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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¬
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
Maryland
|
|
46-0691837
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value
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|
NASDAQ
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|
Large accelerated filer
|
|
ý
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Accelerated filer
|
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¬
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Non-accelerated filer
|
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¬
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Smaller reporting company
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¬
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CyrusOne Inc.
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||
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By:
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/s/ Amitabh Rai
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|
Amitabh Rai
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|
|
|
Senior Vice President and Chief Accounting Officer
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Maryland
|
|
46-0691837
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value
|
|
NASDAQ
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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||
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PART II
|
|
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ITEM 5.
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||
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ITEM 6.
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||
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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||
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ITEM 9A.
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||
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ITEM 9B.
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||
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PART III
|
|
|
|
|
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ITEM 10.
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||
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|
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ITEM 11.
|
||
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|
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ITEM 12.
|
||
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|
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ITEM 13.
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||
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ITEM 14.
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||
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PART IV
|
|
|
|
|
|
ITEM 15.
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||
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|
|
•
|
failure to maintain our status as a REIT or to comply with the highly technical and complex REIT provisions of the Internal Revenue Code of 1986, as amended (the Code);
|
•
|
increases in market interest rates may drive potential investors to seek higher dividend yields and reduce demand for our common stock; and
|
|
|
|
Operating Net Rentable Square Feet (NRSF)
(a)
|
Powered
Shell Available for Future Development (NRSF) (k) |
Available Critical Load Capacity
(MW) (l) |
|||||||||||||||||
Stabilized Properties
(b)
|
Metro
Area |
Annualized Rent
(c)
|
Colocation Space (CSF)
(d)
|
CSF Leased
(e)
|
CSF
Utilized (f) |
Office & Other
(g)
|
Office & Other Leased
(h)
|
Supporting
Infrastructure (i) |
Total
(j)
|
|||||||||||||
Dallas - Carrollton
|
Dallas
|
$
|
52,567,145
|
|
235,733
|
|
87
|
%
|
87
|
%
|
33,238
|
|
96
|
%
|
90,819
|
|
359,790
|
|
164,000
|
|
26
|
|
Houston - Houston West I
|
Houston
|
43,469,699
|
|
112,133
|
|
96
|
%
|
97
|
%
|
11,163
|
|
99
|
%
|
37,243
|
|
160,539
|
|
3,000
|
|
28
|
|
|
Dallas - Lewisville*
|
Dallas
|
35,957,070
|
|
114,054
|
|
96
|
%
|
96
|
%
|
11,374
|
|
89
|
%
|
54,122
|
|
179,550
|
|
—
|
|
21
|
|
|
Cincinnati - 7th Street***
|
Cincinnati
|
35,262,055
|
|
178,949
|
|
93
|
%
|
93
|
%
|
5,744
|
|
100
|
%
|
167,241
|
|
351,934
|
|
74,000
|
|
13
|
|
|
Northern Virginia - Sterling II
|
Northern Virginia
|
29,582,564
|
|
158,998
|
|
100
|
%
|
100
|
%
|
8,651
|
|
100
|
%
|
55,306
|
|
222,955
|
|
—
|
|
30
|
|
|
Totowa - Madison**
|
New York Metro
|
26,215,274
|
|
51,290
|
|
86
|
%
|
86
|
%
|
22,477
|
|
100
|
%
|
58,964
|
|
132,731
|
|
—
|
|
6
|
|
|
Wappingers Falls I**
|
New York Metro
|
25,706,362
|
|
37,000
|
|
96
|
%
|
96
|
%
|
20,167
|
|
97
|
%
|
15,077
|
|
72,244
|
|
—
|
|
3
|
|
|
Cincinnati - North Cincinnati
|
Cincinnati
|
24,179,133
|
|
65,303
|
|
97
|
%
|
97
|
%
|
44,886
|
|
72
|
%
|
52,950
|
|
163,139
|
|
65,000
|
|
14
|
|
|
Houston - Houston West II
|
Houston
|
22,230,045
|
|
79,540
|
|
93
|
%
|
93
|
%
|
3,355
|
|
74
|
%
|
55,023
|
|
137,918
|
|
12,000
|
|
12
|
|
|
San Antonio I
|
San Antonio
|
21,531,649
|
|
43,891
|
|
99
|
%
|
99
|
%
|
5,989
|
|
83
|
%
|
45,650
|
|
95,530
|
|
11,000
|
|
12
|
|
|
Chicago - Aurora I
|
Chicago
|
21,137,317
|
|
88,362
|
|
92
|
%
|
92
|
%
|
34,008
|
|
100
|
%
|
220,109
|
|
342,479
|
|
27,000
|
|
65
|
|
|
Phoenix - Chandler II
|
Phoenix
|
19,896,927
|
|
74,058
|
|
100
|
%
|
100
|
%
|
5,639
|
|
38
|
%
|
25,519
|
|
105,216
|
|
—
|
|
12
|
|
|
Houston - Galleria
|
Houston
|
18,364,625
|
|
63,469
|
|
62
|
%
|
62
|
%
|
23,259
|
|
51
|
%
|
24,927
|
|
111,655
|
|
—
|
|
14
|
|
|
Florence
|
Cincinnati
|
15,689,642
|
|
52,698
|
|
100
|
%
|
100
|
%
|
46,848
|
|
87
|
%
|
40,374
|
|
139,920
|
|
—
|
|
9
|
|
|
Austin II
|
Austin
|
14,330,890
|
|
43,772
|
|
94
|
%
|
94
|
%
|
1,821
|
|
100
|
%
|
22,433
|
|
68,026
|
|
—
|
|
5
|
|
|
San Antonio II
|
San Antonio
|
13,997,234
|
|
64,221
|
|
100
|
%
|
100
|
%
|
11,255
|
|
100
|
%
|
41,127
|
|
116,603
|
|
—
|
|
12
|
|
|
Northern Virginia - Sterling I
|
Northern Virginia
|
13,564,435
|
|
77,961
|
|
98
|
%
|
99
|
%
|
5,618
|
|
77
|
%
|
48,598
|
|
132,177
|
|
—
|
|
12
|
|
|
Phoenix - Chandler I
|
Phoenix
|
12,996,911
|
|
73,921
|
|
92
|
%
|
92
|
%
|
34,582
|
|
12
|
%
|
38,572
|
|
147,075
|
|
31,000
|
|
16
|
|
|
Cincinnati - Hamilton*
|
Cincinnati
|
9,103,481
|
|
46,565
|
|
76
|
%
|
76
|
%
|
1,077
|
|
100
|
%
|
35,336
|
|
82,978
|
|
—
|
|
10
|
|
|
Stamford - Riverbend**
|
New York Metro
|
6,944,619
|
|
20,000
|
|
29
|
%
|
30
|
%
|
—
|
|
—
|
%
|
8,484
|
|
28,484
|
|
—
|
|
2
|
|
|
Phoenix - Chandler III
|
Phoenix
|
6,744,069
|
|
67,913
|
|
83
|
%
|
90
|
%
|
2,440
|
|
—
|
%
|
30,415
|
|
100,768
|
|
—
|
|
14
|
|
|
London - Great Bridgewater**
|
International
|
6,246,740
|
|
10,000
|
|
85
|
%
|
85
|
%
|
—
|
|
—
|
%
|
514
|
|
10,514
|
|
—
|
|
1
|
|
|
Dallas - Midway**
|
Dallas
|
5,353,920
|
|
8,390
|
|
100
|
%
|
100
|
%
|
—
|
|
—
|
%
|
—
|
|
8,390
|
|
—
|
|
1
|
|
|
Cincinnati - Mason
|
Cincinnati
|
5,284,274
|
|
34,072
|
|
100
|
%
|
100
|
%
|
26,458
|
|
98
|
%
|
17,193
|
|
77,723
|
|
—
|
|
4
|
|
|
Norwalk I**
|
New York Metro
|
3,225,171
|
|
13,240
|
|
79
|
%
|
79
|
%
|
4,085
|
|
72
|
%
|
40,610
|
|
57,935
|
|
87,000
|
|
2
|
|
|
Dallas - Marsh**
|
Dallas
|
2,490,522
|
|
4,245
|
|
100
|
%
|
100
|
%
|
—
|
|
—
|
%
|
—
|
|
4,245
|
|
—
|
|
1
|
|
|
Chicago - Lombard
|
Chicago
|
2,323,500
|
|
13,516
|
|
59
|
%
|
61
|
%
|
4,115
|
|
100
|
%
|
12,230
|
|
29,861
|
|
29,000
|
|
3
|
|
|
Stamford - Omega**
|
New York Metro
|
1,463,844
|
|
—
|
|
—
|
%
|
—
|
%
|
18,552
|
|
87
|
%
|
3,796
|
|
22,348
|
|
—
|
|
—
|
|
|
Northern Virginia - Sterling IV
|
Northern Virginia
|
1,296,000
|
|
40,670
|
|
100
|
%
|
100
|
%
|
5,523
|
|
100
|
%
|
32,433
|
|
78,626
|
|
14,000
|
|
6
|
|
|
Cincinnati - Blue Ash*
|
Cincinnati
|
560,116
|
|
6,193
|
|
36
|
%
|
36
|
%
|
6,821
|
|
100
|
%
|
2,165
|
|
15,179
|
|
—
|
|
1
|
|
|
Totowa - Commerce**
|
New York Metro
|
557,310
|
|
—
|
|
—
|
%
|
—
|
%
|
20,460
|
|
41
|
%
|
5,540
|
|
26,000
|
|
—
|
|
—
|
|
|
South Bend - Crescent*
|
Chicago
|
552,737
|
|
3,432
|
|
42
|
%
|
43
|
%
|
—
|
|
—
|
%
|
5,125
|
|
8,557
|
|
11,000
|
|
1
|
|
|
Houston - Houston West III
|
Houston
|
423,849
|
|
—
|
|
—
|
%
|
—
|
%
|
8,495
|
|
100
|
%
|
10,652
|
|
19,147
|
|
212,000
|
|
—
|
|
|
Singapore - Inter Business Park**
|
International
|
310,346
|
|
3,200
|
|
22
|
%
|
22
|
%
|
—
|
|
—
|
%
|
—
|
|
3,200
|
|
—
|
|
1
|
|
|
South Bend - Monroe
|
Chicago
|
174,907
|
|
6,350
|
|
22
|
%
|
22
|
%
|
—
|
|
—
|
%
|
6,478
|
|
12,828
|
|
4,000
|
|
1
|
|
|
Cincinnati - Goldcoast
|
Cincinnati
|
96,090
|
|
2,728
|
|
—
|
%
|
—
|
%
|
5,280
|
|
100
|
%
|
16,481
|
|
24,489
|
|
14,000
|
|
1
|
|
|
Stabilized Properties - Total
|
|
$
|
499,830,472
|
|
1,895,867
|
|
91
|
%
|
92
|
%
|
433,380
|
|
79
|
%
|
1,321,506
|
|
3,650,753
|
|
758,000
|
|
354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pre-Stabilized Properties
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Austin III
|
Austin
|
5,331,140
|
|
61,838
|
|
17
|
%
|
20
|
%
|
15,055
|
|
44
|
%
|
20,629
|
|
97,522
|
|
67,000
|
|
3
|
|
|
Houston - Houston West III (DH #1)
|
Houston
|
894,690
|
|
52,932
|
|
5
|
%
|
6
|
%
|
—
|
|
—
|
%
|
23,358
|
|
76,290
|
|
—
|
|
6
|
|
|
Dallas - Carrollton (DH #5)
|
Dallas
|
3,634,126
|
|
68,865
|
|
29
|
%
|
44
|
%
|
—
|
|
—
|
%
|
10,539
|
|
79,404
|
|
—
|
|
6
|
|
|
All Properties - Total
|
|
$
|
509,690,428
|
|
2,079,502
|
|
84
|
%
|
85
|
%
|
448,435
|
|
74
|
%
|
1,376,032
|
|
3,903,969
|
|
825,000
|
|
369
|
|
*
|
Indicates properties in which we hold a leasehold interest in the building shell and land. All data center infrastructure has been constructed by us and is owned by us.
|
**
|
Indicates properties in which we hold a leasehold interest in the building shell, land, and all data center infrastructure.
|
***
|
The information provided for the West Seventh Street (7th St.) property includes data for two facilities, one of which we lease and one of which we own.
|
(a)
|
Represents the total square feet of a building under lease or available for lease based on engineers' drawings and estimates but does not include space held for development or space used by CyrusOne.
|
(b)
|
Stabilized properties include data halls that have been in service for at least 24 months or are at least 85% utilized. Pre-stabilized properties include data halls that have been in service for less than 24 months and are less than 85% utilized.
|
(c)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
December 31, 2016
, multiplied by 12. For the month of
December 2016
, customer reimbursements were
$56.4 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From
January 1, 2015
through
December 31, 2016
, customer reimbursements under leases with separately metered power constituted between
10.6%
and
12.6%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
December 31, 2016
was
$519.9 million
. Our annualized effective rent was greater than our annualized rent as of
December 31, 2016
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(d)
|
CSF represents the NRSF at an operating facility that is currently leased or readily available for lease as colocation space, where customers locate their servers and other IT equipment.
|
(e)
|
Percent leased is determined based on CSF being billed to customers under signed leases as of
December 31, 2016
divided by total CSF. Leases signed but not commenced as of
December 31, 2016
are not included.
|
(f)
|
Utilization is calculated by dividing CSF under signed leases for colocation space (whether or not the lease has commenced billing) by total CSF.
|
(g)
|
Represents the NRSF at an operating facility that is currently leased or readily available for lease as space other than CSF, which is typically office and other space.
|
(h)
|
Percent leased is determined based on Office & Other space being billed to customers under signed leases as of
December 31, 2016
divided by total Office & Other space. Leases signed but not commenced as of
December 31, 2016
are not included.
|
(i)
|
Represents infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.
|
(j)
|
Represents the NRSF at an operating facility that is currently leased or readily available for lease. This excludes existing vacant space held for development.
|
(k)
|
Represents space that is under roof that could be developed in the future for operating NRSF, rounded to the nearest 1,000.
|
(l)
|
Critical load capacity represents the aggregate power available for lease and exclusive use by customers expressed in terms of megawatts. The capacity reported is for non-redundant megawatts, as we can develop flexible solutions to our customers at multiple resiliency levels. Does not sum to total due to rounding.
|
|
|
|
NRSF Under Development
(a)
|
|
Under Development Costs
(b)
|
||||||||||||||
Facilities
|
Metropolitan
Area |
Estimated Completion Date
|
Colocation
Space
(CSF)
|
Office
& Other
|
Supporting
Infrastructure
|
Powered Shell
(b)
|
Total
|
Critical Load MW Capacity
(c)
|
Actual
to
Date
(d)
|
Estimated Costs to
Completion (e) |
Total
|
||||||||
Northern Virginia - Sterling III
|
Northern Virginia
|
1Q'17
|
79,000
|
|
7,000
|
|
34,000
|
|
—
|
|
120,000
|
|
15.0
|
|
$
|
56
|
|
$27-29
|
$83-85
|
San Antonio III
|
San Antonio
|
1Q'17
|
132,000
|
|
9,000
|
|
43,000
|
|
—
|
|
184,000
|
|
24.0
|
|
82
|
|
42-46
|
124-128
|
|
Chicago - Aurora I
|
Chicago
|
1Q'17
|
25,000
|
|
—
|
|
3,000
|
|
—
|
|
28,000
|
|
6.0
|
|
3
|
|
9-10
|
12-13
|
|
Phoenix - Chandler IV
|
Phoenix
|
2Q'17
|
73,000
|
|
3,000
|
|
27,000
|
|
—
|
|
103,000
|
|
12.0
|
|
3
|
|
48-53
|
51-56
|
|
Phoenix - Chandler V
|
Phoenix
|
2Q'17
|
—
|
|
—
|
|
—
|
|
185,000
|
|
185,000
|
|
—
|
|
1
|
|
18-20
|
19-21
|
|
Northern Virginia - Sterling IV
|
Northern Virginia
|
2Q'17
|
27,000
|
|
—
|
|
2,000
|
|
—
|
|
29,000
|
|
9.0
|
|
—
|
|
38-41
|
38-41
|
|
Northern Virginia - Sterling V
|
Northern Virginia
|
2Q'17
|
81,000
|
|
40,000
|
|
55,000
|
|
459,000
|
|
635,000
|
|
12.0
|
|
5
|
|
113-125
|
118-130
|
|
Chicago - Aurora II
|
Chicago
|
2Q'17
|
77,000
|
|
10,000
|
|
14,000
|
|
272,000
|
|
373,000
|
|
10.0
|
|
3
|
|
69-76
|
72-79
|
|
Total
|
|
|
494,000
|
|
69,000
|
|
178,000
|
|
916,000
|
|
1,657,000
|
|
88.0
|
|
$
|
153
|
|
$364-400
|
$517-553
|
(a)
|
Represents NRSF at a facility for which activities have commenced or are expected to commence in the next two quarters to prepare the space for its intended use. Estimates and timing are subject to change.
|
(b)
|
Represents NRSF under construction that, upon completion, will be powered shell available for future development into operating NRSF.
|
(c)
|
Critical load capacity represents the aggregate power available for lease and exclusive use by customers expressed in terms of megawatts. The capacity reported is for non-redundant megawatts, as we can develop flexible solutions to our customers at multiple resiliency levels. Does not sum to total due to rounding.
|
(d)
|
Actual to date is the cash investment as of
December 31, 2016
. There may be accruals above this amount for work completed, for which cash has not yet been paid.
|
(e)
|
Represents management’s estimate of the total costs required to complete the current NRSF under development. There may be an increase in costs if customers require greater power density.
|
|
Principal Customer Industry
|
Number of
Locations |
Annualized
Rent (b) |
Percentage of
Portfolio Annualized Rent (c) |
Weighted
Average Remaining Lease Term in Months (d) |
||||
1
|
Information Technology
|
6
|
$
|
67,426,116
|
|
13.2
|
%
|
90.4
|
|
2
|
Financial Services
|
1
|
19,982,174
|
|
3.9
|
%
|
171.0
|
|
|
3
|
Information Technology
|
2
|
18,754,830
|
|
3.7
|
%
|
98.2
|
|
|
4
|
Telecommunication Services
|
2
|
15,674,018
|
|
3.1
|
%
|
21.1
|
|
|
5
|
Research and Consulting Services
|
3
|
14,296,234
|
|
2.8
|
%
|
48.4
|
|
|
6
|
Energy
|
5
|
13,205,677
|
|
2.6
|
%
|
19.1
|
|
|
7
|
Energy
|
1
|
12,304,605
|
|
2.4
|
%
|
38.1
|
|
|
8
|
Industrials
|
4
|
11,412,753
|
|
2.2
|
%
|
15.8
|
|
|
9
|
Telecommunication Services
|
7
|
10,442,479
|
|
2.1
|
%
|
15.5
|
|
|
10
|
Information Technology
|
2
|
8,876,559
|
|
1.7
|
%
|
7.7
|
|
|
11
|
Energy
|
2
|
7,002,022
|
|
1.4
|
%
|
12.7
|
|
|
12
|
Financial Services
|
1
|
6,600,225
|
|
1.3
|
%
|
41.0
|
|
|
13
|
Information Technology
|
2
|
5,864,871
|
|
1.2
|
%
|
134.4
|
|
|
14
|
Telecommunication Services
|
5
|
5,623,136
|
|
1.1
|
%
|
28.1
|
|
|
15
|
Financial Services
|
3
|
5,439,249
|
|
1.1
|
%
|
6.2
|
|
|
16
|
Financial Services
|
1
|
5,006,844
|
|
1.0
|
%
|
59.0
|
|
|
17
|
Financial Services
|
6
|
4,830,345
|
|
0.9
|
%
|
52.7
|
|
|
18
|
Consumer Staples
|
2
|
4,820,878
|
|
0.9
|
%
|
63.6
|
|
|
19
|
Consumer Staples
|
4
|
4,567,939
|
|
0.9
|
%
|
49.3
|
|
|
20
|
Information Technology
|
1
|
4,455,726
|
|
0.9
|
%
|
101.8
|
|
|
|
|
|
$
|
246,586,680
|
|
48.4
|
%
|
66.4
|
|
(a)
|
Customers and their affiliates are consolidated.
