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ý
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QUARTERLY 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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Delaware
|
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77-0487526
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(State of incorporation)
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(I.R.S. Employer
Identification No.)
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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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Page
No.
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Item 1.
|
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Item 2.
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Item 3.
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Item 4.
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Item 1.
|
||
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Item 1A.
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||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
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Item 5.
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Item 6.
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||
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March 31,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
||||||
Assets
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
633,758
|
|
|
$
|
2,228,838
|
|
Short-term investments
|
12,353
|
|
|
12,875
|
|
||
Accounts receivable, net
|
326,440
|
|
|
291,964
|
|
||
Current portion of restricted cash
|
3,420
|
|
|
479,417
|
|
||
Other current assets
|
236,466
|
|
|
212,929
|
|
||
Assets held for sale
|
955,904
|
|
|
33,257
|
|
||
Total current assets
|
2,168,341
|
|
|
3,259,280
|
|
||
Long-term investments
|
3,969
|
|
|
4,584
|
|
||
Property, plant and equipment, net
|
6,888,232
|
|
|
5,606,436
|
|
||
Goodwill
|
3,336,968
|
|
|
1,063,200
|
|
||
Intangible assets, net
|
867,536
|
|
|
224,565
|
|
||
Other assets
|
230,789
|
|
|
198,630
|
|
||
Total assets
|
$
|
13,495,835
|
|
|
$
|
10,356,695
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
475,343
|
|
|
$
|
400,948
|
|
Accrued property, plant and equipment
|
124,684
|
|
|
103,107
|
|
||
Current portion of capital lease and other financing obligations
|
48,325
|
|
|
40,121
|
|
||
Current portion of mortgage and loans payable
|
487,065
|
|
|
770,236
|
|
||
Current portion of convertible debt
|
148,282
|
|
|
146,121
|
|
||
Other current liabilities
|
171,925
|
|
|
192,286
|
|
||
Liabilities held for sale
|
124,571
|
|
|
3,535
|
|
||
Total current liabilities
|
1,580,195
|
|
|
1,656,354
|
|
||
Capital lease and other financing obligations, less current portion
|
1,552,145
|
|
|
1,287,139
|
|
||
Mortgage and loans payable, less current portion
|
1,139,807
|
|
|
472,769
|
|
||
Senior notes
|
3,806,167
|
|
|
3,804,634
|
|
||
Other liabilities
|
598,416
|
|
|
390,413
|
|
||
Total liabilities
|
8,676,730
|
|
|
7,611,309
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
69
|
|
|
62
|
|
||
Additional paid-in capital
|
6,973,460
|
|
|
4,838,444
|
|
||
Treasury stock
|
