom
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Switch and Data NJ Two LLC
Switch and Data Operating Company LLC
CHI 3 Procurement, LLC
VDC I, LLC
VDC V, LLC
CHI 8, LLC
Equinix Hyperscale (LP) LLC
Equinix Hyperscale (GP) LLC
Equinix Services, Inc.
Equinix Montreal Ltd.
Equinix (Finland) Enterprises Oy
Equinix (Finland) Oy
Equinix (France) Enterprises SAS
Equinix (Real Estate) Holdings SC
Equinix (Real Estate) SCI
Equinix France SAS
Equinix (Germany) Enterprises GmbH
Equinix (Germany) GmbH
Equinix (Real Estate) GmbH
Upminster GmbH
Equinix Hyperscale 1 (FR9) GmbH
Equinix Hyperscale 1 (FR11) GmbH
Equinix Hyperscale 1 (FR9) Enterprises GmbH
Equinix Hyperscale 1 (FR11) Enterprises GmbH
Equinix (Hong Kong) Enterprises Limited
Equinix Hong Kong Limited
Equinix (Ireland) Enterprises Limited
Equinix (Ireland) Limited
Equinix (Italia) Enterprises S.r.l.
Equinix Italia S.r.l.
Equinix (Japan) Enterprises K.K.
Equinix (Japan) Technology Services K.K.
Equinix Japan K.K. (in Kanji)
Equinix Muscat LLC
Equinix Middle East Services LLC
Equinix (China) Investment Holding Co., Ltd.
(亿利互连(中国)投资有限公司)
Equinix Information Technology (Shanghai) Co., Ltd.
(亿利互连信息技术（上海）有限公司)
Equinix WGQ Information Technology (Shanghai) Co., Ltd.
(亿利互连(上海)通讯科技有限公司)
Equinix YP Information Technology (Shanghai) Co., Ltd.
(亿利互连数据系统(上海)有限公司)
Gaohong Equinix (Shanghai) Information Technology Co., Ltd
(高鸿亿利(上海)信息技术有限公司)
Equinix India Private Limited
GPX India Private Limited
GPX India II Private Limited
GPX India Services Private Limited
Delaware, U.S.
Delaware, U.S.
Illinois, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Ontario, Canada
Finland
Finland
France
France
France
France
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Hong Kong
Hong Kong
Ireland
Ireland
Italy
Italy
Japan
Japan
Japan
Oman
Oman
People’s Republic of China
People’s Republic of China
People’s Republic of China
People’s Republic of China
People’s Republic of China
India
India
India
India
Equinix (Poland) Technology Services sp. z o.o.
Equinix (Poland) Enterprises sp. z o.o.
Equinix (Poland) sp. z o.o.
Equinix (West Africa) Services B.V.
Equinix (Portugal) Data Centers, S.A.
Equinix II (Portugal) Enterprises Data Centers, Unipessoal Lda
Equinix Korea LLC
Equinix (Singapore) Enterprises Pte. Ltd.
Equinix Asia Pacific Holdings Pte. Ltd.
Equinix Asia Pacific Pte. Ltd.
Equinix Singapore Holdings Pte. Ltd.
Equinix Singapore Pte. Ltd.
Equinix (Spain) Enterprises, S.L.U.
Equinix (Spain), S.A.U.
Equinix (Sweden) AB
Equinix (Sweden) Enterprises AB
Equinix (Switzerland) Enterprises GmbH
Equinix (Switzerland) GmbH
EMEA Hyperscale 1 C.V.
Equinix Hyperscale 1 Holdings B.V.
Equinix (EMEA) Acquisition Enterprises B.V.
Equinix (EMEA) B.V.
Equinix (Netherlands) B.V.
Equinix (Netherlands) Enterprises B.V.
Equinix (Netherlands) Holdings B.V.
Virtu Secure Webservices B.V.
Tussenlanen B.V.
Equinix (EMEA) Hyperscale Services B.V.
Equinix Turkey Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi
Equinix Turkey Enterprises Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi
Equinix Middle East FZ-LLC
Equinix Hyperscale 1 (LD11) Limited
Equinix (Services) Limited
Equinix (UK) Enterprises Ltd
Equinix (UK) Limited
Equinix Hyperscale 1 (France) Holdings SAS
Equinix Hyperscale 1 (PA9) SAS
Equinix Hyperscale 1 (PA8) SAS
Equinix Hyperscale 1 (UK) Financing Limited
Equinix Hyperscale 1 (LD13) Limited
Equinix Hyperscale 1 (DB5) Limited
Equinix Hyperscale 1 (DB5) Enterprises Limited
Equinix Hyperscale 2 (ML7) S.r.l.