|
(b)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
December 31, 2016
, multiplied by 12. For the month of
December 2016
, customer reimbursements were
$56.4 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From
January 1, 2015
through
December 31, 2016
, customer reimbursements under leases with separately metered power constituted between
10.6%
and
12.6%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
December 31, 2016
was
$519.9 million
. Our annualized effective rent was greater than our annualized rent as of
December 31, 2016
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(c)
|
Represents the customer’s total annualized rent divided by the total annualized rent in the portfolio as of
December 31, 2016
, which was approximately
$509.7 million
.
|
(d)
|
Weighted average based on customer’s percentage of total annualized rent expiring and is as of
December 31, 2016
, assuming that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised because such payments approximate the profitability margin of leasing that space to the customer, such that we do not consider early termination to be economically detrimental to us.
|
NRSF Under Lease
(a)
|
Number of
Customers
(b)
|
Percentage of
All Customers
|
Total
Leased
NRSF
(c)
|
Percentage of
Portfolio
Leased NRSF
|
Annualized
Rent
(d)
|
Percentage of
Annualized Rent
|
|||||||
0-999
|
673
|
|
72
|
%
|
135,280
|
|
4
|
%
|
$
|
67,886,890
|
|
13
|
%
|
1,000-2,499
|
101
|
|
11
|
%
|
156,075
|
|
5
|
%
|
35,146,017
|
|
7
|
%
|
|
2,500-4,999
|
66
|
|
7
|
%
|
229,377
|
|
7
|
%
|
45,362,729
|
|
9
|
%
|
|
5,000-9,999
|
32
|
|
3
|
%
|
223,315
|
|
7
|
%
|
52,677,906
|
|
10
|
%
|
|
10,000+
|
60
|
|
7
|
%
|
2,545,364
|
|
77
|
%
|
308,616,886
|
|
61
|
%
|
|
Total
|
932
|
|
100
|
%
|
3,289,411
|
|
100
|
%
|
$
|
509,690,428
|
|
100
|
%
|
(a)
|
Represents all leases in our portfolio, including colocation, office and other leases.
|
(b)
|
Represents the number of customers occupying data center, office and other space as of
December 31, 2016
. This may vary from total customer count as some customers may be under contract, but have yet to occupy space.
|
(c)
|
Represents the total square feet at a facility under lease and that has commenced billing, excluding space held for development or space used by CyrusOne. A customer’s leased NRSF is estimated based on such customer’s direct CSF or office and light-industrial space plus management’s estimate of infrastructure support space, including mechanical, telecommunications and utility rooms, as well as building common areas.
|
(d)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
December 31, 2016
, multiplied by 12. For the month of
December 2016
, customer reimbursements were
$56.4 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From
January 1, 2015
through
December 31, 2016
, customer reimbursements under leases with separately metered power constituted between
10.6%
and
12.6%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
December 31, 2016
was
$519.9 million
. Our annualized effective rent was greater than our annualized rent as of
December 31, 2016
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
Year
(a)
|
Number of
Leases Expiring (b) |
Total Operating
NRSF Expiring |
Percentage of
Total NRSF |
Annualized
Rent (c) |
Percentage of
Annualized Rent |
Annualized Rent
at Expiration (d) |
Percentage of
Annualized Rent at Expiration |
|||||||||
Available
|
|
614,559
|
|
16
|
%
|
|
|
|
|
|||||||
Month-to-Month
|
358
|
|
24,384
|
|
1
|
%
|
$
|
7,738,925
|
|
2
|
%
|
$
|
7,934,782
|
|
1
|
%
|
2017
|
2,197
|
|
611,606
|
|
16
|
%
|
110,828,361
|
|
21
|
%
|
113,067,744
|
|
20
|
%
|
||
2018
|
1,148
|
|
354,065
|
|
9
|
%
|
101,753,053
|
|
20
|
%
|
104,749,155
|
|
18
|
%
|
||
2019
|
961
|
|
389,750
|
|
10
|
%
|
62,043,160
|
|
12
|
%
|
66,880,529
|
|
12
|
%
|
||
2020
|
329
|
|
356,530
|
|
9
|
%
|
42,914,185
|
|
8
|
%
|
47,471,158
|
|
8
|
%
|
||
2021
|
451
|
|
331,344
|
|
8
|
%
|
50,357,173
|
|
10
|
%
|
73,380,038
|
|
13
|
%
|
||
2022
|
34
|
|
100,862
|
|
3
|
%
|
9,825,908
|
|
2
|
%
|
12,091,704
|
|
2
|
%
|
||
2023
|
66
|
|
91,604
|
|
2
|
%
|
8,783,270
|
|
2
|
%
|
11,070,143
|
|
2
|
%
|
||
2024
|
19
|
|
76,111
|
|
2
|
%
|
13,508,975
|
|
3
|
%
|
15,426,575
|
|
3
|
%
|
||
2025
|
33
|
|
164,204
|
|
4
|
%
|
23,160,013
|
|
5
|
%
|
28,137,481
|
|
5
|
%
|
||
2026
|
18
|
|
418,336
|
|
11
|
%
|
52,643,117
|
|
10
|
%
|
59,573,159
|
|
10
|
%
|
||
2027 - Thereafter
|
7
|
|
370,615
|
|
9
|
%
|
26,134,288
|
|
5
|
%
|
33,861,254
|
|
6
|
%
|
||
Total
|
5,621
|
|
3,903,970
|
|
100
|
%
|
$
|
509,690,428
|
|
100
|
%
|
$
|
573,643,722
|
|
100
|
%
|
(a)
|
Leases that were auto-renewed prior to
December 31, 2016
are shown in the calendar year in which their current auto-renewed term expires. Unless otherwise stated in the footnotes, the information set forth in the table assumes that customers exercise no renewal options and exercise all early termination rights that require payment of less than 50% of the remaining rents. Early termination rights that require payment of 50% or more of the remaining lease payments are not assumed to be exercised.
|
(b)
|
Number of leases represents each agreement with a customer. A lease agreement could include multiple spaces and a customer could have multiple leases.
|
(c)
|
Represents monthly contractual rent (defined as cash rent including customer reimbursements for metered power) under existing customer leases as of
December 31, 2016
, multiplied by 12. For the month of
December 2016
, customer reimbursements were
$56.4 million
annualized and consisted of reimbursements by customers across all facilities with separately metered power. Customer reimbursements under leases with separately metered power vary from month-to-month based on factors such as our customers' utilization of power and the suppliers' pricing of power. From
January 1, 2015
through
December 31, 2016
, customer reimbursements under leases with separately metered power constituted between
10.6%
and
12.6%
of annualized rent. After giving effect to abatements, free rent and other straight-line adjustments, our annualized effective rent as of
December 31, 2016
was
$519.9 million
. Our annualized effective rent was greater than our annualized rent as of
December 31, 2016
because our positive straight-line and other adjustments and amortization of deferred revenue exceeded our negative straight-line adjustments due to factors such as the timing of contractual rent escalations and customer prepayments for services.
|
(d)
|
Represents the final monthly contractual rent under existing customer leases that had commenced as of
December 31, 2016
, multiplied by 12.
|
•
|
multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments with which we have limited familiarity;
|
•
|
fluctuations in foreign currency exchange rates, currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States;
|
•
|
difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our customers, suppliers or contractors;
|
•
|
we may be unable to acquire a desired property because of competition from other data center companies or real estate investors with more capital;
|
•
|
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price of such property;
|
•
|
we may be unable to quickly and efficiently integrate new acquisitions into our existing operations resulting in disruptions to our operations or the diversion of our management’s attention;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to make distributions on our common stock as currently contemplated or as necessary to maintain our qualification as a REIT;
|
•
|
require us to maintain certain debt coverage and other financial metrics at specified levels, thereby reducing our financial flexibility;
|
•
|
make it more difficult for us to satisfy our financial obligations, including borrowings under the Second Amended and Restated Credit Agreement;
|
•
|
limit our ability to refinance all or a portion of our indebtedness on or before maturity on the same or more favorable terms or at all;
|
•
|
increase our risk of property losses as the result of foreclosure actions initiated by lenders in the event we should incur mortgage or other secured debt obligations; and
|
•
|
require us to dispose of one or more of our properties at disadvantageous prices or raise equity that may dilute the value of our common stock in order to service our indebtedness or to raise funds to pay such indebtedness at maturity.
|
•
|
failure of business partners who provide components of the National IX Platform or third-party connectivity from the National IX Platform.
|
•
|
the relative illiquidity of real estate investments, especially the specialized real estate properties that we hold and seek to acquire and develop; and
|
•
|
civil unrest, acts of war, terrorism and natural disasters, including fires, earthquakes, tropical storms, hurricanes, and floods, which may result in uninsured and underinsured losses.
|
•
|
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
|
•
|
Our Charter Contains Restrictions on the Ownership and Transfer of Our Stock
. In order for us to qualify 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 other than the first year for which we elect to be taxed as a REIT. Subject to certain exceptions, our charter prohibits any stockholder from owning beneficially or constructively more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8% in value of the aggregate of the outstanding shares of all classes or series of our stock. We refer to these restrictions collectively as the “ownership limits.” 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 all classes 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. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT. 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. These ownership limits may prevent a third-party from acquiring control of us if our board of directors does not grant an exemption from the ownership limits, even if our stockholders believe the change in control is in their best interests. Although it is under no continuing obligation to do so, our board of directors has granted some limited exemptions from the ownership limits applicable to other holders of our common stock, subject to certain initial and ongoing conditions designed to protect our status as a REIT, including the receipt of an Internal Revenue Service (IRS) private letter ruling or an opinion of counsel from a nationally recognized law firm that the exercise of any such exemption should not cause any rent payable by CBI to jeopardize our REIT status.
|
•
|
Our Board of Directors Has the Power to Cause Us to Issue Additional Shares of Our Stock Without Stockholder Approval
. Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders.
|
•
|
“business combination”
provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and
|
•
|
“control share”
provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
|
Pricing Date
|
CONE
|
S&P 500
|
MSCI US REIT
|
||||||
January 17, 2013
|
$
|
100.0
|
|
$
|
100.0
|
|
$
|
100.0
|
|
March 31, 2013
|
121.5
|
|
106.0
|
|
104.1
|
|
|||
June 30, 2013
|
111.2
|
|
108.5
|
|
101.5
|
|
|||
September 30, 2013
|
102.7
|
|
113.5
|
|
97.6
|
|
|||
December 31, 2013
|
121.6
|
|
124.8
|
|
95.8
|
|
|||
March 31, 2014
|
114.6
|
|
126.4
|
|
104.3
|
|
|||
June 30, 2014
|
138.1
|
|
132.4
|
|
110.6
|
|
|||
September 30, 2014
|
134.5
|
|
133.2
|
|
106.1
|
|
|||
December 31, 2014
|
155.3
|
|
139.0
|
|
120.0
|
|
|||
March 31, 2015
|
170.5
|
|
139.6
|
|
124.7
|
|
|||
June 30, 2015
|
163.1
|
|
139.3
|
|
110.6
|
|
|||
September 30, 2015
|
182.6
|
|
129.6
|
|
111.8
|
|
|||
December 31, 2015
|
211.2
|
|
138.0
|
|
116.4
|
|
|||
March 31, 2016
|
257.4
|
|
139.1
|
|
120.6
|
|
|||
June 30, 2016
|
313.9
|
|
141.7
|
|
126.8
|
|
|||
September 30, 2016
|
268.2
|
|
146.4
|
|
127.3
|
|
|||
December 31, 2016
|
252.2
|
|
151.2
|
|
121.5
|
|
IN MILLIONS, except per share data
|
|
|
|
|
|
|
||||||||||||
|
|
Successor
|
Predecessor
|
|||||||||||||||
|
2016
|
2015
|
2014
|
January 24, 2013 to December 31, 2013
|
January 1, 2013 to January 23, 2013
|
2012
(k)
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
529.1
|
|
$
|
399.3
|
|
$
|
330.9
|
|
$
|
248.4
|
|
$
|
15.1
|
|
$
|
220.8
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||||||||
Property operating expenses
|
187.5
|
|
148.7
|
|
124.5
|
|
88.4
|
|
4.8
|
|
76.0
|
|
||||||
Sales and marketing
|
16.9
|
|
12.1
|
|
12.8
|
|
9.9
|
|
0.7
|
|
9.7
|
|
||||||
General and administrative
|
60.7
|
|
46.6
|
|
34.6
|
|
26.5
|
|
1.5
|
|
20.7
|
|
||||||
Depreciation and amortization
|
183.9
|
|
141.5
|
|
118.0
|
|
89.9
|
|
5.3
|
|
73.4
|
|
||||||
Restructuring costs
(a)
|
—
|
|
—
|
|
—
|
|
0.7
|
|
—
|
|
—
|
|
||||||
Transaction and acquisition integration costs
(b)
|
4.3
|
|
14.1
|
|
1.0
|
|
1.3
|
|
0.1
|
|
5.7
|
|
||||||
Transaction-related compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
20.0
|
|
—
|
|
||||||
Management fees charged by CBI
(c)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.5
|
|
||||||
Loss on sale of receivables to affiliate
(d)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3.2
|
|
||||||
Asset impairments and loss on disposal
(e)
|
5.3
|
|
13.5
|
|
—
|
|
2.8
|
|
—
|
|
13.3
|
|
||||||
Operating income (loss)
|
70.5
|
|
22.8
|
|
40.0
|
|
28.9
|
|
(17.3
|
)
|
16.3
|
|
||||||
Interest expense
|
48.8
|
|
41.2
|
|
39.5
|
|
41.2
|
|
2.5
|
|
41.8
|
|
||||||
Other income
|
—
|
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
—
|
|
||||||
Loss on extinguishment of debt
(f)
|
—
|
|
—
|
|
13.6
|
|
1.3
|
|
—
|
|
—
|
|
||||||
Income tax (expense) benefit
|
(1.8
|
)
|
(1.8
|
)
|
(1.4
|
)
|
(1.9
|
)
|
(0.4
|
)
|
5.1
|
|
||||||
Income (loss) from continuing operations
|
19.9
|
|
(20.2
|
)
|
(14.5
|
)
|
(15.4
|
)
|
(20.2
|
)
|
(20.4
|
)
|
||||||
(Loss) gain on sale of real estate improvements
(g)
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
0.1
|
|
||||||
Net income (loss) from continuing operations
|
19.9
|
|
(20.2
|
)
|
(14.5
|
)
|
(15.6
|
)
|
$
|
(20.2
|
)
|
$
|
(20.3
|
)
|
||||
Noncontrolling interest in net loss
|
—
|
|
(4.8
|
)
|
(6.7
|
)
|
(10.3
|
)
|
|
|
||||||||
Net income (loss) attributed to common shareholders
|
$
|
19.9
|
|
$
|
(15.4
|
)
|
$
|
(7.8
|
)
|
$
|
(5.3
|
)
|
|
|
||||
Per share data:
|
|
|
|
|
|
|
||||||||||||
Basic weighted average common shares outstanding
|
78.3
|
|
54.3
|
|
29.2
|
|
20.9
|
|
|
|
||||||||
Diluted weighted average common shares outstanding
|
79.0
|
|
54.3
|
|
29.2
|
|
20.9
|
|
|
|
||||||||
Basic and diluted income (loss) per common share
|
$
|
0.24
|
|
$
|
(0.30
|
)
|
$
|
(0.30
|
)
|
$
|
(0.28
|
)
|
|
|
||||
Dividends declared per share
|
$
|
1.52
|
|
$
|
1.26
|
|
$
|
0.84
|
|
$
|
0.64
|
|
|
|
||||
Balance Sheet Data (at year end):
|
|
|
|
|
|
|
||||||||||||
Investment in real estate, net
|
$
|
2,023.1
|
|
$
|
1,392.0
|
|
$
|
1,051.4
|
|
$
|
883.8
|
|
|
$
|
706.9
|
|
||
Total assets
|
2,852.4
|
|
2,195.6
|
|
1,571.0
|
|
1,506.8
|
|
|
1,210.9
|
|
|||||||
Debt
(h)
|
1,250.9
|
|
1,008.7
|
|
657.7
|
|
541.7
|
|
|
557.2
|
|
|||||||
Lease financing arrangements
(i)
|
135.7
|
|
150.0
|
|
53.4
|
|
56.3
|
|
|
60.8
|
|
|||||||
Noncontrolling interest/Parent net investment
(j)
|
—
|
|
—
|
|
256.2
|
|
455.6
|
|
|
500.1
|
|
|||||||
Other Financial Data:
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
$
|
731.1
|
|
$
|
234.5
|
|
$
|
284.2
|
|
$
|
220.9
|
|
$
|
7.7
|
|
$
|
228.3
|
|
(a)
|
Represents a restructuring charge recognized in 2013 as a result of moving certain administrative functions to the Company's corporate office.
|
(b)
|
Represents legal, accounting and consulting fees incurred in connection with the formation transactions, our qualification as a REIT and completed and potential business combinations, integration of acquisitions, failed transactions and costs of secondary offerings.
|
(c)
|
Represents management fees charged by CBI for services it provided to the Predecessor including executive management, legal, treasury, human resources, accounting, tax, internal audit and IT services.
|
(d)
|
Represents the sale by the Predecessor of most of its trade and other accounts receivable to Cincinnati Bell Funding LLC (CBF), a bankruptcy-remote subsidiary of CBI, at a 2.5% discount to the receivables’ face value. Effective October 1, 2012, we terminated our participation in this program.
|
(e)
|
See Item 7 for discussion of costs incurred in 2016. In 2015, amount recognized related primarily to the exit of Austin 1 and loss on disposal of certain other assets. In 2013, amount recognized represents asset impairments recognized on real estate related equipment. In 2012, amount recognized represents impairments for customer relationship intangible and property and equipment primarily related to our GramTel acquisition.
|
(f)
|
Represents a loss of $13.6 million associated with the repurchase of 6.375% senior notes and the write-off of deferred financing costs in 2014. The 2013 amount represents the termination of the financing obligations for two of our facilities by purchasing the properties from the former lessors. Losses of $1.3 million were recognized in 2013 upon the termination of these obligations.