(6,635
|
)
|
|
(7,373
|
)
|
||
Accumulated dividends
|
(1,591,908
|
)
|
|
(1,468,472
|
)
|
||
Accumulated other comprehensive loss
|
(416,554
|
)
|
|
(509,059
|
)
|
||
Accumulated deficit
|
(139,327
|
)
|
|
(108,216
|
)
|
||
Total stockholders’ equity
|
4,819,105
|
|
|
2,745,386
|
|
||
Total liabilities and stockholders’ equity
|
$
|
13,495,835
|
|
|
$
|
10,356,695
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Revenues
|
$
|
844,156
|
|
|
$
|
643,174
|
|
Costs and operating expenses:
|
|
|
|
||||
Cost of revenues
|
427,680
|
|
|
298,313
|
|
||
Sales and marketing
|
106,590
|
|
|
78,616
|
|
||
General and administrative
|
165,904
|
|
|
113,640
|
|
||
Acquisition costs
|
36,536
|
|
|
1,156
|
|
||
Gains on asset sales
|
(5,242
|
)
|
|
—
|
|
||
Total costs and operating expenses
|
731,468
|
|
|
491,725
|
|
||
Income from continuing operations
|
112,688
|
|
|
151,449
|
|
||
Interest income
|
925
|
|
|
520
|
|
||
Interest expense
|
(100,863
|
)
|
|
(68,791
|
)
|
||
Other expense
|
(60,710
|
)
|
|
(514
|
)
|
||
Income (loss) from continuing operations before income taxes
|
(47,960
|
)
|
|
82,664
|
|
||
Income tax benefit (expense)
|
10,633
|
|
|
(6,212
|
)
|
||
Net income (loss) from continuing operations
|
(37,327
|
)
|
|
76,452
|
|
||
Net income from discontinued operations, net of tax
|
6,216
|
|
|
—
|
|
||
Net income (loss)
|
$
|
(31,111
|
)
|
|
$
|
76,452
|
|
Earnings (loss) per share (“EPS”):
|
|
|
|
||||
Basic EPS from continuing operations
|
$
|
(0.55
|
)
|
|
$
|
1.35
|
|
Basic EPS from discontinued operations
|
0.09
|
|
|
—
|
|
||
Basic EPS
|
$
|
(0.46
|
)
|
|
$
|
1.35
|
|
Weighted-average shares
|
68,132
|
|
|
56,661
|
|
||
Diluted EPS from continuing operations
|
$
|
(0.55
|
)
|
|
$
|
1.34
|
|
Diluted EPS from discontinued operations
|
0.09
|
|
|
—
|
|
||
Diluted EPS
|
$
|
(0.46
|
)
|
|
$
|
1.34
|
|
Weighted-average shares for diluted EPS
|
68,132
|
|
|
57,227
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Net income (loss)
|
$
|
(31,111
|
)
|
|
$
|
76,452
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustment (“CTA”) gain (loss)
|
115,899
|
|
|
(146,311
|
)
|
||
Unrealized gain (loss) on available-for-sale securities
|
(304
|
)
|
|
103
|
|
||
Unrealized gain (loss) on cash flow hedges
|
(6,784
|
)
|
|
10,556
|
|
||
Net investment hedge CTA loss
|
(16,312
|
)
|
|
—
|
|
||
Net actuarial gain on defined benefit plans
|
6
|
|
|
59
|
|
||
Total other comprehensive income (loss), net of tax
|
92,505
|
|
|
(135,593
|
)
|
||
Comprehensive income (loss), net of tax
|
$
|
61,394
|
|
|
$
|
(59,141
|
)
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(31,111
|
)
|
|
$
|
76,452
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
172,382
|
|
|
115,341
|
|
||
Stock-based compensation
|
34,061
|
|
|
30,613
|
|
||
Amortization of intangible assets
|
28,152
|
|
|
6,295
|
|
||
Amortization of debt issuance costs and debt discounts
|
5,508
|
|
|
3,774
|
|
||
Provision for allowance for doubtful accounts
|
1,885
|
|
|
1,865
|
|
||
Gain on asset sales
|
(5,242
|
)
|
|
—
|
|
||
Other items
|
4,605
|
|
|
3,191
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(11,312
|
)
|
|
(30,791
|
)
|
||
Income taxes, net
|
(28,656
|
)
|
|
(12,555