Equinix (MA5) Limited
Equinix (Poland) Services sp. z o.o
Equinix Hyperscale 2 (PA15) SAS
Equinix Mexico Holdings, S. de R.L. de C.V.
Poland
Poland
Poland
Netherlands
Portugal
Portugal
Republic of Korea
Singapore
Singapore
Singapore
Singapore
Singapore
Spain
Spain
Sweden
Sweden
Switzerland
Switzerland
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Turkey
Turkey
United Arab Emirates
United Kingdom
United Kingdom
United Kingdom
United Kingdom
France
France
France
United Kingdom
United Kingdom
Ireland
Ireland
Italy
United Kingdom
Poland
France
Mexico
Equinix MX Sales, S. de R.L. de C.V.
Equinix Queretaro, S. de R.L. de C.V.
Equinix MX Services, S.A. de C.V.
Contrato de Fideicomiso Irrevocable de Administración de Bienes Inmuebles número “CIB/3714”
Contrato de Fideicomiso Irrevocable de Administración Número “CIB/3933”
Equinix APAC 1 Hyperscale Holdings 1 Pte. Ltd.
Equinix APAC 1 Hyperscale Holdings 2 Pte. Ltd.
Equinix Hyperscale 1 GK
Equinix Hyperscale 1 (TY12) GK
Equinix Hyperscale 1 (TY12) Enterprises GK
Equinix Hyperscale 1 (TY14) GK
Equinix Hyperscale 1 (OS2) GK
Equinix Hyperscale 1 (OS2) Enterprises GK
Equinix Hyperscale 2 (FR10) GmbH
Equinix Hyperscale 2 (SK5) AB
Equinix Hyperscale 1 (Japan) TMK
Equinix Hyperscale 2 (FR16) GmbH
Equinix Hyperscale 2 (PA12) SAS
Equinix Hyperscale 2 (PA13) SAS
Equinix Hyperscale (GP) Pte. Ltd.
Equinix APAC Hyperscale 1 (LP) LLC
Equinix (APAC) Hyperscale Services Pte Ltd
APAC 1 Hyperscale LP
Equinix APAC 1 Hyperscale Holdings Pte. Ltd.
Equinix APAC Hyperscale 2 (LP) LLC
Equinix Hyperscale 2 (GP) LLC
Equinix Hyperscale 2 (LP) LLC
Equinix Australia Real Estate Pty Ltd
Equinix APAC Hyperscale 2 (GP) Pte. Ltd.
APAC Hyperscale 2 LP
Equinix APAC Hyperscale 2 Holdings 1 Pte. Ltd.
Equinix APAC Hyperscale 2 Holdings 2 Pte. Ltd.
Equinix Hyperscale 2 (SY9) Pty Limited
Equinix Hyperscale 2 (SY10) Pty Limited
Equinix Hyperscale 2 (Australia) Enterprises 1 Pty Limited
Equinix Hyperscale 2 (Australia) Enterprises 2 Pty Limited
Equinix Saudi for Information Technology LLC
Equinix Hyperscale 2 (WA4) sp. z o.o.
Equinix Hyperscale 2 IL5 Data Merkezi Uretim Insaat Sanayi Ve Ticaret Limited Sirketi
Equinix Hyperscale 1 (Turkey) Holdings B.V.
EMEA Hyperscale 2 C.V.
Equinix Hyperscale 1 IL2 Data Merkezi Üretim İnşaat Sanayi ve Ticaret Limited Şirketi
Equinix Hyperscale 2 (MD3) S.L.
Equinix Hyperscale 1 (LD11) Enterprises Limited
Equinix Hyperscale 2 (LDx) Limited
Equinix Hyperscale 2 Finco A B.V.
Equinix Hyperscale 2 Finco B B.V.
Mexico
Mexico
Mexico
Mexico
Mexico
Singapore
Singapore
Japan
Japan
Japan
Japan
Japan
Japan
Germany
Sweden
Japan
Germany
France
France
Singapore
Delaware, U.S.
Singapore
Singapore
Singapore
Delaware, U.S.
Delaware, U.S.
Delaware, U.S.
Australia
Singapore
Singapore
Singapore
Singapore
Australia
Australia
Australia
Australia
Saudi Arabia
Poland
Turkey
Netherlands
Netherlands
Turkey
Spain
United Kingdom
United Kingdom
Netherlands
Netherlands
Equinix Hyperscale 2 (SP5) LTDA
Equinix Hyperscale 2 (SP7) LTDA
Equinix Hyperscale 2 (SP5) Enterprises LTDA
Equinix Hyperscale 2 (France) Holdings B.V
PT Equinix Indonesia JKT
Equinix Hyperscale 2 Holdings B.V.