|
(g)
|
Represents the (loss) gain that was recognized on the sale of equipment in connection with upgrading of the equipment at various data center facilities.
|
(h)
|
See Note 10, Long-Term Debt, Capital Lease Obligations and Lease Financing Arrangements to our audited consolidated financial statements included elsewhere in the Annual Report on Form 10-K for details of Long-term debt as of December 31, 2016 and 2015. As of December 31, 2013 and 2012, debt consisted of our $525 million 6.375% senior notes due 2022 and capital lease obligations. For prior periods, debt reflects related party notes payable and capital lease obligations.
|
(i)
|
Lease financing arrangements represent leases of real estate where we were involved in the construction of structural improvements to develop buildings into data centers. When we bear substantially all the construction period risk, such as managing or funding construction, we are deemed to be the accounting owner of the leased property. These transactions generally do not qualify for sale-leaseback accounting due to our continued involvement in these data center operations. For these transactions, at the lease inception date, we recognize the fair value of the leased building as an asset in investment in real estate and as a liability in other financing arrangements. See Note 10, Long-Term Debt, Capital Lease Obligations and Lease Financing Arrangements to our audited consolidated financial statements.
|
(j)
|
Prior to November 20, 2012, the historical financial statements have been prepared on a “carve-out” basis from CBI’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to the data center business and include allocations of income, expenses, assets and liabilities from CBI. These allocations reflect significant assumptions, and the consolidated financial statements do not fully reflect what the financial position, results of operations and cash flows would have been had CyrusOne been a stand-alone company during the periods prior to November 20, 2012. As a result, historical financial information prior to November 20, 2012 is not necessarily indicative of CyrusOne’s future results of operations, financial position and cash flows.
|
IN MILLIONS
|
|
|
||||
|
December 31, 2015
|
December 31, 2014
|
||||
Revenue:
|
|
|
||||
Data center colocation agreement provided to CBT and CBTS
(a)
|
$
|
7.8
|
|
$
|
6.4
|
|
229 West 7th Street lease provided to CBT
(b)
|
1.9
|
|
2.0
|
|
||
Goldcoast Drive/Parkway (Mason) lease
(c)
|
0.3
|
|
0.4
|
|
||
Transition services provided to CBTS (network interfaces)
(d)
|
0.3
|
|
0.4
|
|
||
Data center leases provided to CBTS
(e)
|
12.0
|
|
13.6
|
|
||
Total revenue
|
$
|
22.3
|
|
$
|
22.8
|
|
|
|
|
||||
Operating costs and expenses:
|
|
|
||||
Transition services agreement by CBTS
(f)
|
0.7
|
|
0.8
|
|
||
Charges for services provided by CBT (connectivity)
(g)
|
1.0
|
|
1.0
|
|
||
209 West 7th Street rent provided by CBT
(h)
|
0.2
|
|
0.2
|
|
||
Total operating costs and expenses
|
$
|
1.9
|
|
$
|
2.0
|
|
IN MILLIONS, except per share data
|
|
|
|
||||||||
For the year ended December 31,
|
2016
|
2015
|
$ Change
2016 vs. 2015 |
% Change
2016 vs. 2015 |
|||||||
Revenue
|
$
|
529.1
|
|
$
|
399.3
|
|
$
|
129.8
|
|
32.5
|
%
|
|
|
|
|
|
|||||||
Property operating expenses
|
187.5
|
|
148.7
|
|
38.8
|
|
26.1
|
%
|
|||
Sales and marketing
|
16.9
|
|
12.1
|
|
4.8
|
|
39.7
|
%
|
|||
General and administrative
|
60.7
|
|
46.6
|
|
14.1
|
|
30.3
|
%
|
|||
Depreciation and amortization
|
183.9
|
|
141.5
|
|
42.4
|
|
30.0
|
%
|
|||
Transaction and acquisition integration costs
|
4.3
|
|
14.1
|
|
(9.8
|
)
|
(69.5
|
)%
|
|||
Asset impairments and loss on disposal
|
5.3
|
|
13.5
|
|
(8.2
|
)
|
(60.7
|
)%
|
|||
Costs and expenses
|
458.6
|
|
376.5
|
|
82.1
|
|
21.8
|
%
|
|||
Operating income
|
70.5
|
|
22.8
|
|
47.7
|
|
209.2
|
%
|
|||
Interest expense
|
48.8
|
|
41.2
|
|
7.6
|
|
18.4
|
%
|
|||
Net income (loss) before income taxes
|
21.7
|
|
(18.4
|
)
|
40.1
|
|
n/m
|
|
|||
Income tax expense
|
(1.8
|
)
|
(1.8
|
)
|
—
|
|
—
|
%
|
|||
Net income (loss)
|
$
|
19.9
|
|
$
|
(20.2
|
)
|
$
|
40.1
|
|
n/m
|
|
Noncontrolling interest in net loss
|
—
|
|
(4.8
|
)
|
4.8
|
|
n/m
|
|
|||
Net income (loss) attributed to common stockholders
|
$
|
19.9
|
|
$
|
(15.4
|
)
|
$
|
35.3
|
|
n/m
|
|
Operating margin
|
13.3
|
%
|
5.7
|
%
|
|
|
|||||
Capital expenditures *:
|
|
|
|
|
|||||||
Purchase of fixed assets
|
$
|
131.1
|
|
$
|
17.3
|
|
$
|
113.8
|
|
657.8
|
%
|
Other development
|
594.6
|
|
214.8
|
|
$
|
379.8
|
|
176.8
|
%
|
||
Other development recurring real estate
|
5.4
|
|
2.4
|
|
$
|
3.0
|
|
125.0
|
%
|
||
Total
|
$
|
731.1
|
|
$
|
234.5
|
|
$
|
496.6
|
|
211.8
|
%
|
Metrics information:
|
|
|
|
|
|||||||
Colocation square feet*
|
2,080,000
|
|
1,574,000
|
|
506,000
|
|
32
|
%
|
|||
Utilization rate*
|
85
|
%
|
86
|
%
|
|
|
|||||
Income (loss) per share - basic and diluted
|
$
|
0.24
|
|
$
|
(0.30
|
)
|
|
|
|||
Dividends declared per share
|
$
|
1.52
|
|
$
|
1.26
|
|
|
|
*
|
See “Key Operating Metrics” for a definition of capital expenditures, CSF and utilization rate.
|
IN MILLIONS, except per share data
|
|
|
|
|
|||||||
For the year ended December 31,
|
2015
|
2014
|
$ Change
2015 vs. 2014 |
% Change
2015 vs. 2014 |
|||||||
Revenue
|
$
|
399.3
|
|
$
|
330.9
|
|
$
|
68.4
|
|
20.7
|
%
|
Costs and expenses:
|
|
|
|
|
|||||||
Property operating expenses
|
148.7
|
|
124.5
|
|
24.2
|
|
19.4
|
%
|
|||
Sales and marketing
|
12.1
|
|
12.8
|
|
(0.7
|
)
|
(5.5
|
)%
|
|||
General and administrative
|
46.6
|
|
34.6
|
|
12.0
|
|
34.7
|
%
|
|||
Depreciation and amortization
|
141.5
|
|
118.0
|
|
23.5
|
|
19.9
|
%
|
|||
Transaction and acquisition integration costs
|
14.1
|
|
1.0
|
|
13.1
|
|
n/m
|
|
|||
Asset impairments and loss on disposal
|
13.5
|
|
—
|
|
13.5
|
|
n/m
|
|
|||
Total costs and expenses
|
376.5
|
|
290.9
|
|
85.6
|
|
29.4
|
%
|
|||
Operating income (loss)
|
22.8
|
|
40.0
|
|
(17.2
|
)
|
(43.0
|
)%
|
|||
Interest expense
|
41.2
|
|
39.5
|
|
1.7
|
|
4.3
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
13.6
|
|
(13.6
|
)
|
n/m
|
|
|||
Net loss before income taxes
|
(18.4
|
)
|
(13.1
|
)
|
(5.3
|
)
|
40.5
|
%
|
|||
Income tax expense
|
(1.8
|
)
|
(1.4
|
)
|
(0.4
|
)
|
28.6
|
%
|
|||
Loss from continuing operations
|
$
|
(20.2
|
)
|
$
|
(14.5
|
)
|
(5.7
|
)
|
39.3
|
%
|
|
Noncontrolling interest in net loss
|
(4.8
|
)
|
(6.7
|
)
|
1.9
|
|
(28.4
|
)%
|
|||
Net loss attributed to common stockholders
|
$
|
(15.4
|
)
|
$
|
(7.8
|
)
|
(7.6
|
)
|
97.4
|
%
|
|
Operating margin
|
5.7
|
%
|
12.1
|
%
|
|
|
|||||
Capital expenditures *:
|
|
|
|
|
|||||||
Acquisitions of real estate
|
$
|
17.3
|
|
$
|
—
|
|
$
|
17.3
|
|
n/m
|
|
Development of real estate
|
214.8
|
|
280.4
|
|
(65.6
|
)
|
(23.4
|
)%
|
|||
Recurring real estate
|
2.4
|
|
3.8
|
|
(1.4
|
)
|
(36.8
|
)%
|
|||
Total
|
$
|
234.5
|
|
$
|
284.2
|
|
$
|
(49.7
|
)
|
(17.5
|
)%
|
Metrics information:
|
|
|
|
|
|||||||
Colocation square feet*
|
1,574,000
|
|
1,225,000
|
|
349,000
|
|
28
|
%
|
|||
Utilization rate*
|
86
|
%
|
88
|
%
|
|
(2 pts)
|
|
||||
Loss per share - basic and diluted
|
$
|
(0.30
|
)
|
$
|
(0.30
|
)
|
|
|
|||
Dividends declared per share
|
$
|
1.26
|
|
$
|
0.84
|
|
|
|
*
|
See “Key Operating Metrics” for a definition of capital expenditures, CSF and utilization rate.
|
|
Year Ended
|
||||||||
|
December 31,
|
||||||||
2016
|
2015
|
2014
|
|||||||
Net income (loss)
|
$
|
19.9
|
|
$
|
(20.2
|
)
|
$
|
(14.5
|
)
|
Adjustments:
|
|
|
|
||||||
Real estate depreciation and amortization
|
157.6
|
|
117.0
|
|
95.9
|
|
|||
Asset impairments and loss on disposal
|
5.3
|
|
13.5
|
|
—
|
|
|||
Funds from Operations (FFO)
|
$
|
182.8
|
|
$
|
110.3
|
|
$
|
81.4
|
|
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
|||
Amortization of customer relationship intangibles
|
20.1
|
|
18.5
|
|
16.9
|
|
|||
Transaction and acquisition integration costs
|
4.3
|
|
14.1
|
|
1.0
|
|
|||
Severance and management transition costs
|
1.9
|
|
6.0
|
|
—
|
|
|||
Legal claim costs
|
1.1
|
|
0.4
|
|
—
|
|
|||
Lease exit costs
|
—
|
|
1.4
|
|
—
|
|
|||
Normalized Funds from Operations (Normalized FFO)
|
$
|
210.2
|
|
$
|
150.7
|
|
$
|
112.9
|
|
|
Year Ended
|
||||||||
|
December 31,
|
||||||||
2016
|
2015
|
2014
|
|||||||
Revenue
|
$
|
529.1
|
|
$
|
399.3
|
|
$
|
330.9
|
|
Property operating expenses
|
187.5
|
|
148.7
|
|
124.5
|
|
|||
Net Operating Income
|
$
|
341.6
|
|
$
|
250.6
|
|
$
|
206.4
|
|
Sales and marketing
|
16.9
|
|
12.1
|
|
12.8
|
|
|||
General and administrative
|
60.7
|
|
46.6
|
|
34.6
|
|
|||
Depreciation and amortization
|
183.9
|
|
141.5
|
|
118.0
|
|
|||
Transaction and acquisition integration costs
|
4.3
|
|
14.1
|
|
1.0
|
|
|||
Asset impairments and loss on disposal
|
5.3
|
|
13.5
|
|
—
|
|
|||
Interest expense
|
48.8
|
|
41.2
|
|
39.5
|
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
|||
Income tax expense
|
1.8
|
|
1.8
|
|
1.4
|
|
|||
Net Income (Loss)
|
$
|
19.9
|
|
$
|
(20.2
|
)
|
$
|
(14.5
|
)
|
•
|
A minimum fixed charge ratio;
|
•
|
Maximum total and secured leverage ratios;
|
•
|
A minimum consolidated tangible net worth ratio;
|
•
|
A maximum secured recourse indebtedness ratio;
|
•
|
A minimum unencumbered debt yield ratio; and
|
•
|
A maximum ratio of unsecured indebtedness to unencumbered asset value.
|
IN MILLIONS
|
|
|
|
||||||
|
Year Ended December 31, 2016
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
||||||
Cash provided by operations
|
$
|
180.6
|
|
$
|
140.2
|
|
$
|
111.1
|
|
Cash used in investing activities
|
(729.6
|
)
|
(625.6
|
)
|
(284.2
|
)
|
|||
Cash provided by financing activities
|
549.3
|
|
463.2
|
|
60.8
|
|
IN MILLIONS
|
Total
|
< 1 Year
|
1-3 Years
|
3-5 years
|
Thereafter
|
||||||||||
6.375% senior notes
(1)
|
$
|
474.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
474.8
|
|
Credit facility
(1)
|
785.0
|
|
—
|
|
—
|
|
485.0
|
|
300.0
|
|
|||||
Capital lease obligations
|
10.8
|
|
3.3
|
|
3.2
|
|
3.3
|
|
1.0
|
|
|||||
Interest payments on senior notes, credit agreement, capital leases and lease financing arrangements
(2)
|
333.3
|
|
58.8
|
|
115.7
|
|
110.2
|
|
48.6
|
|
|||||
Non-cancellable operating leases
|
20.1
|
|
7.2
|
|
6.3
|
|
1.9
|
|
4.7
|
|
|||||
Construction commitments and purchase obligations
(3)
|
171.2
|
|
170.8
|
|
0.4
|
|
—
|
|
—
|
|
|||||
Lease financing arrangements and other liabilities
(4)
|
136.0
|
|
8.8
|
|
14.3
|
|
24.7
|
|
88.2
|
|
|||||
Total
(5)
|
$
|
1,931.2
|
|
$
|
248.9
|
|
$
|
139.9
|
|
$
|
625.1
|
|
$
|
917.3
|
|
(1)
|
Represents the principal portion of the 6.375% senior notes, Revolving Credit Facility and Term Loans.
|
(2)
|
Includes contractual interest payments on the 6.375% senior notes, Revolving Credit Facility, Term Loans, capital leases and lease financing arrangements assuming no early payment of debt in future periods and the exercise of the one-year extension option on the Revolving Credit Facility.
|
(3)
|
We have issued purchase orders for construction related activities. CyrusOne has non-cancellable purchase commitments related to certain services and contracts related to construction of data center facilities and equipment. These agreements range from
one
to
two years
and provide for payments for early termination or require minimum payments for the remaining term.
|
(4)
|
Represents lease financing arrangements of
$135.7 million
for leased data centers where we are deemed the accounting owner, and asset retirement obligations of
$0.3 million
.
|
(5)
|
Employment contracts have been excluded from this table for named executive officers as the Proxy and other SEC filings have those details. All other employees are subject to at-will employment.
|
IN MILLIONS
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total Carrying
Value |
Total Fair
Value |
|||||||||||||
Fixed-rate debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
477.3
|
|
$
|
477.3
|
|
$
|
502.1
|
|
||
Average interest rate on fixed-rate debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.375
|
%
|
|
|
|||||||
Variable-rate debt (Revolving Credit Facility)
|
—
|
|
—
|
|
—
|
|
$
|
235.0
|
|
—
|
|
—
|
|
$
|
235.0
|
|
$
|
235.0
|
|
||
Average interest rate on variable-rate debt
|
—
|
|
—
|
|
—
|
|
2.166
|
%
|
—
|
|
—
|
|
|
|
|||||||
Variable-rate debt (Term Loans)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
300.0
|
|
$
|
300.0
|
|
$
|
300.0
|
|
||
Average interest rate on variable-rate debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.121
|
%
|
|
|
|||||||
Variable-rate debt (Term Loans)
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
250.0
|
|
—
|
|
$
|
250.0
|
|
$
|
250.0
|
|
||
Average interest rate on variable-rate debt
|
—
|
|
—
|
|
—
|
|
—
|
|
2.121
|
%
|
—
|
|
|
|
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
Page No.
|
Consolidated Financial Statements of CyrusOne Inc.