|
)
|
||
Accounts payable and accrued expenses
|
(40,217
|
)
|
|
29,693
|
|
||
Other assets and liabilities
|
(25,785
|
)
|
|
8,933
|
|
||
Net cash provided by operating activities
|
104,270
|
|
|
232,811
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(10,875
|
)
|
|
(18,446
|
)
|
||
Sales of investments
|
14,294
|
|
|
6,709
|
|
||
Maturities of investments
|
—
|
|
|
7,031
|
|
||
Business acquisitions, net of cash acquired
|
(1,601,627
|
)
|
|
(10,247
|
)
|
||
Purchases of real estate
|
(16,408
|
)
|
|
(38,282
|
)
|
||
Purchases of other property, plant and equipment
|
(197,700
|
)
|
|
(150,120
|
)
|
||
Proceeds from sale of assets
|
22,825
|
|
|
—
|
|
||
Changes in restricted cash
|
466,704
|
|
|
3,521
|
|
||
Net cash used in investing activities
|
(1,322,787
|
)
|
|
(199,834
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from employee equity awards
|
16,304
|
|
|
16,384
|
|
||
Payment of dividends
|
(124,836
|
)
|
|
(96,619
|
)
|
||
Proceeds from loans payable
|
701,250
|
|
|
—
|
|
||
Repayment of capital lease and other financing obligations
|
(33,232
|
)
|
|
(5,296
|
)
|
||
Repayment of mortgage and loans payable
|
(936,353
|
)
|
|
(13,361
|
)
|
||
Other financing activities
|
499
|
|
|
98
|
|
||
Net cash used in financing activities
|
(376,368
|
)
|
|
(98,794
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
(195
|
)
|
|
(8,391
|
)
|
||
Net decrease in cash and cash equivalents
|
(1,595,080
|
)
|
|
(74,208
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,228,838
|
|
|
610,917
|
|
||
Cash and cash equivalents at end of period
|
$
|
633,758
|
|
|
$
|
536,709
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income (loss):
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
(37,327
|
)
|
|
$
|
76,452
|
|
Net income from discontinued operations
|
6,216
|
|
|
—
|
|
||
Net income (loss)
|
$
|
(31,111
|
)
|
|
$
|
76,452
|
|
Weighted-average shares used to calculate basic EPS
|
68,132
|
|
|
56,661
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Employee equity awards
|
—
|
|
|
566
|
|
||
Weighted-average shares used to calculate diluted EPS
|
68,132
|
|
|
57,227
|
|
||
Basic EPS:
|
|
|
|
||||
Continuing operations
|
$
|
(0.55
|
)
|
|
$
|
1.35
|
|
Discontinued operations
|
0.09
|
|
|
—
|
|
||
Basic EPS
|
$
|
(0.46
|
)
|
|
$
|
1.35
|
|
Diluted EPS:
|
|
|
|
||||
Continuing operations
|
$
|
(0.55
|
)
|
|
$
|
1.34
|
|
Discontinued operations
|
0.09
|
|
|
—
|
|
||
Diluted EPS
|
$
|
(0.46
|
)
|
|
$
|
1.34
|
|
|
Three months ended
March 31, |
||||
|
2016
|
|
2015
|
||
Shares reserved for conversion of 4.75% convertible subordinated notes
|
1,969
|
|
|
1,942
|
|
Common stock related to employee equity awards
|
1,583
|
|
|
211
|
|
|
3,552
|
|
|
2,153
|
|
3.
|
Acquisitions
|
Cash and cash equivalents
|
$
|
73,368
|
|
Accounts receivable
|
20,022
|
|
|
Other current assets
|
39,929
|
|
|
Property, plant and equipment
|
1,249,374
|
|
|
Goodwill
|
2,745,913
|
|
|
Intangible assets
|
861,817
|
|
|
Deferred tax assets
|
568
|
|
|
Other assets
|
4,123
|
|
|
Total assets acquired
|
4,995,114
|
|
|
Accounts payable and accrued expenses
|
(163,490
|
)
|
|
Accrued property, plant and equipment
|
(3,634
|
)
|
|
Capital lease and other financing obligations