Equinix Hyperscale 2 Holdings 2 B.V.
Equinix Hyperscale 2 Holdings A B.V.
Equinix Hyperscale 2 Holdings B B.V.
Equinix Hyperscale 2 Holdings C B.V.
Equinix Hyperscale 2 Holdings D B.V.
Equinix Colombia, Inc. Pte. Ltd. Sucursal Colombia
Equinix (APAC) Services Pte. Ltd.
Equinix Africa Investment LLC
Equinix (West Africa) Acquisition Holdings B.V.
Equinix (West Africa) Acquisition Enterprises B.V.
Equinix Colombia (BG3) S.A.S
Equinix Security LLC
Equinix India Professional Services Private Limited
Equinix Hyperscale 2 (AM12) B.V.
Equinix Chile SpA
Equinix Chile Enterprises SpA
Equinix Peru S.R.L.
Equinix APAC Hyperscale 3 (GP) Pte. Ltd.
Equinix Hyperscale 2 (MD3) Enterprises SLU
Equinix Hyperscale 2 (ML9) S.r.l.
Equinix Hyperscale 2 (HE10) Oy
Equinix Hyperscale 2 (HE10) Enterprises Oy
MainOne Cable Company Ltd
MainOne Cable Company Nigeria Limited
Infraco Nigeria Limited
MainData Nigeria Limited
MainOne Cable Company Ghana Ltd
MainData Ghana Ltd
MainOne Cote D’Ivoire
MainOne Cable Company Portugal, S.A.
MainData Cote D’Ivoire
FiberAcess Nigeria Limited
MainOne Company Nigeria LFZ Enterprise
Maintecknosoft Ltd
Equinix Hyperscale 2 (FR10) Enterprises GmbH
Equinix Hyperscale 2 (FR16) Enterprises GmbH
APAC Hyperscale 3 Private Limited
Capitaland Korea No.8 Qualified Private Real Estate Investment Company
Capitaland Korea No.9 Qualified Private Real Estate Investment Company
Equinix APAC Hyperscale 3 LP
Equinix Hyperscale 3 (SL2) LLC
Brazil
Brazil
Brazil
Netherlands
Indonesia
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Colombia
Singapore
Delaware, U.S.
Netherlands
Netherlands
Colombia
Delaware, U.S.
India
Netherlands
Chile
Chile
Peru
Singapore
Spain
Italy
Finland
Finland
Mauritius
Nigeria
Nigeria
Nigeria
Ghana
Ghana
Ivory Coast
Portugal
Ivory Coast
Nigeria
Nigeria
Ghana
Germany
Germany
Singapore
Republic of Korea
Republic of Korea
Singapore
Republic of Korea
Equinix Hyperscale 3 (SL3) LLC
Equinix Korea Holdings LLC
Equinix (Singapore) Realty Services Pte. Ltd.
Equinix (UK) Realty Services Limited
Equinix Malaysia Sdn Bhd
PT Equinix Indonesia Hldgs
Equinix Security (CU1) LLC
Equinix Southeast Asia Pte. Ltd.
Equinix (South Africa) (Pty) Ltd.
Equinix (LD-A) Limited
Equinix Hyperscale 2 (PA12) Enterprises SAS
Equinix Hyperscale 2 (PA13) Enterprises SAS
Equinix (Philippines) Services Inc.
Equinix Hyperscale Canada LP Limited
Equinix Hyperscale 4 (CL4) ULC
Equinix (South Africa) Enterprises (Pty) Ltd.
Equinix Hyperscale 2 (FR12) GmbH
Equinix Hyperscale 2 (ML7) Enterprises S.r.l.
Equinix India Metal Private Limited
Equinix Malaysia Enterprises Sdn. Bhd.
Odyssey Solutions S.A.R.L.
Equinix Services Colombia S.A.S
Equinix Hyperscale 2 (WA4) Enterprises sp. z.o.o.
Equinix Europe 1 Financing Corporation LLC
Equinix Hyperscale 2 (SV12) LLC
Consorcio Equinix Brasil
Equinix AMER Hyperscale 2 (GP) LLC
Equinix (Canada) Services Ltd.
Equinix AMER Hyperscale 2 (LP) LLC
Equinix APAC Holdings Pte. Ltd.
Equinix AMER Hyperscale 2 LP
Harbour Exchange Management Company Limited
Republic of Korea
Republic of Korea
Singapore
United Kingdom
Malaysia
Indonesia
Delaware, U.S.