|
|
Note 1 - Description of Business
|
|
Note 2 - Formation and Recent Developments
|
|
Note 3 - Basis of Presentation
|
|
Note 4 - Significant Accounting Policies
|
|
Note 5 - Recently Issued Accounting Standards
|
|
Note 6 - Acquisitions and Purchase of Fixed Assets
|
|
Note 7 - Investment in Real Estate
|
|
Note 8 - Notes Receivable
|
|
Note 9 - Goodwill, Intangible and Other Long-Lived Assets
|
|
Note 10 - Long-Term Debt, Capital Lease Obligations and Lease Financing Arrangements
|
|
Note 11 - Fair Value of Financial Instruments
|
|
Note 12 - Noncontrolling Interest - Operating Partnership
|
|
Note 13 - Dividends
|
|
Note 14 - Customer Leases
|
|
Note 15 - Employee Benefit Plans
|
|
Note 16 - Income (Loss) Per Share
|
|
Note 17 - Stock-Based Compensation Plans
|
|
Note 18 - Related Party Transactions
|
|
Note 19 - Income Taxes
|
|
Note 20 - Commitments and Contingencies
|
|
Note 21 - Guarantors
|
|
Note 22 - Quarterly Financial Information (Unaudited)
|
|
Note 23 - Subsequent Event
|
IN MILLIONS, except share and per share amounts
|
|
|
||||
As of
|
December 31, 2016
|
December 31, 2015
|
||||
Assets
|
|
|
||||
Investment in real estate:
|
|
|
||||
Land
|
$
|
142.7
|
|
$
|
93.0
|
|
Buildings and improvements
|
1,008.9
|
|
905.3
|
|
||
Equipment
|
1,042.9
|
|
598.2
|
|
||
Construction in progress
|
407.1
|
|
231.1
|
|
||
Subtotal
|
2,601.6
|
|
1,827.6
|
|
||
Accumulated depreciation
|
(578.5
|
)
|
(435.6
|
)
|
||
Net investment in real estate
|
2,023.1
|
|
1,392.0
|
|
||
Cash and cash equivalents
|
14.6
|
|
14.3
|
|
||
Rent and other receivables
(net of allowance for doubtful accounts of $2.1 and $1.0 as of December 31, 2016 and December 31, 2015, respectively)
|
83.3
|
|
76.1
|
|
||
Restricted cash
|
—
|
|
1.5
|
|
||
Goodwill
|
455.1
|
|
453.4
|
|
||
Intangible assets
(net of accumulated amortization of $110.7 and $90.6 as of December 31, 2016 and December 31, 2015, respectively)
|
150.2
|
|
170.3
|
|
||
Other assets
|
126.1
|
|
88.0
|
|
||
Total assets
|
$
|
2,852.4
|
|
$
|
2,195.6
|
|
Liabilities and equity
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
227.1
|
|
$
|
136.6
|
|
Deferred revenue
|
76.7
|
|
78.7
|
|
||
Capital lease obligations
|
10.8
|
|
12.2
|
|
||
Long-term debt, net
|
1,240.1
|
|
996.5
|
|
||
Lease financing arrangements
|
135.7
|
|
150.0
|
|
||
Total liabilities
|
1,690.4
|
|
1,374.0
|
|
||
Commitment and contingencies
|
|
|
||||
Equity
|
|
|
||||
Preferred stock, $.01 par value, 100,000,000 authorized; no shares issued or outstanding
|
—
|
|
—
|
|
||
Common stock, $.01 par value, 500,000,000 shares authorized and 83,536,250 and 72,556,334 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
0.8
|
|
0.7
|
|
||
Additional paid in capital
|
1,412.3
|
|
967.2
|
|
||
Accumulated deficit
|
(249.8
|
)
|
(145.9
|
)
|
||
Accumulated other comprehensive loss
|
(1.3
|
)
|
(0.4
|
)
|
||
Total shareholders’ equity
|
1,162.0
|
|
821.6
|
|
||
Total liabilities and equity
|
$
|
2,852.4
|
|
$
|
2,195.6
|
|
IN MILLIONS, except per share data
|
|
|
|
||||||
|
Year Ended
December 31, 2016 |
Year Ended
December 31, 2015 |
Year Ended
December 31, 2014 |
||||||
Revenue
|
$
|
529.1
|
|
$
|
399.3
|
|
$
|
330.9
|
|
Costs and expenses:
|
|
|
|
||||||
Property operating expenses
|
187.5
|
|
148.7
|
|
124.5
|
|
|||
Sales and marketing
|
16.9
|
|
12.1
|
|
12.8
|
|
|||
General and administrative
|
60.7
|
|
46.6
|
|
34.6
|
|
|||
Depreciation and amortization
|
183.9
|
|
141.5
|
|
118.0
|
|
|||
Transaction and acquisition integration costs
|
4.3
|
|
14.1
|
|
1.0
|
|
|||
Asset impairments and loss on disposal
|
5.3
|
|
13.5
|
|
—
|
|
|||
Total costs and expenses
|
458.6
|
|
376.5
|
|
290.9
|
|
|||
Operating income
|
70.5
|
|
22.8
|
|
40.0
|
|
|||
Interest expense
|
48.8
|
|
41.2
|
|
39.5
|
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
|||
Net income (loss) before income taxes
|
21.7
|
|
(18.4
|
)
|
(13.1
|
)
|
|||
Income tax expense
|
(1.8
|
)
|
(1.8
|
)
|
(1.4
|
)
|
|||
Net income (loss)
|
19.9
|
|
(20.2
|
)
|
(14.5
|
)
|
|||
Noncontrolling interest in net loss
|
—
|
|
(4.8
|
)
|
(6.7
|
)
|
|||
Net income (loss) attributed to common stockholders
|
$
|
19.9
|
|
$
|
(15.4
|
)
|
$
|
(7.8
|
)
|
Basic weighted average common shares outstanding
|
78.3
|
|
54.3
|
|
29.2
|
|
|||
Diluted weighted average common shares outstanding
|
79.0
|
|
54.3
|
|
29.2
|
|
|||
Income (loss) per share - basic and diluted
|
$
|
0.24
|
|
$
|
(0.30
|
)
|
$
|
(0.30
|
)
|
IN MILLIONS
|
|
|
|
||||||
|
Year Ended
December 31, 2016 |
Year Ended
December 31, 2015 |
Year Ended
December 31, 2014 |
||||||
Net income (loss)
|
$
|
19.9
|
|
$
|
(20.2
|
)
|
$
|
(14.5
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||||
Foreign currency translation adjustments
|
(0.9
|
)
|
(0.2
|
)
|
(0.3
|
)
|
|||
Comprehensive income (loss)
|
19.0
|
|
(20.4
|
)
|
(14.8
|
)
|
|||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
(4.8
|
)
|
(6.8
|
)
|
|||
Comprehensive income (loss) attributable to CyrusOne Inc.
|
$
|
19.0
|
|
$
|
(15.6
|
)
|
$
|
(8.0
|
)
|
|
Shareholder’s Equity/ Parent’s Net Investment
|
|
|
||||||||||||||||||||
IN MILLIONS
|
Shares of common stock outstanding
|
Common Stock
|
Accumulated Deficit
|
Paid-In
Capital
|
Accumulated Other Comprehensive Loss
|
Total Shareholder’s Equity/ Parent’s Net Investment
|
Non-Controlling Interest
|
Total Equity
|
|||||||||||||||
Balance as of January 1, 2014
|
22.0
|
|
$
|
0.2
|
|
$
|
(18.9
|
)
|
$
|
340.7
|
|
$
|
—
|
|
$
|
322.0
|
|
$
|
455.6
|
|
$
|
777.6
|
|
Net loss
|
—
|
|
—
|
|
(14.5
|
)
|
—
|
|
—
|
|
(14.5
|
)
|
—
|
|
(14.5
|
)
|
|||||||
Noncontrolling interest allocated net loss
|
—
|
|
—
|
|
6.7
|
|
—
|
|
—
|
|
6.7
|
|
(6.7
|
)
|
—
|
|
|||||||
Stock issuance costs
|
—
|
|
—
|
|
—
|
|
(1.3
|
)
|
—
|
|
(1.3
|
)
|
—
|
|
(1.3
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
(0.2
|
)
|
(0.1
|
)
|
(0.3
|
)
|
|||||||
Stock-based compensation
|
0.7
|
|
—
|
|
—
|
|
10.3
|
|
—
|
|
10.3
|
|
—
|
|
10.3
|
|
|||||||
Issuance of common stock
|
16.0
|
|
0.2
|
|
—
|
|
355.8
|
|
—
|
|
356.0
|
|
—
|
|
356.0
|
|
|||||||
Redemption of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(189.0
|
)
|
—
|
|
(189.0
|
)
|
(166.9
|
)
|
(355.9
|
)
|
|||||||
Dividends declared, $0.84 per share
|
—
|
|
—
|
|
(29.2
|
)
|
—
|
|
—
|
|
(29.2
|
)
|
(25.7
|
)
|
(54.9
|
)
|
|||||||
Balance as of December 31, 2014
|
38.7
|
|
$
|
0.4
|
|
$
|
(55.9
|
)
|
$
|
516.5
|
|
$
|
(0.2
|
)
|
$
|
460.8
|
|
$
|
256.2
|
|
$
|
717.0
|
|
Net loss
|
—
|
|
—
|
|
(20.2
|
)
|
—
|
|
—
|
|
(20.2
|
)
|
—
|
|
(20.2
|
)
|
|||||||
Noncontrolling interest allocated net loss
|
—
|
|
—
|
|
4.8
|
|
—
|
|
—
|
|
4.8
|
|
(4.8
|
)
|
—
|
|
|||||||
Stock issuance costs
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|||||||
Stock-based compensation
|
0.3
|
|
—
|
|
—
|
|
14.4
|
|
—
|
|
14.4
|
|
—
|
|
14.4
|
|
|||||||
Tax payment upon exercise of equity awards
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
|||||||
Issuance of common stock
|
33.6
|
|
0.3
|
|
—
|
|
799.2
|
|
—
|
|
799.5
|
|
—
|
|
799.5
|
|
|||||||
Redemption of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(412.3
|
)
|
—
|
|
(412.3
|
)
|
(184.1
|
)
|
(596.4
|
)
|
|||||||
Conversion of operating partnership units to common stock
|
—
|
|
—
|
|
—
|
|
51.0
|
|
—
|
|
51.0
|
|
(51.0
|
)
|
—
|
|
|||||||
Dividends declared, $1.26 per share
|
—
|
|
—
|
|
(74.6
|
)
|
—
|
|
—
|
|
(74.6
|
)
|
(16.3
|
)
|
(90.9
|
)
|
|||||||
Balance as of December 31, 2015
|
72.6
|
|
$
|
0.7
|
|
$
|
(145.9
|
)
|
$
|
967.2
|
|
$
|
(0.4
|
)
|
$
|
821.6
|
|
$
|
—
|
|
$
|
821.6
|
|
Net income
|
—
|
|
—
|
|
19.9
|
|
—
|
|
—
|
|
19.9
|
|
—
|
|
19.9
|
|
|||||||
Stock issuance costs
|
—
|
|
—
|
|
—
|
|
(1.6
|
)
|
—
|
|
(1.6
|
)
|
—
|
|
(1.6
|
)
|
|||||||
Stock-based compensation
|
0.6
|
|
—
|
|
—
|
|
12.3
|
|
—
|
|
12.3
|
|
—
|
|
12.3
|
|
|||||||
Tax payment upon exercise of equity awards
|
(0.5
|
)
|
—
|
|
—
|
|
(14.2
|
)
|
—
|
|
(14.2
|
)
|
—
|
|
(14.2
|
)
|
|||||||
Issuance of common stock
|
10.8
|
|
0.1
|
|
—
|
|
448.6
|
|
—
|
|
448.7
|
|
—
|
|
448.7
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
|||||||
Dividends declared, $1.52 per share
|
—
|
|
—
|
|
(123.8
|
)
|
—
|
|
—
|
|
(123.8
|
)
|
—
|
|
(123.8
|
)
|
|||||||
Balance at December 31, 2016
|
83.5
|
|
$
|
0.8
|
|
$
|
(249.8
|
)
|
$
|
1,412.3
|
|
$
|
(1.3
|
)
|
$
|
1,162.0
|
|
$
|
—
|
|
$
|
1,162.0
|
|
IN MILLIONS
|
|
||||||||
|
Year Ended
December 31, 2016 |
Year Ended
December 31, 2015 |
Year Ended
December 31, 2014 |
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net income (loss)
|
$
|
19.9
|
|
$
|
(20.2
|
)
|
$
|
(14.5
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
183.9
|
|
141.5
|
|
118.0
|
|
|||
Provision for bad debt
|
1.6
|
|
—
|
|
0.8
|
|
|||
Asset impairments and loss on disposal
|
5.3
|
|
13.5
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
|||
Non-cash interest expense
|
4.8
|
|
3.4
|
|
3.4
|
|
|||
Stock-based compensation expense
|
12.3
|
|
14.4
|
|
10.3
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
||||||
Rent receivables and other assets
|
(51.7
|
)
|
(23.9
|
)
|
(37.0
|
)
|
|||
Accounts payable and accrued expenses
|
7.0
|
|
7.0
|
|
6.9
|
|
|||
Deferred revenues
|
(2.5
|
)
|
5.4
|
|
9.8
|
|
|||
Due to affiliates
|
—
|
|
(0.9
|
)
|
(0.2
|
)
|
|||
Net cash provided by operating activities
|
180.6
|
|
140.2
|
|
111.1
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Capital expenditures – purchase of fixed assets
|
(131.1
|
)
|
(17.3
|
)
|
—
|
|
|||
Capital expenditures – other development
|
(600.0
|
)
|
(217.2
|
)
|
(284.2
|
)
|
|||
Business acquisition, net of cash acquired
|
—
|
|
(398.4
|
)
|
—
|
|
|||
Changes in restricted cash
|
1.5
|
|
7.3
|
|
—
|
|
|||
Net cash used in investing activities
|
(729.6
|
)
|
(625.6
|
)
|
(284.2
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Issuance of common stock
|
448.7
|
|
799.5
|
|
356.0
|
|
|||
Stock issuance costs
|
(1.6
|
)
|
(0.8
|
)
|
(1.3
|
)
|
|||
Acquisition of operating partnership units
|
—
|
|
(596.4
|
)
|
(355.9
|
)
|
|||
Dividends paid
|
(114.3
|
)
|
(80.8
|
)
|
(50.9
|
)
|
|||
Borrowings from credit facility
|
710.0
|
|
260.0
|
|
315.0
|
|
|||
Payments on credit facility
|
(460.0
|
)
|
(10.0
|
)
|
(30.0
|
)
|
|||
Payments on senior notes
|
—
|
|
—
|
|
(150.2
|
)
|
|||
Proceeds from issuance of debt
|
—
|
|
103.8
|
|
—
|
|
|||
Payments on capital leases and lease financing arrangements
|
(9.1
|
)
|
(5.9
|
)
|
(3.9
|
)
|
|||
Payment of note payable
|
(1.5
|
)
|
—
|
|
—
|
|
|||
Debt issuance costs
|
(8.7
|
)
|
(5.4
|
)
|
(5.2
|
)
|
|||
Payment of debt extinguishment costs
|
—
|
|
—
|
|
(12.8
|
)
|
|||
Tax payment upon exercise of equity awards
|
(14.2
|
)
|
(0.8
|
)
|
—
|
|
|||
Net cash provided by financing activities
|
549.3
|
|
463.2
|
|
60.8
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
0.3
|
|
(22.2
|
)
|
(112.3
|
)
|
|||
Cash and cash equivalents at beginning of period
|
14.3
|
|
36.5
|
|
148.8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
14.6
|
|
$
|
14.3
|
|
$
|
36.5
|
|
Supplemental disclosures
|
|
|
|
||||||
Cash paid for interest, net of amount capitalized
|
$
|
55.0
|
|
$
|
43.7
|
|
$
|
41.3
|
|
Cash paid for income taxes
|
1.2
|
|
3.4
|
|
0.4
|
|
|||
Capitalized interest
|
10.6
|
|
6.1
|
|
4.6
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
||||||
Acquisition and development of properties in accounts payable and other liabilities
|
132.7
|
|
59.2
|
|
26.8
|
|
|||
Dividends payable
|
33.9
|
|
23.6
|
|
14.3
|
|
IN MILLIONS
|
|
|
|
|
|
|
||||||||||||
As of December 31,
|
2016
|
2015
|
||||||||||||||||
|
Land
|
Building and
Improvements |
Equipment
|
Land
|
Building and
Improvements |
Equipment
|
||||||||||||
Dallas - Carrollton
|
$
|
16.1
|
|
$
|
57.6
|
|
$
|
154.0
|
|
$
|
16.1
|
|
$
|
52.7
|
|
$
|
116.5
|
|
Houston - Houston West I
|
1.4
|
|
85.0
|
|
48.4
|
|
1.4
|
|
84.8
|
|
46.4
|
|
||||||
Dallas - Lewisville
|
—
|
|
76.7
|
|
33.7
|
|
—
|
|
76.6
|
|
24.9
|
|
||||||
Cincinnati - 7th Street
|
0.9
|
|
110.6
|
|
21.0
|
|
0.9
|
|
110.6
|
|
19.6
|
|
||||||
Northern Virginia - Sterling II
|
—
|
|
28.7
|
|
111.8
|
|
—
|
|
—
|
|
—