|
(263,894
|
)
|
|
Mortgage and loans payable
|
(592,304
|
)
|
|
Other current liabilities
|
(33,730
|
)
|
|
Deferred tax liabilities
|
(156,667
|
)
|
|
Other liabilities
|
(36,509
|
)
|
|
Net assets acquired
|
$
|
3,744,886
|
|
Intangible assets
|
Fair value
|
|
Estimated useful lives (years)
|
|
Weighted-average estimated useful lives (years)
|
||
Customer relationships
|
$
|
764,550
|
|
|
13.5
|
|
13.5
|
Trade names
|
72,033
|
|
|
1.5
|
|
1.5
|
|
Favorable leases
|
25,234
|
|
|
2.4 - 33.0
|
|
13.6
|
Cash and cash equivalent
|
$
|
33,198
|
|
Accounts receivable
|
7,359
|
|
|
Other current assets
|
51,038
|
|
|
Long-term investments
|
3,806
|
|
|
Property, plant and equipment
|
308,985
|
|
|
Goodwill
|
95,444
|
|
|
Intangible assets
|
111,374
|
|
|
Other assets
|
22,981
|
|
|
Total assets acquired
|
634,185
|
|
|
Accounts payable and accrued expenses
|
(15,028
|
)
|
|
Accrued property, plant and equipment
|
(465
|
)
|
|
Capital lease and other financing obligations
|
(108,833
|
)
|
|
Mortgage and loans payable
|
(190,227
|
)
|
|
Other current liabilities
|
(8,689
|
)
|
|
Deferred tax liabilities
|
(32,192
|
)
|
|
Other liabilities
|
(3,384
|
)
|
|
Net assets acquired
|
$
|
275,367
|
|
Intangible assets
|
Fair value
|
|
Estimated useful lives (years)
|
|
Weighted-average estimated useful lives (years)
|
||
Customer relationships
|
$
|
105,434
|
|
|
13
|
|
13
|
Trade name
|
3,455
|
|
|
2
|
|
2
|
|
Favorable solar contracts
|
2,410
|
|
|
18
|
|
18
|
|
Other intangible assets
|
75
|
|
|
0.25
|
|
0.25
|
|
Three months ended March 31,
|
||
|
2015
|
||
Revenues
|
$
|
778,536
|
|
Net income from continuing operations
|
50,960
|
|
|
Basic EPS
|
0.80
|
|
|
Diluted EPS
|
0.80
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Accounts receivable
|
$
|
9,011
|
|
|
$
|
2,222
|
|
Other current assets
|
3,178
|
|
|
408
|
|
||
Property, plant and equipment
|
216,364
|
|
|
23,533
|
|
||
Goodwill
|
518,766
|
|
|
5,000
|
|
||
Intangible assets
|
206,644
|
|
|
784
|
|
||
Other assets
|
1,941
|
|
|
1,310
|
|
||
Total assets held for sale
|
955,904
|
|
|
$
|
33,257
|
|
|
|
|
|
|
||||
Accounts payable, accrued expenses and estimated costs to sell
|
$
|
(56,367
|
)
|
|
$
|
(654
|
)
|
Accrued property, plant and equipment
|
—
|
|
|
(816
|
)
|
||
Current portion of capital lease and other financing obligation
|
(93
|
)
|
|
—
|
|
||
Other current liabilities
|
(4,048
|
)
|
|
(435
|
)
|
||
Capital lease and other financing obligations, less current portion
|
(56,896
|
)
|
|
—
|
|
||
Other liabilities
|
(7,167
|
)
|
|
(1,630
|
)
|
||
Total liabilities held for sale
|
$
|
(124,571
|
)
|
|
$
|
(3,535
|
)
|
5.
|
Discontinued Operations
|
|
Three months ended
March 31, 2016 |
||
Revenues
|
$
|
20,581
|
|
Costs and operating expenses:
|
|
||
Cost of revenues
|
11,610
|
|
|
Sales and marketing
|
217
|
|
|
General and administrative
|
383
|
|
|
Total costs and operating expenses
|
12,210
|
|
|
Income from operations of discontinued operations
|
8,371
|
|
|
Interest and other, net
|
(469
|
)
|
|
Income from discontinued operations before income taxes
|
7,902
|
|
|
Income tax expense
|
(1,686
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
6,216
|
|
6.