Singapore
South Africa
Jersey, United Kingdom
France
France
Philippines
Ontario, Canada
British Columbia, Canada
South Africa
Germany
Italy
India
Malaysia
Ivory Coast
Colombia
Poland
Delaware, U.S.
Delaware, U.S.
Brazil
Delaware, U.S.
Ontario, Canada
Delaware, U.S.
Singapore
Delaware, U.S.
United Kingdom
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-275203) and Form S-8 (Nos. 333-45280, 333-58074, 333-71870,
333-85202, 333-104078, 333-113765, 333-117892, 333-122142, 333-132466, 333-140946, 333-149452, 333-157545, 333-165033, 333-166581, 333-172447, 333-179677, 333-
186873, 333-194229, 333-239271) of Equinix, Inc. of our report dated February 16, 2024 relating to the financial statements, financial statement schedules and the effectiveness
of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23.1
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 16, 2024
Exhibit 31.1
I, Charles Meyers, certify that:
1. I have reviewed this annual report on Form 10-K of Equinix, Inc.;
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Charles Meyers
Charles Meyers
Chief Executive Officer and President
Dated: February 16, 2024
Exhibit 31.2
I, Keith D. Taylor, certify that:
1. I have reviewed this annual report on Form 10-K of Equinix, Inc.;
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
Dated: February 16, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2023, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Charles Meyers, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Charles Meyers
Charles Meyers
Chief Executive Officer and President
February 16, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2023, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
February 16, 2024
EQUINIX, INC.
COMPENSATION RECOUPMENT POLICY
Exhibit 97.1
This Equinix, Inc. Compensation Recoupment Policy (the “Policy”) has been adopted by the Talent, Culture and Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) of Equinix, Inc. (the “Company”), effective as of December 1, 2023. This Policy provides for the recoupment of certain executive
compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in
accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as defined below) and
Section 5608 of the Nasdaq Listing Rules.
1. Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a) “Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided
that:
(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as an Executive
Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation.
For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable
to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.
(b) “Covered Executive” means any current or former Executive Officer.
(c) “Effective Date” means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.
(d) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(e) “Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no
such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other
officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for
the Company) and (vi) any other person who performs similar policy-making functions for the Company. Policy-making function is not intended to include policy-making
functions that are not significant. The determination as to an individual’s status as an Executive Officer shall be made by the Committee and such determination shall be final,
conclusive and binding on such individual and all other interested persons.
(f) “Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure
referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to
be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
(g) “Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting
requirement under U.S. federal securities laws that is required in order to correct:
(i) an error in previously issued financial statements that is material to the previously issued financial statements; or
(ii) an error that would result in a material misstatement if the error were (A) corrected in the current period or (B) left uncorrected in the current period.
For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company’s financial statements due to an out-of-period
adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a
retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal
organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control;
or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(h) “Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether
deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-
based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based
Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any
notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
(i) “Nasdaq” means the NASDAQ Global Select Market, or any successor thereof.
(j) “Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the
foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those
three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that
comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
(k) “Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such
action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on
which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2. Recoupment of Erroneously Awarded Compensation.
(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds
the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the
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“Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over
the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly
or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in
the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the
effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was
received.
(c) For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial
statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously Awarded
Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors
serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the
amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously
Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document
such reasonable attempt(s) to make such recovery and provide that documentation to the Nasdaq;
(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly
available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the
recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a
Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii)
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously
Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or
unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in
Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to
avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation
plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
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3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the
Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and
interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and
applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange
Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the
Committee.
4. Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or terminated by the
Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in
circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously
Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this
Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
5 . Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and
Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in
connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any
provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
6 . Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or
requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback
policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award
agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or
regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required
clawback or recoupment under this Policy and vice versa.
7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive
which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base
salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the
discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any
Financial Reporting Measure performance goal.
8. Miscellaneous.
(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include
the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt,
this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on
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which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective.
(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
(c) All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any
employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.
(d) The Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all
claims, disputes or controversies arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. To ensure the timely and
economical resolution of disputes that arise in connection with this Policy, any and all disputes, claims or causes of action arising from or relating to the enforcement,
performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by the federal and state courts sitting within the State of Delaware shall be the
sole and exclusive forums for any and all disputes, claims, or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy. The
Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company, shall not commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the United States District Court for the District of Delaware or any Delaware court, and hereby waive, and agree not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that such party is not subject to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Policy or the subject matter hereof may not be enforced in or by such courts. To the fullest extent permitted by law, the Covered Executives,
their beneficiaries, executors, administrators, and any other legal representative, and the Company, shall waive (and shall hereby be deemed to have waived) the right to resolve
any such dispute through a trial by jury.
(e) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent
permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required
under applicable law.
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