|
|
||||||
Totowa - Madison
|
—
|
|
28.3
|
|
50.8
|
|
—
|
|
28.3
|
|
48.8
|
|
||||||
Wappingers Falls I
|
—
|
|
11.3
|
|
17.1
|
|
—
|
|
11.3
|
|
14.4
|
|
||||||
Cincinnati - North Cincinnati
|
4.0
|
|
77.3
|
|
9.0
|
|
4.0
|
|
77.3
|
|
7.6
|
|
||||||
Houston - Houston West II
|
2.8
|
|
23.1
|
|
49.0
|
|
2.0
|
|
22.6
|
|
47.1
|
|
||||||
San Antonio I
|
4.6
|
|
32.1
|
|
33.6
|
|
4.6
|
|
32.1
|
|
33.0
|
|
||||||
Chicago - Aurora I
|
2.4
|
|
28.5
|
|
99.9
|
|
—
|
|
—
|
|
—
|
|
||||||
Phoenix - Chandler II
|
—
|
|
16.1
|
|
38.8
|
|
—
|
|
16.0
|
|
39.5
|
|
||||||
Houston - Galleria
|
—
|
|
68.6
|
|
16.6
|
|
—
|
|
68.6
|
|
16.0
|
|
||||||
Florence
|
2.2
|
|
41.9
|
|
4.9
|
|
2.2
|
|
41.5
|
|
3.3
|
|
||||||
Austin II
|
2.0
|
|
23.4
|
|
6.6
|
|
2.0
|
|
23.2
|
|
5.7
|
|
||||||
San Antonio II
|
7.0
|
|
29.0
|
|
59.4
|
|
7.0
|
|
—
|
|
0.1
|
|
||||||
Northern Virginia - Sterling I
|
7.0
|
|
19.7
|
|
47.2
|
|
7.0
|
|
19.2
|
|
45.2
|
|
||||||
Phoenix - Chandler I
|
14.8
|
|
56.8
|
|
56.5
|
|
14.8
|
|
56.7
|
|
39.8
|
|
||||||
Cincinnati - Hamilton
|
—
|
|
50.2
|
|
5.0
|
|
—
|
|
49.2
|
|
4.4
|
|
||||||
Stamford - Riverbend
|
—
|
|
4.3
|
|
14.5
|
|
—
|
|
4.3
|
|
13.2
|
|
||||||
Phoenix - Chandler III
|
—
|
|
9.9
|
|
44.5
|
|
—
|
|
—
|
|
—
|
|
||||||
London - Great Bridgewater
|
—
|
|
25.9
|
|
0.9
|
|
—
|
|
31.2
|
|
0.8
|
|
||||||
Dallas - Midway
|
—
|
|
2.0
|
|
0.4
|
|
—
|
|
2.0
|
|
0.4
|
|
||||||
Cincinnati - Mason
|
—
|
|
20.2
|
|
1.4
|
|
—
|
|
20.2
|
|
1.0
|
|
||||||
Norwalk I
|
—
|
|
19.0
|
|
26.6
|
|
—
|
|
18.3
|
|
25.4
|
|
||||||
Dallas - Marsh
|
—
|
|
0.1
|
|
0.6
|
|
—
|
|
0.1
|
|
0.6
|
|
||||||
Chicago - Lombard
|
0.7
|
|
4.7
|
|
7.9
|
|
0.7
|
|
4.7
|
|
7.6
|
|
||||||
Stamford - Omega
|
—
|
|
3.2
|
|
1.5
|
|
—
|
|
3.2
|
|
1.5
|
|
||||||
Northern Virginia - Sterling IV
|
4.6
|
|
11.0
|
|
33.4
|
|
—
|
|
—
|
|
—
|
|
||||||
Cincinnati - Blue Ash
|
—
|
|
0.6
|
|
0.1
|
|
—
|
|
0.6
|
|
0.1
|
|
||||||
Totowa - Commerce
|
—
|
|
4.1
|
|
1.4
|
|
—
|
|
4.1
|
|
1.0
|
|
||||||
South Bend - Crescent
|
—
|
|
1.7
|
|
0.2
|
|
—
|
|
3.3
|
|
0.4
|
|
||||||
Houston - Houston West III
|
18.4
|
|
9.4
|
|
13.5
|
|
18.4
|
|
4.0
|
|
0.8
|
|
||||||
Singapore - Inter Business Park
|
—
|
|
8.2
|
|
0.1
|
|
—
|
|
8.4
|
|
0.1
|
|
||||||
South Bend - Monroe
|
—
|
|
2.5
|
|
0.3
|
|
—
|
|
2.5
|
|
0.3
|
|
||||||
Cincinnati - Goldcoast
|
0.2
|
|
4.0
|
|
0.1
|
|
0.6
|
|
6.7
|
|
0.1
|
|
||||||
Austin III
|
3.3
|
|
9.7
|
|
31.8
|
|
3.3
|
|
7.4
|
|
31.5
|
|
||||||
Austin I
|
—
|
|
3.5
|
|
0.2
|
|
—
|
|
13.6
|
|
1.0
|
|
||||||
Austin Land A
|
8.0
|
|
—
|
|
0.2
|
|
8.0
|
|
—
|
|
0.1
|
|
||||||
Chicago - Aurora Land A
|
2.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Phoenix - Chandler Land A
|
10.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Chicago - Aurora Land B
|
5.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Northern Virginia - Sterling Land A
|
24.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
142.7
|
|
$
|
1,008.9
|
|
$
|
1,042.9
|
|
$
|
93.0
|
|
$
|
905.3
|
|
$
|
598.2
|
|
IN MILLIONS
|
|
|
||||
For the year ended December 31,
|
2016
|
2015
|
||||
Note 1
|
$
|
3.9
|
|
$
|
—
|
|
Note 2
|
2.2
|
|
2.5
|
|
||
Note 3
|
0.5
|
|
—
|
|
||
Total
|
$
|
6.6
|
|
$
|
2.5
|
|
IN MILLIONS
|
|
|
|
|
|
|
|
||||||||||||
For the year ended December 31,
|
|
2016
|
2015
|
||||||||||||||||
|
Weighted-
Average Remaining Life (in years) |
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Total
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Total
|
||||||||||||
Customer relationships
|
12
|
$
|
247.1
|
|
$
|
(106.3
|
)
|
$
|
140.8
|
|
$
|
247.1
|
|
$
|
(87.5
|
)
|
$
|
159.6
|
|
Trademark
|
9
|
7.4
|
|
(3.2
|
)
|
4.2
|
|
7.4
|
|
(2.7
|
)
|
4.7
|
|
||||||
Favorable leasehold interest
|
48
|
4.1
|
|
(0.5
|
)
|
3.6
|
|
4.1
|
|
(0.4
|
)
|
3.7
|
|
||||||
Trade name
|
2
|
2.3
|
|
(0.7
|
)
|
1.6
|
|
2.3
|
|
—
|
|
2.3
|
|
||||||
Total
|
|
$
|
260.9
|
|
$
|
(110.7
|
)
|
$
|
150.2
|
|
$
|
260.9
|
|
$
|
(90.6
|
)
|
$
|
170.3
|
|
IN MILLIONS
|
|
||
2017
|
$
|
18.1
|
|
2018
|
16.2
|
|
|
2019
|
13.8
|
|
|
2020
|
12.6
|
|
|
2021
|
11.6
|
|
|
Thereafter
|
77.9
|
|
|
Total
|
$
|
150.2
|
|
IN MILLIONS
|
|
|
||||
For the year ended December 31,
|
2016
|
2015
|
||||
Credit facilities:
|
|
|
||||
Revolving Credit Facility
|
$
|
235.0
|
|
$
|
235.0
|
|
Term loans
|
550.0
|
|
300.0
|
|
||
6.375% senior notes due 2022, including bond premium
|
477.3
|
|
477.6
|
|
||
Notes payable
|
—
|
|
1.5
|
|
||
Deferred financing costs
|
(22.2
|
)
|
(17.6
|
)
|
||
Long-term debt
|
1,240.1
|
|
996.5
|
|
||
Capital lease obligations
|
10.8
|
|
12.2
|
|
||
Lease financing arrangements
|
135.7
|
|
150.0
|
|
||
Total
|
$
|
1,386.6
|
|
$
|
1,158.7
|
|
IN MILLIONS
|
Future Value of Payments
|
Interest
|
Present Value of Payments
|
||||||
2017
|
$
|
16.4
|
|
$
|
7.9
|
|
$
|
8.5
|
|
2018
|
14.3
|
|
7.5
|
|
6.8
|
|
|||
2019
|
14.5
|
|
7.0
|
|
7.5
|
|
|||
2020
|
25.4
|
|
6.4
|
|
19.0
|
|
|||
2021
|
11.4
|
|
5.7
|
|
5.7
|
|
|||
Thereafter
|
109.8
|
|
21.6
|
|
88.2
|
|
|||
Total lease financing arrangements
|
$
|
191.8
|
|
$
|
56.1
|
|
$
|
135.7
|
|
IN MILLIONS
|
Revolving Credit Facility/Term Loan
|
6.375% Senior Notes
|
Capital Leases
|
Total
|
||||||||
2017
|
$
|
—
|
|
$
|
—
|
|
$
|
3.3
|
|
$
|
3.3
|
|
2018
|
—
|
|
—
|
|
1.7
|
|
1.7
|
|
||||
2019
|
—
|
|
—
|
|
1.5
|
|
1.5
|
|
||||
2020
|
235.0
|
|
—
|
|
1.7
|
|
236.7
|
|
||||
2021
|
250.0
|
|
—
|
|
1.6
|
|
251.6
|
|
||||
Thereafter
|
300.0
|
|
474.8
|
|
1.0
|
|
775.8
|
|
||||
Total debt
|
$
|
785.0
|
|
$
|
474.8
|
|
$
|
10.8
|
|
$
|
1,270.6
|
|
IN MILLIONS
|
|
|
|
|
||||||||
For the year ended December 31,
|
2016
|
2015
|
||||||||||
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
||||||||
6.375% senior notes due 2022
|
$
|
477.3
|
|
$
|
502.1
|
|
$
|
477.6
|
|
$
|
493.8
|
|
Revolving Credit Facility and Term Loans
|
785.0
|
|
785.0
|
|
535.0
|
|
535.0
|
|
||||
Note payable
|
—
|
|
—
|
|
1.5
|
|
1.2
|
|
For the year ended December 31,
|
2015
|
|||||
(in millions, except unit amount)
|
The Company
|
CBI
|
||||
Operating partnership units
|
72.6
|
|
—
|
|
||
Ownership %
|
100.0
|
%
|
—
|
%
|
||
Portion of net income (loss)
|
$
|
(15.4
|
)
|
$
|
(4.8
|
)
|
Distributions
|
$
|
(74.6
|
)
|
$
|
(16.3
|
)
|
Record date
|
Payment date
|
Cash dividend per share or operating partnership unit
|
March 27, 2015
|
April 15, 2015
|
$0.315
|
June 26, 2015
|
July 15, 2015
|
$0.315
|
September 25, 2015
|
October 15, 2015
|
$0.315
|
December 24, 2015
|
January 8, 2016
|
$0.315
|
March 25, 2016
|
April 15, 2016
|
$0.38
|
June 24, 2016
|
July 15, 2016
|
$0.38
|
September 30, 2016
|
October 14, 2016
|
$0.38
|
December 30, 2016
|
January 13, 2017
|
$0.38
|
IN MILLIONS
|
|
||
2017
|
$
|
404.3
|
|
2018
|
306.3
|
|
|
2019
|
224.5
|
|
|
2020
|
179.9
|
|
|
2021
|
141.0
|
|
IN MILLIONS, except per share amounts
|
Year Ended
|
Year Ended
|
Period Ended
|
|||||||||||||||
For December 31,
|
2016
|
2015
|
2014
|
|||||||||||||||
|
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributed to common stockholders
|
$
|
19.9
|
|
$
|
19.9
|
|
$
|
(15.4
|
)
|
$
|
(15.4
|
)
|
$
|
(7.8
|
)
|
$
|
(7.8
|
)
|
Less: Restricted stock dividends
|
(0.7
|
)
|
(0.7
|
)
|
(1.0
|
)
|
(1.0
|
)
|
(0.8
|
)
|
(0.8
|
)
|
||||||
Net income (loss) available to stockholders
|
$
|
19.2
|
|
$
|
19.2
|
|
$
|
(16.4
|
)
|
$
|
(16.4
|
)
|
$
|
(8.6
|
)
|
$
|
(8.6
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||||||||
Weighted average common outstanding-basic
|
78.3
|
|
78.3
|
|
54.3
|
|
54.3
|
|
29.2
|
|
29.2
|
|
||||||
Performance-based restricted stock
(1)(2)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|||||||||
Weighted average shares outstanding-diluted
|
|
79.0
|
|
|
54.3
|
|
|
29.2
|
|
|||||||||
EPS:
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per share-basic
|
$
|
0.24
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.30
|
)
|
|
||||||
Effect of dilutive shares:
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss) per share-diluted
|
|
$
|
0.24
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.30
|
)
|
•
|
11,711
shares of performance and market-based restricted stock, which vest annually based upon the achievement of certain criteria for each year of the
three
-year measurement period.
|
•
|
55,301
shares of performance-based (separate non-GAAP measure, as defined in the award agreement) restricted stock, which cliff vests in
three
years from the date of grant.
|
•
|
5,894
shares of time-based restricted stock which cliff vest in
three
years from the date of each grant.
|
•
|
47,667
shares of time-based restricted stock which vest annually from the date of each grant.
|
For the year ended December 31,
|
2016
|
||||
|
Shares
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested at January 1
|
1,585,010
|
|
$
|
22.11
|
|
Granted
|
641,097
|
|
35.18
|
|
|
Vested
|
(839,571
|
)
|
21.10
|
|
|
Forfeited
|
(111,823
|
)
|
26.72
|
|
|
Non-vested at December 31
|
1,274,713
|
|
$
|
28.95
|
|
For the year ended December 31,
|
2016
|
||||
|
Options
|
Weighted
Average
Exercise
Price
|
|||
Outstanding at January 1
|
334,402
|
|
$
|
26.44
|
|
Granted
|
222,461
|
|
36.99
|
|
|
Exercised
|
(70,668
|
)
|
26.00
|
|
|
Forfeited or expired
|
(51,927
|
)
|
26.65
|
|
|
Outstanding at December 31
|
434,268
|
|
31.89
|
|
|
Exercisable at December 31
|
138,157
|
|
27.27
|
|
|
Vested and expected to vest
|
434,268
|
|
$
|
31.89
|
|
|
Options Outstanding
|
Options Exercisable
|
Assumption Range
|
||||||
Exercise Prices
|
Number
of
Shares
|
Weighted
Average
Remaining
Contractual
Terms
(Years)
|
Number
of
Shares
|
Weighted
Average
Remaining
Contractual
Terms
(Years)
|
Risk-Free
Interest Rate
|
Expected Annual Dividend Yield
|
Expected
Terms
in Years
|
Expected
Volatility
|
|
2014
|
|
|
|
|
|
|
|
|
|
$23.58
|
166,872
|
|
8.3
|
13,915
|
8.3
|
0.92%
|
3.4%
|
6.0
|
35%
|
2015
|
|
|
|
|
|
|
|
|
|
$23.58
|
142,556
|
|
7.3
|
43,460
|
7.3
|
0.92%
|
3.4%
|
6.0
|
35%
|
$28.42
|
178,704
|
|
9.1
|
35,346
|
9.1
|
1.6% - 1.75%
|
4.4%
|
5.5-6.5
|
32.5% - 37.5%
|
$30.74
|
12,719
|
|
9.6
|
—
|
0.0
|
1.6% - 1.75%
|
4.4%
|
5.5-6.5
|
32.5% - 37.5%
|
2016
|
|
|
|
|
|
|
|
|
|
$23.58
|
67,601
|
|
6.3
|
67,601
|
6.3
|
0.92%
|
3.4%
|
6.0
|
35%
|
$28.42
|
143,358
|
|
8.1
|
47,786
|
8.1
|
1.6% - 1.75%
|
4.4%
|
5.5-6.5
|
32.5% - 37.5%
|
$30.74
|
12,719
|
|
8.6
|
4,240
|
8.6
|
1.6% - 1.75%
|
4.4%
|
5.5-6.5
|
32.5% - 37.5%
|
$36.99
|
210,590
|
|
9.1
|
18,530
|
9.1
|
1.47% - 1.64%
|
4.1%
|
5.5-6.5
|
27.5% - 35.0%
|
IN MILLIONS
|
|
|||||
|
December 31, 2015
|
December 31, 2014
|
||||
Revenue:
|
|
|
||||
Data center colocation agreement provided to CBT and CBTS
|
$
|
7.8
|
|
$
|
6.4
|
|
229 West 7th Street lease provided to CBT
|
1.9
|
|
2.0
|
|
||
Goldcoast Drive/Parkway (Mason) lease
|
0.3
|
|
0.4
|
|
||
Transition services provided to CBTS (network interfaces)
|
0.3
|
|
0.4
|
|
||
Data center leases provided to CBTS
|
12.0
|
|
13.6
|
|
||
Total revenue
|
$
|
22.3
|
|
$
|
22.8
|
|
|
|
|
||||
Operating costs and expenses:
|
|
|
||||
Transition services agreement by CBTS
|
$
|
0.7
|
|
$
|
0.8
|
|
Charges for services provided by CBT (connectivity)
|
1.0
|
|
1.0
|
|
||
209 West 7th Street rent provided by CBT
|
0.2
|
|
0.2
|
|
||
Total operating costs and expenses
|
$
|
1.9
|
|
$
|
2.0
|
|
IN MILLIONS
|
|
||
2017
|
$
|
7.2
|
|
2018
|
4.4
|
|
|
2019
|
1.9
|
|
|
2020
|
1.4
|
|
|
2021
|
0.5
|
|
|
Thereafter
|
4.7
|
|
|
Total
|
$
|
20.1
|
|
•
|
upon the sale or other disposition (including by way of consolidation or merger) of such Guarantor or of all of the capital stock of such Guarantor such that such Guarantor is no longer a restricted subsidiary under the indenture,
|
•
|
upon the sale or disposition of all or substantially all of the assets of the Guarantor,
|
•
|
upon the LP Co-issuer designating such Guarantor as an unrestricted subsidiary under the terms of the indenture,
|
•
|
if such Guarantor is no longer a guarantor or other obligor of any other indebtedness of the LP Co-issuer or the Parent Guarantor, and
|
•
|
upon the defeasance or discharge of the
6.375%
senior notes in accordance with the terms of the indenture.