|
Derivatives and Hedging Activities
|
|
Notional
Amount
|
|
Fair Value
(1)
|
|
Accumulated other
comprehensive
income (loss)
(2) (3)
|
||||||
Derivative assets
|
$
|
282,657
|
|
|
$
|
11,965
|
|
|
$
|
27,270
|
|
Derivative liabilities
|
236,860
|
|
|
(6,762
|
)
|
|
(21,445
|
)
|
|||
|
$
|
519,517
|
|
|
$
|
5,203
|
|
|
$
|
5,825
|
|
|
(1)
|
All derivative assets related to cash flow hedges are included in the condensed consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
|
(2)
|
Included in the condensed consolidated balance sheets within accumulated other comprehensive income (loss).
|
(3)
|
The Company recorded a net gain of $
5,951
within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue and expenses as they mature in the next
12 months
.
|
|
Notional
Amount
|
|
Fair Value
(1)
|
|
Accumulated other
comprehensive
income (loss)
(2)(3)
|
||||||
Derivative assets
|
$
|
367,330
|
|
|
$
|
16,027
|
|
|
$
|
34,578
|
|
Derivative liabilities
|
47,447
|
|
|
(813
|
)
|
|
(19,709
|
)
|
|||
|
$
|
414,777
|
|
|
$
|
15,214
|
|
|
$
|
14,869
|
|
|
(1)
|
All derivative assets related to cash flow hedges are included in the condensed consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
|
(2)
|
Included in the condensed consolidated balance sheets within accumulated other comprehensive income (loss).
|
(3)
|
The Company recorded a net gain of
$12,940
within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue and expense as they mature over the next 12 months.
|
|
Gross
Amounts
|
|
Gross
amounts
offset in the
balance
sheet
|
|
Net amounts
(1)
|
|
Gross
amounts not
offset in the
balance
sheet
(2)
|
|
Net
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
$
|
11,965
|
|
|
$
|
—
|
|
|
$
|
11,965
|
|
|
$
|
(4,984
|
)
|
|
$
|
6,981
|
|
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
11,965
|
|
|
—
|
|
|
11,965
|
|
|
(4,984
|
)
|
|
6,981
|
|
|||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
5,871
|
|
|
—
|
|
|
5,871
|
|
|
—
|
|
|
5,871
|
|
|||||
Economic hedges of embedded derivatives
|
2,035
|
|
|
—
|
|
|
2,035
|
|
|
(4
|
)
|
|
2,031
|
|
|||||
Foreign currency forward and option contracts
|
3,139
|
|
|
—
|
|
|
3,139
|
|
|
(50
|
)
|
|
3,089
|
|
|||||
|
11,045
|
|
|
—
|
|
|
11,045
|
|
|
(54
|
)
|
|
10,991
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,850
|
)
|
|
(4,850
|
)
|
|||||
|
$
|
23,010
|
|
|
$
|
—
|
|
|
$
|
23,010
|
|
|
$
|
(9,888
|
)
|
|
$
|
13,122
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
$
|
6,762
|
|
|
$
|
—
|
|
|
$
|
6,762
|
|
|
$
|
(4,984
|
)
|
|
$
|
1,778
|
|
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
3,563
|
|
|
—
|
|
|
3,563
|
|
|
—
|
|
|
3,563
|
|
|||||
|
10,325
|
|
|
—
|
|
|
10,325
|
|
|
(4,984
|
)
|
|
5,341
|
|
|||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
4,978
|
|
|
—
|
|
|
4,978
|
|
|
—
|
|
|
4,978
|
|
|||||
Economic hedges of embedded derivatives
|
32
|
|
|
—
|
|
|
32
|
|
|
(4
|
)
|
|
28
|
|
|||||
Foreign currency forward and option contracts
|
4,107
|
|
|
—
|
|
|
4,107
|
|
|
(50
|
)
|
|
4,057
|
|
|||||
|
9,117
|
|
|
—
|
|
|
9,117
|
|
|
(54
|
)
|
|
9,063
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,850
|
)
|
|
(4,850
|
)
|
|||||
|
$
|
19,442
|
|
|
$
|
—
|
|
|
$
|
19,442
|
|
|
$
|
(9,888
|
)
|
|
$
|
9,554
|
|
|
(1)
|
As presented in the Company’s condensed consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
|
(2)
|
The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default.