|
IN MILLIONS
|
As of December 31, 2016
|
|||||||||||||||||||||||
|
Parent
Guarantor |
General
Partner |
LP
Co-issuer |
Finance
Co-issuer |
Guarantor Subsidiaries
|
Non-
Guarantors |
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Land
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
142.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
142.7
|
|
Buildings and improvements
|
—
|
|
—
|
|
—
|
|
—
|
|
973.6
|
|
34.1
|
|
1.2
|
|
1,008.9
|
|
||||||||
Equipment
|
—
|
|
—
|
|
—
|
|
—
|
|
1,036.8
|
|
1.0
|
|
5.1
|
|
1,042.9
|
|
||||||||
Construction in progress
|
—
|
|
—
|
|
—
|
|
—
|
|
406.4
|
|
—
|
|
0.7
|
|
407.1
|
|
||||||||
Subtotal
|
—
|
|
—
|
|
—
|
|
—
|
|
2,559.5
|
|
35.1
|
|
7.0
|
|
2,601.6
|
|
||||||||
Accumulated depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
(571.3
|
)
|
(7.2
|
)
|
—
|
|
(578.5
|
)
|
||||||||
Net investment in real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
1,988.2
|
|
27.9
|
|
7.0
|
|
2,023.1
|
|
||||||||
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
13.4
|
|
1.2
|
|
—
|
|
14.6
|
|
||||||||
Investment in subsidiaries
|
1,170.3
|
|
11.7
|
|
1,376.1
|
|
—
|
|
2.0
|
|
—
|
|
(2,560.1
|
)
|
—
|
|
||||||||
Rent and other receivables
|
—
|
|
—
|
|
—
|
|
—
|
|
81.8
|
|
1.5
|
|
—
|
|
83.3
|
|
||||||||
Intercompany receivable
|
18.6
|
|
—
|
|
1,057.7
|
|
—
|
|
—
|
|
0.5
|
|
(1,076.8
|
)
|
—
|
|
||||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
—
|
|
455.1
|
|
—
|
|
—
|
|
455.1
|
|
||||||||
Intangible assets, net
|
—
|
|
—
|
|
—
|
|
—
|
|
150.2
|
|
—
|
|
—
|
|
150.2
|
|
||||||||
Other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
123.4
|
|
2.7
|
|
—
|
|
126.1
|
|
||||||||
Total assets
|
$
|
1,188.9
|
|
$
|
11.7
|
|
$
|
2,433.8
|
|
$
|
—
|
|
$
|
2,814.1
|
|
$
|
33.8
|
|
$
|
(3,629.9
|
)
|
$
|
2,852.4
|
|
Accounts payable and accrued expenses
|
$
|
33.9
|
|
$
|
—
|
|
$
|
4.8
|
|
—
|
|
$
|
187.7
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
227.1
|
|
|
Deferred revenue
|
—
|
|
—
|
|
—
|
|
—
|
|
76.0
|
|
0.7
|
|
—
|
|
76.7
|
|
||||||||
Intercompany payable
|
—
|
|
—
|
|
18.6
|
|
—
|
|
1,058.2
|
|
—
|
|
(1,076.8
|
)
|
—
|
|
||||||||
Capital lease obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
5.6
|
|
5.2
|
|
—
|
|
10.8
|
|
||||||||
Long-term debt
|
—
|
|
—
|
|
1,240.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,240.1
|
|
||||||||
Lease financing arrangements
|
—
|
|
—
|
|
—
|
|
—
|
|
110.5
|
|
25.2
|
|
—
|
|
135.7
|
|
||||||||
Total liabilities
|
33.9
|
|
—
|
|
1,263.5
|
|
—
|
|
1,438.0
|
|
31.8
|
|
(1,076.8
|
)
|
1,690.4
|
|
||||||||
Total stockholders' equity
|
1,155.0
|
|
11.7
|
|
1,170.3
|
|
—
|
|
1,376.1
|
|
2.0
|
|
(2,553.1
|
)
|
1,162.0
|
|
||||||||
Total liabilities and equity
|
$
|
1,188.9
|
|
$
|
11.7
|
|
$
|
2,433.8
|
|
$
|
—
|
|
$
|
2,814.1
|
|
$
|
33.8
|
|
$
|
(3,629.9
|
)
|
$
|
2,852.4
|
|
IN MILLIONS
|
As of December 31, 2015
|
|||||||||||||||||||||||
|
Parent
Guarantor |
General
Partner |
LP
Co-issuer |
Finance
Co-issuer |
Guarantor Subsidiaries
|
Non-
Guarantors |
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Land
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
93.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
93.0
|
|
Buildings and improvements
|
—
|
|
—
|
|
—
|
|
—
|
|
865.6
|
|
39.6
|
|
0.1
|
|
905.3
|
|
||||||||
Equipment
|
—
|
|
—
|
|
—
|
|
—
|
|
594.7
|
|
0.9
|
|
2.6
|
|
598.2
|
|
||||||||
Construction in progress
|
—
|
|
—
|
|
—
|
|
—
|
|
229.8
|
|
0.1
|
|
1.2
|
|
231.1
|
|
||||||||
Subtotal
|
—
|
|
—
|
|
—
|
|
—
|
|
1,783.1
|
|
40.6
|
|
3.9
|
|
1,827.6
|
|
||||||||
Accumulated depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
(426.0
|
)
|
(9.6
|
)
|
—
|
|
(435.6
|
)
|
||||||||
Net investment in real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
1,357.1
|
|
31.0
|
|
3.9
|
|
1,392.0
|
|
||||||||
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
10.4
|
|
3.9
|
|
—
|
|
14.3
|
|
||||||||
Investment in subsidiaries
|
817.7
|
|
8.2
|
|
850.6
|
|
—
|
|
0.7
|
|
—
|
|
(1,677.2
|
)
|
—
|
|
||||||||
Restricted cash
|
—
|
|
—
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
||||||||
Rent and other receivables
|
—
|
|
—
|
|
—
|
|
—
|
|
74.8
|
|
1.3
|
|
—
|
|
76.1
|
|
||||||||
Intercompany receivable
|
—
|
|
—
|
|
991.3
|
|
—
|
|
—
|
|
—
|
|
(991.3
|
)
|
—
|
|
||||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
—
|
|
453.4
|
|
—
|
|
—
|
|
453.4
|
|
||||||||
Intangible assets, net
|
—
|
|
—
|
|
—
|
|
—
|
|
170.3
|
|
—
|
|
—
|
|
170.3
|
|
||||||||
Other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
85.3
|
|
2.7
|
|
—
|
|
88.0
|
|
||||||||
Total assets
|
$
|
817.7
|
|
$
|
8.2
|
|
$
|
1,841.9
|
|
$
|
—
|
|
$
|
2,153.5
|
|
$
|
38.9
|
|
$
|
(2,664.6
|
)
|
$
|
2,195.6
|
|
Accounts payable and accrued expenses
|
$
|
—
|
|
$
|
—
|
|
$
|
29.2
|
|
—
|
|
$
|
106.8
|
|
$
|
0.6
|
|
$
|
—
|
|
$
|
136.6
|
|
|
Deferred revenue
|
—
|
|
—
|
|
—
|
|
—
|
|
78.0
|
|
0.7
|
|
—
|
|
78.7
|
|
||||||||
Intercompany payable
|
—
|
|
—
|
|
—
|
|
—
|
|
991.3
|
|
—
|
|
(991.3
|
)
|
—
|
|
||||||||
Capital lease obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
6.1
|
|
6.1
|
|
—
|
|
12.2
|
|
||||||||
Long-term debt
|
—
|
|
—
|
|
995.0
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
996.5
|
|
||||||||
Lease financing arrangements
|
—
|
|
—
|
|
—
|
|
—
|
|
119.2
|
|
30.8
|
|
—
|
|
150.0
|
|
||||||||
Total liabilities
|
—
|
|
—
|
|
1,024.2
|
|
—
|
|
1,302.9
|
|
38.2
|
|
(991.3
|
)
|
1,374.0
|
|
||||||||
Total stockholders' equity
|
817.7
|
|
8.2
|
|
817.7
|
|
—
|
|
850.6
|
|
0.7
|
|
(1,673.3
|
)
|
821.6
|
|
||||||||
Total liabilities and equity
|
$
|
817.7
|
|
$
|
8.2
|
|
$
|
1,841.9
|
|
$
|
—
|
|
$
|
2,153.5
|
|
$
|
38.9
|
|
$
|
(2,664.6
|
)
|
$
|
2,195.6
|
|
IN MILLIONS
|
Year Ended December 31, 2016
|
|||||||||||||||||||||||
|
Parent
Guarantor
|
General
Partner
|
LP
Co-issuer
|
Finance
Co-issuer
|
Guarantor Subsidiaries
|
Non-
Guarantors
|
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
523.7
|
|
$
|
5.4
|
|
$
|
—
|
|
$
|
529.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
185.2
|
|
2.3
|
|
—
|
|
187.5
|
|
||||||||
Sales and marketing
|
—
|
|
—
|
|
—
|
|
—
|
|
16.9
|
|
—
|
|
—
|
|
16.9
|
|
||||||||
General and administrative
|
—
|
|
—
|
|
—
|
|
—
|
|
60.5
|
|
0.2
|
|
—
|
|
60.7
|
|
||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
185.3
|
|
(1.4
|
)
|
—
|
|
183.9
|
|
||||||||
Transaction and acquisition integration costs
|
—
|
|
—
|
|
—
|
|
—
|
|
4.3
|
|
—
|
|
—
|
|
4.3
|
|
||||||||
Asset impairments and loss on disposal
|
—
|
|
—
|
|
—
|
|
—
|
|
5.3
|
|
—
|
|
—
|
|
5.3
|
|
||||||||
Total costs and expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
457.5
|
|
1.1
|
|
—
|
|
458.6
|
|
||||||||
Operating income
|
—
|
|
—
|
|
—
|
|
—
|
|
66.2
|
|
4.3
|
|
—
|
|
70.5
|
|
||||||||
Interest expense
|
—
|
|
—
|
|
49.1
|
|
—
|
|
—
|
|
2.8
|
|
(3.1
|
)
|
48.8
|
|
||||||||
Income (loss) income before income taxes
|
—
|
|
—
|
|
(49.1
|
)
|
—
|
|
66.2
|
|
1.5
|
|
3.1
|
|
21.7
|
|
||||||||
Income tax expense
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.8
|
)
|
—
|
|
—
|
|
(1.8
|
)
|
||||||||
Equity (loss) earnings related to investment in subsidiaries
|
15.9
|
|
0.2
|
|
65.0
|
|
—
|
|
0.6
|
|
—
|
|
(81.7
|
)
|
—
|
|
||||||||
Net income (loss)
|
15.9
|
|
0.2
|
|
15.9
|
|
—
|
|
65.0
|
|
1.5
|
|
(78.6
|
)
|
19.9
|
|
||||||||
Net income (loss) attributed to common stockholders
|
15.9
|
|
0.2
|
|
15.9
|
|
—
|
|
65.0
|
|
1.5
|
|
(78.6
|
)
|
19.9
|
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
||||||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
15.9
|
|
$
|
0.2
|
|
$
|
15.9
|
|
$
|
—
|
|
$
|
65.0
|
|
$
|
0.6
|
|
$
|
(78.6
|
)
|
$
|
19.0
|
|
IN MILLIONS
|
Year Ended December 31, 2015
|
|||||||||||||||||||||||
|
Parent
Guarantor
|
General
Partner
|
LP
Co-issuer
|
Finance
Co-issuer
|
Guarantor Subsidiaries
|
Non-
Guarantors
|
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
393.8
|
|
$
|
5.5
|
|
$
|
—
|
|
$
|
399.3
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
146.0
|
|
2.7
|
|
—
|
|
148.7
|
|
||||||||
Sales and marketing
|
—
|
|
—
|
|
—
|
|
—
|
|
12.0
|
|
0.1
|
|
—
|
|
12.1
|
|
||||||||
General and administrative
|
—
|
|
—
|
|
—
|
|
—
|
|
46.6
|
|
—
|
|
—
|
|
46.6
|
|
||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
138.7
|
|
2.8
|
|
—
|
|
141.5
|
|
||||||||
Transaction and acquisition integration costs
|
—
|
|
—
|
|
—
|
|
—
|
|
14.1
|
|
—
|
|
—
|
|
14.1
|
|
||||||||
Asset impairments and loss on disposal
|
—
|
|
—
|
|
—
|
|
—
|
|
13.5
|
|
—
|
|
—
|
|
13.5
|
|
||||||||
Total costs and expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
370.9
|
|
5.6
|
|
—
|
|
376.5
|
|
||||||||
Operating income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
22.9
|
|
(0.1
|
)
|
—
|
|
22.8
|
|
||||||||
Interest expense
|
—
|
|
—
|
|
39.7
|
|
—
|
|
—
|
|
3.2
|
|
(1.7
|
)
|
41.2
|
|
||||||||
Income (loss) before income taxes
|
—
|
|
—
|
|
(39.7
|
)
|
—
|
|
22.9
|
|
(3.3
|
)
|
1.7
|
|
(18.4
|
)
|
||||||||
Income tax expense
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.8
|
)
|
—
|
|
—
|
|
(1.8
|
)
|
||||||||
Equity (loss) earnings related to investment in subsidiaries
|
(17.1
|
)
|
(0.2
|
)
|
17.8
|
|
—
|
|
(3.3
|
)
|
—
|
|
2.8
|
|
—
|
|
||||||||
Net income (loss)
|
(17.1
|
)
|
(0.2
|
)
|
(21.9
|
)
|
—
|
|
17.8
|
|
(3.3
|
)
|
4.5
|
|
(20.2
|
)
|
||||||||
Noncontrolling interest in net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4.8
|
|
4.8
|
|
||||||||
Net income (loss) attributed to common stockholders
|
(17.1
|
)
|
(0.2
|
)
|
(21.9
|
)
|
—
|
|
17.8
|
|
(3.3
|
)
|
9.3
|
|
(15.4
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
||||||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
(17.1
|
)
|
$
|
(0.2
|
)
|
$
|
(21.9
|
)
|
$
|
—
|
|
$
|
17.8
|
|
$
|
(3.5
|
)
|
$
|
9.3
|
|
$
|
(15.6
|
)
|
IN MILLIONS
|
Year Ended December 31, 2014
|
|||||||||||||||||||||||
|
Parent
Guarantor (1) |
General
Partner |
LP
Co-issuer |
Finance
Co-issuer |
Guarantor Subsidiaries
|
Non-
Guarantors |
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Revenue
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
325.1
|
|
$
|
5.8
|
|
$
|
—
|
|
$
|
330.9
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
121.9
|
|
2.6
|
|
—
|
|
124.5
|
|
||||||||
Sales and marketing
|
—
|
|
—
|
|
—
|
|
—
|
|
12.6
|
|
0.2
|
|
—
|
|
12.8
|
|
||||||||
General and administrative
|
—
|
|
—
|
|
—
|
|
—
|
|
34.2
|
|
0.4
|
|
—
|
|
34.6
|
|
||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
115.0
|
|
3.0
|
|
—
|
|
118.0
|
|
||||||||
Transaction and acquisition integration costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.0
|
|
—
|
|
—
|
|
1.0
|
|
||||||||
Total costs and expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
284.7
|
|
6.2
|
|
—
|
|
290.9
|
|
||||||||
Operating income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
40.4
|
|
(0.4
|
)
|
—
|
|
40.0
|
|
||||||||
Interest expense
|
—
|
|
—
|
|
38.2
|
|
—
|
|
—
|
|
3.5
|
|
(2.2
|
)
|
39.5
|
|
||||||||
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13.6
|
|
||||||||
(Loss) income before income taxes
|
—
|
|
—
|
|
(51.8
|
)
|
—
|
|
40.4
|
|
(3.9
|
)
|
2.2
|
|
(13.1
|
)
|
||||||||
Income tax expense
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.4
|
)
|
—
|
|
—
|
|
(1.4
|
)
|
||||||||
Equity (loss) earnings related to investment in subsidiaries
|
(10.0
|
)
|
(0.2
|
)
|
35.1
|
|
—
|
|
(3.9
|
)
|
—
|
|
(21.0
|
)
|
—
|
|
||||||||
Net income (loss)
|
(10.0
|
)
|
(0.2
|
)
|
(16.7
|
)
|
—
|
|
35.1
|
|
(3.9
|
)
|
(18.8
|
)
|
(14.5
|
)
|
||||||||
Noncontrolling interest in net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.7
|
|
6.7
|
|
||||||||
Net (loss) income attributed to common stockholders
|
(10.0
|
)
|
(0.2
|
)
|
(16.7
|
)
|
—
|
|
35.1
|
|
(3.9
|
)
|
(12.1
|
)
|
(7.8
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.3
|
)
|
—
|
|
(0.3
|
)
|
||||||||
Other comprehensive loss attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
0.1
|
|
||||||||
Comprehensive loss attributable to common stockholders
|
$
|
(10.0
|
)
|
$
|
(0.2
|
)
|
$
|
(16.7
|
)
|
$
|
—
|
|
$
|
35.1
|
|
$
|
(4.2
|
)
|
$
|
(12.0
|
)
|
$
|
(8.0
|
)
|
IN MILLIONS
|
Year Ended December 31, 2016
|
|||||||||||||||||||||||
|
Parent
Guarantor |
General
Partner |
LP
Co-issuer |
Finance
Co-issuer |
Guarantor Subsidiaries
|
Non-
Guarantors |
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Net income (loss)
|
$
|
15.9
|
|
0.2
|
|
$
|
15.9
|
|
$
|
—
|
|
65.0
|
|
$
|
1.5
|
|
$
|
(78.6
|
)
|
$
|
19.9
|
|
||
Equity earnings (loss) related to investment in subsidiaries
|
(15.9
|
)
|
(0.2
|
)
|
(65.0
|
)
|
—
|
|
(0.6
|
)
|
—
|
|
81.7
|
|
—
|
|
||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
185.3
|
|
(1.4
|
)
|
—
|
|
183.9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
12.3
|
|
—
|
|
—
|
|
12.3
|
|
||||||||
Non-cash interest expense
|
—
|
|
—
|
|
3.7
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
4.8
|
|
||||||||
Provision for bad debt
|
—
|
|
—
|
|
—
|
|
—
|
|
1.6
|
|
—
|
|
—
|
|
1.6
|
|
||||||||
Asset impairments and loss on disposal
|
—
|
|
—
|
|
—
|
|
—
|
|
5.3
|
|
—
|
|
—
|
|
5.3
|
|
||||||||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rent receivables and other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
(51.5
|
)
|
(0.2
|
)
|
—
|
|
(51.7
|
)
|
||||||||
Accounts payable and accrued expenses
|
—
|
|
—
|
|
—
|
|
—
|
|
6.9
|
|
0.1
|
|
—
|
|
7.0
|
|
||||||||
Deferred revenues
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.5
|
)
|
—
|
|
—
|
|
(2.5
|
)
|
||||||||
Net cash provided by (used in) operating activities
|
—
|
|
—
|
|
(45.4
|
)
|
—
|
|
221.8
|
|
—
|
|
4.2
|
|
180.6
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures - purchase of fixed assets
|
—
|
|
—
|
|
—
|
|
—
|
|
(131.1
|
)
|
—
|
|
—
|
|
(131.1
|
)
|
||||||||
Capital expenditures - other development
|
—
|
|
—
|
|
—
|
|
—
|
|
(598.9
|
)
|
(1.1
|
)
|
—
|
|
(600.0
|
)
|
||||||||
Changes in restricted cash
|
—
|
|
—
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
||||||||
Investment in subsidiaries
|
(448.2
|
)
|
(4.5
|
)
|
(448.2
|
)
|
—
|
|
—
|
|
—
|
|
900.9
|
|
—
|
|
||||||||
Return of investment
|
112.3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(112.3
|
)
|
—
|
|
||||||||
Intercompany borrowings
|
15.3
|
|
—
|
|
(66.3
|
)
|
—
|
|
—
|
|
(0.5
|
)
|
51.5
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
(320.6
|
)
|
(4.5
|
)
|
(514.5
|
)
|
—
|
|
(728.5
|
)
|
(1.6
|
)
|
840.1
|
|
(729.6
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
448.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
448.7
|
|
||||||||
Stock issuance costs
|
(1.6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.6
|
)
|
||||||||
Dividends paid
|
(112.3
|
)
|
—
|
|
(114.3
|
)
|
—
|
|
—
|
|
—
|
|
112.3
|
|
(114.3
|
)
|
||||||||
Intercompany borrowings
|
—
|
|
—
|
|
(15.3
|
)
|
—
|
|
71.0
|
|
—
|
|
(55.7
|
)
|
—
|
|
||||||||
Borrowings from credit facility
|
—
|
|
—
|
|
710.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
710.0
|
|
||||||||
Payments on credit facility
|
—
|
|
—
|
|
(460.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(460.0
|
)
|
||||||||
Payments on capital leases and lease financing arrangements
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.0
|
)
|
(1.1
|
)
|
—
|
|
(9.1
|
)
|
||||||||
Tax payment upon exercise of equity awards
|
(14.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14.2
|
)
|
||||||||
Contributions/distributions from parent
|
—
|
|
4.5
|
|
448.2
|
|
—
|
|
448.2
|
|
—
|
|
(900.9
|
)
|
—
|
|
||||||||
Payment of note payable
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.5
|
)
|
—
|
|
—
|
|
(1.5
|
)
|
||||||||
Debt issuance costs
|
—
|
|
—
|
|
(8.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.7
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
320.6
|
|
4.5
|
|
559.9
|
|
—
|
|
509.7
|
|
(1.1
|
)
|
(844.3
|
)
|
549.3
|
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
3.0
|
|
(2.7
|
)
|
—
|
|
0.3
|
|
||||||||
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
10.4
|
|
3.9
|
|
—
|
|
14.3
|
|
||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13.4
|
|
$
|
1.2
|
|
$
|
—
|
|
$
|
14.6
|
|
IN MILLIONS
|
Year Ended December 31, 2015
|
|||||||||||||||||||||||
|
Parent
Guarantor |
General
Partner |
LP
Co-issuer |
Finance
Co-issuer |
Guarantor Subsidiaries
|
Non-
Guarantors |
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Net (loss) income
|
$
|
(17.1
|
)
|
(0.2
|
)
|
$
|
(21.9
|
)
|
$
|
—
|
|
17.8
|
|
$
|
(3.3
|
)
|
$
|
4.5
|
|
$
|
(20.2
|
)
|
||
Equity earnings (loss) related to investment in subsidiaries
|
17.1
|
|
0.2
|
|
(17.8
|
)
|
—
|
|
3.3
|
|
—
|
|
(2.8
|
)
|
—
|
|
||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
138.7
|
|
2.8
|
|
—
|
|
141.5
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
14.4
|
|
—
|
|
—
|
|
14.4
|
|
||||||||
Non-cash interest expense
|
—
|
|
—
|
|
3.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3.4
|
|
||||||||
Asset impairments and loss on disposal
|
—
|
|
—
|
|
—
|
|
—
|
|
13.5
|
|
—
|
|
—
|
|
13.5
|
|
||||||||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Rent receivables and other assets
|
—
|
|
—
|
|
—
|
|
—
|
|
(26.1
|
)
|
2.2
|
|
—
|
|
(23.9
|
)
|
||||||||
Accounts payable and accrued expenses
|
—
|
|
—
|
|
16.7
|
|
—
|
|
(9.8
|
)
|
0.1
|
|
—
|
|
7.0
|
|
||||||||
Deferred revenues
|
—
|
|
—
|
|
—
|
|
—
|
|
5.3
|
|
0.1
|
|
—
|
|
5.4
|
|
||||||||
Due to affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
—
|
|
(0.9
|
)
|
||||||||
Net cash (used in) provided by operating activities
|
—
|
|
—
|
|
(19.6
|
)
|
—
|
|
156.2
|
|
1.9
|
|
1.7
|
|
140.2
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures - purchase of fixed assets
|
—
|
|
—
|
|
—
|
|
—
|
|
(17.3
|
)
|
—
|
|
—
|
|
(17.3
|
)
|
||||||||
Capital expenditures - other development
|
—
|
|
—
|
|
—
|
|
—
|
|
(216.7
|
)
|
(0.5
|
)
|
—
|
|
(217.2
|
)
|
||||||||
Business acquisition, net of cash acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
(398.4
|
)
|
—
|
|
—
|
|
(398.4
|
)
|
||||||||
Release of restricted cash
|
—
|
|
—
|
|
—
|
|
—
|
|
7.3
|
|
—
|
|
—
|
|
7.3
|
|
||||||||
Investment in subsidiaries
|
(203.1
|
)
|
(2.0
|
)
|
(203.1
|
)
|
—
|
|
(0.4
|
)
|
—
|
|
408.6
|
|
—
|
|
||||||||
Return of investment
|
62.6
|
|
—
|
|
102.0
|
|
—
|
|
(17.9
|
)
|
—
|
|
(146.7
|
)
|
—
|
|
||||||||
Intercompany borrowings
|
—
|
|
—
|
|
(348.4
|
)
|
—
|
|
—
|
|
—
|
|
348.4
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
(140.5
|
)
|
(2.0
|
)
|
(449.5
|
)
|
—
|
|
(643.4
|
)
|
(0.5
|
)
|
610.3
|
|
(625.6
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
799.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
799.5
|
|
||||||||
Stock issuance costs
|
(0.8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
||||||||
Acquisition of operating partnership units
|
(596.4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(596.4
|
)
|
||||||||
Dividends paid
|
(61.0
|
)
|
—
|
|
(80.8
|
)
|
—
|
|
(80.8
|
)
|
—
|
|
141.8
|
|
(80.8
|
)
|
||||||||
Intercompany borrowings
|
—
|
|
—
|
|
—
|
|
—
|
|
348.4
|
|
—
|
|
(348.4
|
)
|
—
|
|
||||||||
Borrowings from credit facility
|
—
|
|
—
|
|
260.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
260.0
|
|
||||||||
Proceeds from issuance of debt
|
—
|
|
—
|
|
103.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
103.8
|
|
||||||||
Payments on credit facility
|
—
|
|
—
|
|
(10.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10.0
|
)
|
||||||||
Payments on capital leases and lease financing arrangements
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.0
|
)
|
(0.9
|
)
|
—
|
|
(5.9
|
)
|
||||||||
Tax payment upon exercise of equity awards
|
(0.8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
||||||||
Contributions/distributions from parent
|
—
|
|
2.0
|
|
201.5
|
|
—
|
|
201.5
|
|
0.4
|
|
(405.4
|
)
|
—
|
|
||||||||
Debt issuance costs
|
—
|
|
—
|
|
(5.4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.4
|
)
|
||||||||
Net cash (used in) provided by financing activities
|
140.5
|
|
2.0
|
|
469.1
|
|
—
|
|
464.1
|
|
(0.5
|
)
|
(612.0
|
)
|
463.2
|
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
(23.1
|
)
|
0.9
|
|
—
|
|
(22.2
|
)
|
||||||||
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
33.5
|
|
3.0
|
|
—
|
|
36.5
|
|
||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10.4
|
|
$
|
3.9
|
|
$
|
—
|
|
$
|
14.3
|
|
IN MILLIONS
|
Year Ended December 31, 2014
|
|||||||||||||||||||||||
|
Parent
Guarantor
|
General
Partner
|
LP
Co-issuer
|
Finance
Co-issuer
|
Guarantor Subsidiaries
|
Non-
Guarantors
|
Eliminations/Consolidations
|
Total
|
||||||||||||||||
Net (loss) income
|
$
|
(10.0
|
)
|
(0.2
|
)
|
$
|
(16.7
|
)
|
$
|
—
|
|
35.1
|
|
$
|
(3.9
|
)
|
$
|
(18.8
|
)
|
$
|
(14.5
|
)
|
||
Equity earnings (loss) related to investment in subsidiaries
|
10.0
|
|
0.2
|
|
(35.1
|
)
|
—
|
|
3.9
|
|
—
|
|
21.0
|
|
—
|
|
||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
115.0
|
|
3.0
|
|
—
|
|
118.0
|
|
||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
10.3
|
|
—
|
|
—
|
|
10.3
|
|
||||||||
Non-cash interest expense
|
—
|
|
—
|
|
3.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3.4
|
|
||||||||
Provision for bad debt
|
—
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
—
|
|
0.8
|
|
||||||||
Loss on extinguishment of debt
|
—
|
|
—
|
|
13.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13.6
|
|
||||||||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Rent receivables and other assets
|
—
|
|
—
|
|
0.4
|
|
—
|
|
(35.3
|
)
|
(2.1
|
)
|
—
|
|
(37.0
|
)
|
||||||||
Accounts payable and accrued expenses
|
—
|
|
—
|
|
4.7
|
|
—
|
|
2.1
|
|
0.1
|
|
—
|
|
6.9
|
|
||||||||
Due to affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
—
|
|
(0.2
|
)
|
||||||||
Deferred revenues
|
—
|
|
—
|
|
—
|
|
—
|
|
10.0
|
|
(0.2
|
)
|
—
|
|
9.8
|
|
||||||||
Net cash provided by (used in) operating activities
|
—
|
|
—
|
|
(29.7
|
)
|
—
|
|
141.7
|
|
(3.1
|
)
|
2.2
|
|
111.1
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures - other development
|
—
|
|
—
|
|
—
|
|
—
|
|
(283.9
|
)
|
(0.3
|
)
|
—
|
|
(284.2
|
)
|
||||||||
Return of investment
|
25.2
|
|
—
|
|
97.3
|
|
—
|
|
(45.4
|
)
|
—
|
|
(77.1
|
)
|
—
|
|
||||||||
Intercompany receipts
|
—
|
|
—
|
|
180.2
|
|
—
|
|
—
|
|
—
|
|
(180.2
|
)
|
—
|
|
||||||||
Intercompany borrowings
|
—
|
|
—
|
|
(315.0
|
)
|
—
|
|
—
|
|
—
|
|
315.0
|
|
—
|
|
||||||||
Net cash (used in) provided by investing activities
|
25.2
|
|
—
|
|
(37.5
|
)
|
—
|
|
(329.3
|
)
|
(0.3
|
)
|
57.7
|
|
(284.2
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
356.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
356.0
|
|
||||||||
Stock issuance costs
|
(1.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.3
|
)
|
||||||||
Acquisition of operating partnership units
|
(355.9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(355.9
|
)
|
||||||||
Dividends paid
|
(24.0
|
)
|
—
|
|
(50.9
|
)
|
—
|
|
(50.9
|
)
|
—
|
|
74.9
|
|
(50.9
|
)
|
||||||||
Intercompany borrowings
|
—
|
|
—
|
|
—
|
|
—
|
|
315.0
|
|
—
|
|
(315.0
|
)
|
—
|
|
||||||||
Intercompany payments
|
—
|
|
—
|
|
—
|
|
—
|
|
(180.2
|
)
|
—
|
|
180.2
|
|
—
|
|
||||||||
Borrowings from credit facility
|
—
|
|
—
|
|
315.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
315.0
|
|
||||||||
Payments on credit facility
|
—
|
|
—
|
|
(30.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(30.0
|
)
|
||||||||
Payments on senior notes
|
—
|
|
—
|
|
(150.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(150.2
|
)
|
||||||||
Payments on capital leases obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.4
|
)
|
(0.6
|
)
|
—
|
|
(3.0
|
)
|
||||||||
Payments on financing arrangements
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
(0.2
|
)
|
—
|
|
(0.9
|
)
|
||||||||
Payment of debt extinguishment costs
|
—
|
|
—
|
|
(12.8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(12.8
|
)
|
||||||||
Contributions/distributions from parent
|
—
|
|
—
|
|
1.3
|
|
—
|
|
(6.5
|
)
|
5.2
|
|
—
|
|
—
|
|
||||||||
Debt issuance costs
|
—
|
|
—
|
|
(5.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.2
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
(25.2
|
)
|
—
|
|
67.2
|
|
—
|
|
74.3
|
|
4.4
|
|
(59.9
|
)
|
60.8
|
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
(113.3
|
)
|
1.0
|
|
—
|
|
(112.3
|
)
|
||||||||
Cash and cash equivalents at beginning of period
|
—
|
|
—
|
|
—
|
|
—
|
|
146.8
|
|
2.0
|
|
—
|
|
148.8
|
|
||||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
33.5
|
|
$
|
3.0
|
|
$
|
—
|
|
$
|
36.5
|
|
IN MILLIONS, except per share amounts
|
|
|
|
|
|
||||||||||
|
2016
|
||||||||||||||
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter |
Total
|
||||||||||
Revenue
|
$
|
117.8
|
|
$
|
130.1
|
|
$
|
143.8
|
|
$
|
137.4
|
|
$
|
529.1
|
|
Operating income
|
17.9
|
|
21.1
|
|
18.8
|
|
12.7
|
|
70.5
|
|
|||||
Net income
|
5.6
|
|
9.1
|
|
4.4
|
|
0.8
|
|
19.9
|
|
|||||
Net income attributed to common stockholders
|
5.6
|
|
9.1
|
|
4.4
|
|
0.8
|
|
19.9
|
|
|||||
Basic and diluted income per share
|
$
|
0.07
|
|
$
|
0.11
|
|
$
|
0.05
|
|
$
|
0.01
|
|
$
|
0.24
|
|
|
|
|
|
|
|
||||||||||
IN MILLIONS, except per share amounts
|
|
|
|
|
|
||||||||||
|
2015
|
||||||||||||||
|
First
Quarter |
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Total
|
||||||||||
Revenue
|
$
|
85.7
|
|
$
|
89.1
|
|
$
|
111.2
|
|
$
|
113.3
|
|
$
|
399.3
|
|
Operating income
|
1.6
|
|
2.6
|
|
7.5
|
|
11.1
|
|
22.8
|
|
|||||
Net loss
|
(7.2
|
)
|
(6.5
|
)
|
(5.3
|
)
|
(1.2
|
)
|
(20.2
|
)
|
|||||
Net loss attributed to common stockholders
|
(4.3
|
)
|
(5.5
|
)
|
(4.6
|
)
|
(1.0
|
)
|
(15.4
|
)
|
|||||
Basic and diluted loss per share
(a)
|
$
|
(0.12
|
)
|
$
|
(0.11
|
)
|
$
|
(0.08
|
)
|
$
|
(0.02
|
)
|
$
|
(0.33
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
Beginning
|
Charge
|
(Deductions)/
|
End
|
||||||||
(dollars in millions)
|
of Period
|
to Expenses
|
Additions
|
of Period
|
||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
||||||||
2016
|
$
|
1.0
|
|
$
|
1.6
|
|
$
|
(0.5
|
)
|
$
|
2.1
|
|
2015
|
1.0
|
|
—
|
|
—
|
|
1.0
|
|
||||
2014
|
0.5
|
|
0.8
|
|
(0.3
|
)
|
1.0
|
|
||||
Deferred Tax Valuation Allowance
|
|
|
|
|
||||||||
2016
|
$
|
6.3
|
|
$
|
0.2
|
|
$
|
—
|
|
$
|
6.5
|
|
2015
|
5.7
|
|
0.6
|
|
—
|
|
6.3
|
|
||||
2014
|
3.6
|
|
2.1
|
|
—
|
|
5.7
|
|
CyrusOne Inc.
|
|||||||||||||||||||||||||||||||
|
As of December 31, 2016
|
|
|||||||||||||||||||||||||||||
(dollars in millions)
|
Initial Costs
|
Cost Capitalized Subsequent to
Acquisition
|
Gross Carrying Amount
|
|
|
||||||||||||||||||||||||||
Description
|
Land
|
Building and
Improvements
|
Equipment
|
Land
|
Building and
Improvements
|
Equipment
|
Land
|
Building and
Improvements
|
Equipment
|
Accumulated
Depreciation
|
Acquisition
|
||||||||||||||||||||
Dallas - Carrollton
|
$
|
16.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
57.6
|
|
$
|
154.0
|
|
$
|
16.1
|
|
$
|
57.6
|
|
$
|
154.0
|
|
$
|
54.3
|
|
2012
|
Houston - Houston West I
|
1.4
|
|
21.4
|
|
0.1
|
|
—
|
|
63.6
|
|
48.3
|
|
1.4
|
|
85.0
|
|
48.4
|
|
63.2
|
|
2010
|
||||||||||
Dallas - Lewisville
|
—
|
|
46.2
|
|
2.2
|
|
—
|
|
30.5
|
|
31.5
|
|
—
|
|
76.7
|
|
33.7
|
|
53.4
|
|
2010
|
||||||||||
Cincinnati - 7th Street
|
0.9
|
|
42.2
|
|
—
|
|
—
|
|
68.4
|
|
21.0
|
|
0.9
|
|
110.6
|
|
21.0
|
|
80.7
|
|
1999
|
||||||||||
Northern Virginia - Sterling II
|
—
|
|
—
|
|
—
|
|
—
|
|
28.7
|
|
111.8
|
|
—
|
|
28.7
|
|
111.8
|
|
6.0
|
|
2013
|
||||||||||
Totowa - Madison
|
—
|
|
28.3
|
|
45.6
|
|
—
|
|
—
|
|
5.2
|
|
—
|
|
28.3
|
|
50.8
|
|
11.7
|
|
2015
|
||||||||||
Wappingers Falls I
|
—
|
|
9.9
|
|
13.3
|
|
—
|
|
1.4
|
|
3.8
|
|
—
|
|
11.3
|
|
17.1
|
|
5.4
|
|
2015
|
||||||||||
Cincinnati - North Cincinnati
|
4.0
|
|
12.3
|
|
—
|
|
—
|
|
65.0
|
|
9.0
|
|
4.0
|
|
77.3
|
|
9.0
|
|
32.1
|
|
2008
|
||||||||||
Houston - Houston West II
|
2.0
|
|
—
|
|
—
|
|
0.8
|
|
23.1
|
|
49.0
|
|
2.8
|
|
23.1
|
|
49.0
|
|
22.2
|
|
2013
|
||||||||||
San Antonio I
|
4.6
|
|
3.0
|
|
—
|
|
—
|
|
29.1
|
|
33.6
|
|
4.6
|
|
32.1
|
|
33.6
|
|
21.4
|
|
2011
|
||||||||||
Chicago - Aurora I
|
2.4
|
|
26.0
|
|
97.3
|
|
—
|
|
2.5
|
|
2.6
|
|
2.4
|
|
28.5
|
|
99.9
|
|
9.4
|
|
2016
|
||||||||||
Phoenix - Chandler II
|
—
|
|
—
|
|
—
|
|
—
|
|
16.1
|
|
38.8
|
|
—
|
|
16.1
|
|
38.8
|
|
10.5
|
|
2014
|
||||||||||
Houston - Galleria
|
—
|
|
56.0
|
|
2.0
|
|
—
|
|
12.6
|
|
14.6
|
|
—
|
|
68.6
|
|
16.6
|
|
43.3
|
|
2010
|
||||||||||
Florence
|
2.2
|
|
7.7
|
|
—
|
|
—
|
|
34.2
|
|
4.9
|
|
2.2
|
|
41.9
|
|
4.9
|
|
24.9
|
|
2005
|
||||||||||
Austin II
|
2.0
|
|
—
|
|
—
|
|
—
|
|
23.4
|
|
6.6
|
|
2.0
|
|
23.4
|
|
6.6
|
|
12.1
|
|
2011
|
||||||||||
San Antonio II
|
6.7
|
|
—
|
|
—
|
|
0.3
|
|
29.0
|
|
59.4
|
|
7.0
|
|
29.0
|
|
59.4
|
|
3.6
|
|
2013
|
||||||||||
Northern Virginia - Sterling I
|
6.9
|
|
—
|
|
—
|
|
0.1
|
|
19.7
|
|
47.2
|
|
7.0
|
|
19.7
|
|
47.2
|
|
10.9
|
|
2013
|
||||||||||
Phoenix - Chandler I
|
14.8
|
|
—
|
|
—
|
|
—
|
|
56.8
|
|
56.5
|
|
14.8
|
|
56.8
|
|
56.5
|
|
27.0
|
|
2011
|
||||||||||
Cincinnati - Hamilton
|
—
|
|
9.5
|
|
—
|
|
—
|
|
40.7
|
|
5.0
|
|
—
|
|
50.2
|
|
5.0
|
|
32.4
|
|
2007
|
||||||||||
Stamford - Riverbend
|
—
|
|
4.3
|
|
13.2
|
|
—
|
|
—
|
|
1.3
|
|
—
|
|
4.3
|
|
14.5
|
|
3.8
|
|
2015
|
||||||||||
Phoenix - Chandler III
|
—
|
|
0.9
|
|
2.5
|
|
—
|
|
9.0
|
|
42.0
|
|
—
|
|
9.9
|
|
44.5
|
|
1.6
|
|
2016
|
||||||||||
London - Great Bridgewater
|
—
|
|
16.5
|
|
—
|
|
—
|
|
9.4
|
|
0.9
|
|
—
|
|
25.9
|
|
0.9
|
|
2.8
|
|
2011
|
||||||||||
Dallas - Midway
|
—
|
|
1.8
|
|
—
|
|
—
|
|
0.2
|
|
0.4
|
|
—
|
|
2.0
|
|
0.4
|
|
2.3
|
|
2010
|
||||||||||
Cincinnati - Mason
|
—
|
|
—
|
|
—
|
|
—
|
|
20.2
|
|
1.4
|
|
—
|
|
20.2
|
|
1.4
|
|
12.8
|
|
2004
|
||||||||||
Norwalk I
|
—
|
|
18.3
|
|
25.3
|
|
—
|
|
0.7
|
|
1.3
|
|
—
|
|
19.0
|
|
26.6
|
|
5.0
|
|
2015
|
||||||||||
Dallas - Marsh
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
0.6
|
|
—
|
|
0.1
|
|
0.6
|
|
0.5
|
|
2010
|
||||||||||
Chicago - Lombard
|
0.7
|
|
3.2
|
|
—
|
|
—
|
|
1.5
|
|
7.9
|
|
0.7
|
|
4.7
|
|
7.9
|
|
4.6
|
|
2008
|
||||||||||
Stamford - Omega
|
—
|
|
3.2
|
|
0.6
|
|
—
|
|
—
|
|
0.9
|
|
—
|
|
3.2
|
|
1.5
|
|
0.5
|
|
2015
|
||||||||||
Northern Virginia - Sterling IV
|
4.6
|
|
9.6
|
|
0.1
|
|
—
|
|
1.4
|
|
33.3
|
|
4.6
|
|
11.0
|
|
33.4
|
|
0.3
|
|
2016
|
||||||||||
Cincinnati - Blue Ash
|
—
|
|
2.6
|
|
—
|
|
—
|
|
(2.0
|
)
|
0.1
|
|
—
|
|
0.6
|
|
0.1
|
|
0.3
|
|
2009
|
||||||||||
Totowa - Commerce
|
—
|
|
4.1
|
|
0.8
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
4.1
|
|
1.4
|
|
0.5
|
|
2015
|
||||||||||
South Bend - Crescent
|
—
|
|
1.1
|
|
—
|
|
—
|
|
0.6
|
|
0.2
|
|
—
|
|
1.7
|
|
0.2
|
|
1.8
|
|
2008
|
||||||||||
Houston - Houston West III
|
18.3
|
|
—
|
|
—
|
|
0.1
|
|
9.4
|
|
13.5
|
|
18.4
|
|
9.4
|
|
13.5
|
|
2.1
|
|
2013
|
||||||||||
Singapore - Inter Business Park
|
—
|
|
9.0
|
|
—
|
|
—
|
|
(0.8
|
)
|
0.1
|
|
—
|
|
8.2
|
|
0.1
|
|
4.4
|
|
2011
|
||||||||||
South Bend - Monroe
|
—
|
|
—
|
|
—
|
|
—
|
|
2.5
|
|
0.3
|
|
—
|
|
2.5
|
|
0.3
|
|
1.4
|
|
2007
|
||||||||||
Cincinnati - Goldcoast
|
0.6
|
|
—
|
|
—
|
|
(0.4
|
)
|
4.0
|
|
0.1
|
|
0.2
|
|
4.0
|
|
0.1
|
|
2.9
|
|
2007
|
||||||||||
Austin III
|
3.3
|
|
—
|
|
—
|
|
—
|
|
9.7
|
|
31.8
|
|
3.3
|
|
9.7
|
|
31.8
|
|
3.3
|
|
2015
|
||||||||||
Austin I
|
—
|
|
11.9
|
|
0.2
|
|
—
|
|
(8.4
|
)
|
—
|
|
—
|
|
3.5
|
|
0.2
|
|
3.1
|
|
2010
|
||||||||||
Dallas - Downtown
|
—
|
|
0.1
|
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
||||||||||
Austin Land A
|
7.9
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
0.2
|
|
8.0
|
|
—
|
|
0.2
|
|
—
|
|
2013
|
||||||||||
Chicago - Aurora Land A
|
2.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.6
|
|
—
|
|
—
|
|
—
|
|
2016
|
||||||||||
Phoenix - Chandler Land A
|
10.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10.5
|
|
—
|
|
—
|
|
—
|
|
2016
|
||||||||||
Chicago - Aurora Land B
|
5.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.1
|
|
—
|
|
—
|
|
—
|
|
2016
|
||||||||||
Northern Virginia - Sterling Land A
|
24.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24.1
|
|
—
|
|
—
|
|
—
|
|
2016
|
||||||||||
|
$
|
141.7
|
|
$
|
349.1
|
|
$
|
203.2
|
|
$
|
1.0
|
|
$
|
659.8
|
|
$
|
839.7
|
|
$
|
142.7
|
|
$
|
1,008.9
|
|
$
|
1,042.9
|
|
$
|
578.5
|
|
|
|
Years Ended December 31,
|
||||||||
(amounts in millions)
|
2016
|
2015
|
2014
|
||||||
Property
|
|
|
|
||||||
Balance—beginning of period
|
$
|
1,827.6
|
|
$
|
1,378.4
|
|
$
|
1,120.5
|
|
Disposals
|
(12.0
|
)
|
(7.0
|
)
|
(0.1
|
)
|
|||
Impairments
|
(4.9
|
)
|
(9.3
|
)
|
—
|
|
|||
Additions (acquisitions and improvements)
|
790.9
|
|
465.5
|
|
258.0
|
|
|||
Balance, end of period
|
$
|
2,601.6
|
|
$
|
1,827.6
|
|
$
|
1,378.4
|
|
Accumulated Depreciation
|
|
|
|
||||||
Balance—beginning of period
|
$
|
435.6
|
|
$
|
327.0
|
|
$
|
236.7
|
|
Disposals
|
(7.9
|
)
|
(2.7
|
)
|
—
|
|
|||
Impairments
|
—
|
|
—
|
|
—
|
|
|||
Additions (depreciation and amortization expense)
|
150.8
|
|
111.3
|
|
90.3
|
|
|||
Balance, end of period
|
$
|
578.5
|
|
$
|
435.6
|
|
$
|
327.0
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
1.1
|
|
Forward Sale Agreement, dated August 10, 2016, between CyrusOne Inc. and Goldman, Sachs & Co. (Incorporated by reference to Exhibit 1.2 of Form 8-K, filed by CyrusOne Inc. on August 16, 2016 (Registration No. 001-35789)).
|
|
|
|
1.2
|
|
Additional Forward Sale Agreement, dated August 10, 2016, between CyrusOne Inc. and Goldman, Sachs & Co. (Incorporated by reference to Exhibit 1.3 of Form 8-K, filed by CyrusOne Inc. on August 16, 2016 (Registration No. 001-35789)).
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated April 28, 2015 by and among CyrusOne LP, Jupiter Merger Sub, LLC, Cervalis Holdings LLC, and LDG Holdings LLC as the sellers' representative. (Incorporated by reference to Exhibit 2.1 of Form 8-K, filed by the Registrant on April 28, 2015 (Registration No. 001-35789)).
|
|
|
|
3.1
|
|
Articles of Amendment and Restatement of CyrusOne Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed by the Registrant on January 25, 2013 (Registration No. 001-35789)).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of CyrusOne Inc. (Incorporated by reference to Exhibit 3.2 of Form 8-K, filed by the Registrant on January 25, 2013 (Registration No. 001-35789)).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of CyrusOne Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed by CyrusOne Inc. on May 4, 2016 (Registration No. 001-35789)).
|
|
|
|
4.1
|
|
Indenture, dated as of November 20, 2012, by and among CyrusOne LP and CyrusOne Finance Corp., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to CyrusOne Inc.’s 6.375% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.1 of Amendment No. 4 to the Registrant’s Registration Statement on Form S-11/A, filed by the Registrant on November 26, 2012 (Registration No. 333-183132)).
|
|
|
|
4.2
|
|
First Supplemental Indenture dated July 1, 2015, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and Wells Fargo Bank N.A., as trustee (Incorporated by reference to Exhibit 4.1 of Form 8-K, filed by the Registrant on July 1, 2015 (Registration No. 001-35789)).
|
|
|
|
4.3
|
|
Second Supplemental Indenture dated July 2, 2015, among CyrusOne LP, CyrusOne Finance Corp., Cervalis Holdings LLC, Cervalis LLC, the other guarantors party thereto and Wells Fargo Bank N.A., as trustee (Incorporated by reference to Exhibit 4.1 of Form 8-K, filed by the Registrant on July 6, 2015 (Registration No. 001-35789)).
|
|
|
|
4.4
|
|
Form of Certificate for Common Stock of CyrusOne Inc. (Incorporated by reference to Exhibit 4.1 of Amendment No. 5 to the Registrant’s Registration Statement on Form S-11/A, filed by the Registrant on December 13, 2012 (Registration No. 333-183132)).
|
|
|
|
10.1
|
|
Certificate of Limited Partnership of CyrusOne LP (Incorporated by reference to Exhibit 3.3 of Form S-4, filed by CyrusOne LP on October 28, 2015 (Registration No. 333-207647)).
|
|
|
|
10.2
|
|
Contribution Agreement dated as of November 20, 2012, by and among CyrusOne LP, a Maryland limited partnership and Data Centers South, Inc., a Delaware corporation (Incorporated by reference to Exhibit 10.1 of Form 10-K, filed by the Registrant on March 29, 2013 (Registration No. 001-35789)).
|
|
|
|
10.3
|
|
Contribution Agreement dated as of November 20, 2012, by and among CyrusOne LP, a Maryland limited partnership and Data Center Investments Inc., a Delaware corporation (Incorporated by reference to Exhibit 10.2 of Form 10-K, filed by the Registrant on March 29, 2013 (Registration No. 001-35789)).
|
|
|
|
10.4
|
|
Joinder Agreement dated July 2, 2015 by Cervalis Holdings LLC and Cervalis LLC and acknowledged by KeyBank National Association (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed by the Registrant on July 6, 2015 (Registration No. 001-35789)).
|
|
|
|
10.5
|
|
Form of Indemnification Agreement between CyrusOne Inc. and its directors and officers. (Incorporated by reference to Exhibit 10.5 of Amendment No. 5 to the Registrant’s Registration Statement on Form S-11/A, filed by the Registrant on December 13, 2012 (Registration No. 333-183132)).
|
|
|
|
10.6
†
|
|
CyrusOne 2012 Long Term Incentive Plan. (Incorporated by reference to Exhibit 10.7 of Amendment No. 3 to the Registrant’s Registration Statement on Form S-11/A, filed by the Registrant on November 16, 2012 (Registration No. 333-183132)).
|
|
|
|
10.7
†
|
|
Form of Director Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of Form S-8, filed by the Registrant on January 24, 2013 (Registration No. 333-186186)) (Founder's Grant).
|
|
|
|
10.8
†
|
|
Form of Executive Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 of Form S-8, filed by the Registrant on January 24, 2013 (Registration No. 333-186186)).
|
|
|
|
10.9
†
|
|
Form of Employee Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of Form S-8, filed by the Registrant on January 24, 2013 (Registration No. 333-186186)).
|
|
|
|
10.10
†
|
|
CyrusOne 2013 Short Term Incentive Plan (Incorporated by reference to Exhibit 10.8 of Amendment No. 3 to the Registrant’s Registration Statement on Form S-11/A, filed by the Registrant on November 16, 2012 (Registration No. 333-183132)).
|
|
|
|
10.11
†
|
|
Employment Agreement, dated as of January 24, 2013, by and between CyrusOne LLC and Gary J. Wojtaszek (Incorporated by reference to Exhibit 10.5 of Form 8-K, filed by the Registrant on January 29, 2013 (Registration No. 001-35789)).
|
|
|
|
10.12
†
|
|
Employment Agreement, dated as of January 24, 2013, by and between CyrusOne LLC and Kevin L. Timmons (Incorporated by reference to Exhibit 10.8 of Form 8-K, filed by the Registrant on January 29, 2013 (Registration No. 001-35789)).
|
|
|
|
10.13
†
|
|
Employment Agreement, dated as of January 24, 2013, by and between CyrusOne LLC and Venkatesh S. Durvasula (Incorporated by reference to Exhibit 10.18 of Form 10-K, filed by the Registrant on March 29, 2013 (Registration No. 001-35789)).
|
|
|
|
10.14
†
|
|
Employment Agreement dated as of July 31, 2015, by and between CyrusOne LLC and Robert M. Jackson (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed by the Registrant on August 3, 2015 (Registration No. 001-35789)).
|
|
|
|
10.15†
|
|
Employment Agreement, dated as of July 31, 2015, by and between CyrusOne LLC and Amitabh Rai (Incorporated by reference to Exhibit 10.3 of Form 8-K, filed by CyrusOne Inc. on August 3, 2015 (Registration No. 001-35789)).
|
|
|
|
10.16†
|
|
Separation Agreement, dated as of July 31, 2015, by and between CyrusOne LLC and Thomas W. Bosse (Incorporated by reference to Exhibit 10.2 of Form 8-K, filed by CyrusOne Inc. on August 3, 2015 (Registration No. 001-35789)).
|
|
|
|
10.17†
|
|
Employment Agreement dated as of October 19, 2015, by and between CyrusOne LLC and Gregory R. Andrews (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed by CyrusOne Inc. on September 29, 2015 (Registration No. 001-35789)).
|
|
|
|
10.18†
|
|
Transition Services and Separation Agreement dated September 28, 2015 by and between CyrusOne LLC and Kimberly H. Sheehy (Incorporated by reference to Exhibit 10.2 of Form 8-K, filed by CyrusOne Inc. on September 29, 2015 (Registration No. 001-35789)).
|
|
|
|
10.19
†
|
|
Form of Executive Non-Statutory Performance Stock Option Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed by the Registrant on April 22, 2013 (Registration No. 001-35789)).
|
|
|
|
10.20
†
|
|
Form of Employee Non-Statutory Performance Stock Option Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 of Form 8-K, filed by the Registrant on April 22, 2013 (Registration No. 001-35789)).
|
|
|
|
10.21
†
|
|
Form of Executive Performance Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of Form 8-K, filed by the Registrant on April 22, 2013 (Registration No. 001-35789)).
|
|
|
|
10.22
†
|
|
Form of Employee Performance Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.4 of Form 8-K, filed by the Registrant on April 22, 2013 (Registration No. 001-35789)).
|
|
|
|
10.23
†
|
|
Form of Director Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan. (Annual Grant)
|
|
|
|
10.24†
|
|
Form of Executive Time-Based Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.7 of Form 10-Q, filed by CyrusOne Inc. on August 7, 2015 (Registration No. 001-35789)).
|
|
|
|
10.25†
|
|
Form of Executive Performance Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.8 of Form 10-Q, filed by CyrusOne Inc. on August 7, 2015 (Registration No. 001-35789)).
|
|
|
|
10.26†
|
|
Form of Executive Non-Statutory Stock Option Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.9 of Form 10-Q, filed by CyrusOne Inc. on August 7, 2015 (Registration No. 001-35789)).
|
|
|
|
10.27†
|
|
Form of Employee Time-Based Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 of Form 10-Q, filed by CyrusOne Inc. on May 6, 2016 (Registration No. 001-35789)).
|
|
|
|
10.28†
|
|
Form of Director Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.4 of Form 10-Q, filed by CyrusOne Inc. on May 6, 2016 (Registration No. 001-35789))
|
|
|
32.2+
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(101.INS)*
|
|
XBRL Instance Document.
|
|
|
|
(101.SCH)*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
(101.CAL)*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
(101.DEF)*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
(101.LAB)*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
(101.PRE)*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
+
|
|
Filed herewith.
|
*
|
|
Submitted electronically with this report.
|
†
|
|
This exhibit is a management contract or compensation plan or arrangement.
|
|
CyrusOne Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ Gary J. Wojtaszek
|
|
|
|
Gary J. Wojtaszek
|
|
|
|
President, Chief Executive Officer, and Director
|
|
|
|
|
|
By:
|
|
/s/ Diane M. Morefield
|
|
|
|
Diane M. Morefield
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
By:
|
|
/s/ Amitabh Rai
|
|
|
|
Amitabh Rai
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Gary J. Wojtaszek
|
|
President, Chief Executive Officer
|
|
February 24, 2017
|
Gary J. Wojtaszek
|
|
and Director
|
|
|
|
|
|
||
/s/ Alex Shumate
|
|
Chairman of the Board of Directors
|
|
February 24, 2017
|
Alex Shumate
|
|
|
|
|
|
|
|
||
/s/ William E. Sullivan
|
|
Director
|
|
February 24, 2017
|
William E. Sullivan
|
|
|
|
|
|
|
|
||
/s/ John Gamble
|
|
Director
|
|
February 24, 2017
|
John Gamble
|
|
|
|
|
|
|
|
||
/s/ T. Tod Nielsen
|
|
Director
|
|
February 24, 2017
|
T. Tod Nielsen
|
|
|
|
|
|
|
|
||
/s/ David H. Ferdman
|
|
Director
|
|
February 24, 2017
|
David H. Ferdman
|
|
|
|
|
|
|
|
|
|
/s/ Lynn Wentworth
|
|
Director
|
|
February 24, 2017
|
Lynn Wentworth
|
|
|
|
|
|
|
|
||
/s/ Michael A. Klayko
|
|
|
|
February 24, 2017
|
Michael A. Klayko
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Predecessor
|
||||||||||||||
(dollars in millions)
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
(a)
|
|
January 24 to December 31, 2013
(a)
|
|
January 1, 2013 to January 23, 2013
(b)
|
|
2012
(b)
|
||||||||||||
Pre-tax income (loss) from continuing operations before adjustment for noncontrolling interests/minority interests in consolidated subsidiaries or income or loss from equity investees plus fixed charges*
|
$
|
75.9
|
|
|
$
|
27.2
|
|
|
$
|
30.0
|
|
|
$
|
30.8
|
|
|
$
|
(16.8
|
)
|
|
$
|
19.9
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expensed and capitalized
|
59.4
|
|
|
47.3
|
|
|
44.1
|
|
|
42.8
|
|
|
2.6
|
|
|
44.5
|
|
||||||
Appropriate portion of rentals
(c)
|
2.5
|
|
|
2.5
|
|
|
2.2
|
|
|
2.2
|
|
|
0.5
|
|
|
2.9
|
|
||||||
Total fixed charges
|
61.9
|
|
|
49.8
|
|
|
46.3
|
|
|
45.0
|
|
|
3.1
|
|
|
47.4
|
|
||||||
Ratio of earnings to fixed charges
(d)(e)(f)(g)
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
*
|
Earnings used in computing the ratio of earnings to combined fixed charges consists of income from continuing operations before income taxes, adjustment for noncontrolling interests/minority interests, income/loss from equity method investees, and fixed charges except for capitalized interest.
|
|
|
(a)
|
Consolidated results for the year ended December 31, 2014, and the period ended January 24, 2013 to December 31, 2013, are the same for both CyrusOne Inc. and CyrusOne LP.
|
|
|
(b)
|
Periods represent results of the Predecessor on a “carved-out basis” from CBI for all respective periods.
|
|
|
(c)
|
Represents the estimated portion of operating lease expense deemed to represent interest for each respective period presented.
|
|
|
(d)
|
For the years ended December 31, 2015 and 2014, earnings were insufficient to cover fixed charges by $22.6 million and $16.3 million, respectively.
|
|
|
(e)
|
For the period ended December 31, 2013 (January 24, 2013 to December 31, 2013), earnings were insufficient to cover fixed charges by $14.2 million.
|
|
|
(f)
|
For the period ended January 23, 2013 (January 1, 2013 to January 23, 2013), earnings were insufficient to cover fixed charges by $19.9 million.
|
|
|
(g)
|
For the year ended December 31, 2012, earnings were insufficient to cover fixed charges by $27.5 million.
|
Subsidiary Name
|
State or Country of Incorporation or Formation
|
CyrusOne GP
|
Maryland
|
CyrusOne LP
|
Maryland
|
CyrusOne Finance Corp.
|
Maryland
|
CyrusOne LLC
|
Delaware
|
CyrusOne TRS Inc.
|
Delaware
|
CyrusOne Foreign Holdings LLC
|
Delaware
|
CyrusOne Government Services LLC
|
Delaware
|
Cervalis Holdings LLC
|
Delaware
|
Cervalis LLC
|
Delaware
|
Cyrus One UK Holdco LLP
|
United Kingdom
|
Cyrus One UK Limited
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 10-K/A of CyrusOne Inc. (“registrant”);
|
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.
|
February 27, 2017
|
|
|
|
/s/ Gary J. Wojtaszek
|
|
|
|
|
Gary J. Wojtaszek
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K/A of CyrusOne Inc. (“registrant”);
|
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.
|
Date: February 27, 2017
|
|
|
|
/s/ Diane M. Morefield
|
|
|
|
|
Diane M. Morefield
|
|
|
|
|
Chief Financial Officer
|
(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 results of operations of the Company.
|
/s/ Gary J. Wojtaszek
|
Gary J. Wojtaszek
|
President and Chief Executive Officer
|
February 27, 2017
|
(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 results of operations of the Company.
|
/s/ Diane M. Morefield
|
Diane M. Morefield
|
Chief Financial Officer
|
February 27, 2017
|