|
|
Gross
Amounts
|
|
Gross
amounts
offset in the
balance
sheet
|
|
Net balance
sheet
amounts
(1)
|
|
Gross
amounts not
offset in the
balance
sheet
(2)
|
|
Net
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward and option contracts
|
$
|
16,027
|
|
|
$
|
—
|
|
|
$
|
16,027
|
|
|
$
|
(813
|
)
|
|
$
|
15,214
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
8,926
|
|
|
—
|
|
|
8,926
|
|
|
—
|
|
|
8,926
|
|
|||||
Economic hedges of embedded derivatives
|
744
|
|
|
—
|
|
|
744
|
|
|
—
|
|
|
744
|
|
|||||
Foreign currency forward contracts
|
43,203
|
|
|
—
|
|
|
43,203
|
|
|
(34,577
|
)
|
|
8,626
|
|
|||||
|
52,873
|
|
|
—
|
|
|
52,873
|
|
|
(34,577
|
)
|
|
18,296
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,512
|
)
|
|
(9,512
|
)
|
|||||
|
$
|
68,900
|
|
|
$
|
—
|
|
|
$
|
68,900
|
|
|
$
|
(44,902
|
)
|
|
$
|
23,998
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
$
|
813
|
|
|
$
|
—
|
|
|
$
|
813
|
|
|
$
|
(813
|
)
|
|
$
|
—
|
|
|
813
|
|
|
—
|
|
|
813
|
|
|
(813
|
)
|
|
—
|
|
|||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
1,772
|
|
|
—
|
|
|
1,772
|
|
|
—
|
|
|
1,772
|
|
|||||
Economic hedges of embedded derivatives
|
417
|
|
|
—
|
|
|
417
|
|
|
—
|
|
|
417
|
|
|||||
Foreign currency forward and option contracts
|
76,923
|
|
|
—
|
|
|
76,923
|
|
|
(34,577
|
)
|
|
42,346
|
|
|||||
|
79,112
|
|
|
—
|
|
|
79,112
|
|
|
(34,577
|
)
|
|
44,535
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,512
|
)
|
|
(9,512
|
)
|
|||||
|
$
|
79,925
|
|
|
$
|
—
|
|
|
$
|
79,925
|
|
|
$
|
(44,902
|
)
|
|
$
|
35,023
|
|
|
(1)
|
As presented in the Company’s condensed consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.
|
(2)
|
The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default.
|
7.
|
Fair Value Measurements
|
|
Fair value at
March 31, 2016 |
|
Fair value
measurement using
|
||||||||
|
Level 1
|
|
Level 2
|
||||||||
Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
396,449
|
|
|
$
|
396,449
|
|
|
$
|
—
|
|
Money market and deposit accounts
|
234,119
|
|
|
234,119
|
|
|
—
|
|
|||
Publicly traded equity securities
|
3,766
|
|
|
3,766
|
|
|
—
|
|
|||
Certificates of deposit
|
15,747
|
|
|
—
|
|
|
15,747
|
|
|||
Derivative instruments
(1)
|
23,010
|
|
|
—
|
|
|
23,010
|
|
|||
|
$
|
673,091
|
|
|
$
|
634,334
|
|
|
$
|
38,757
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
$
|
19,442
|
|
|
$
|
—
|
|
|
$
|
19,442
|
|
|
$
|
19,442
|
|
|
$
|
—
|
|
|
$
|
19,442
|
|
(1)
|
Includes both foreign currency embedded derivatives and foreign currency forward and option contracts. Amounts are included within other current assets, other assets, others current liabilities and other liabilities in the Company’s accompanying condensed consolidated balance sheet.
|
|
Fair value at
December 31, 2015 |
|
Fair value
measurement using
|
||||||||
|
Level 1
|
|
Level 2
|
||||||||
Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
1,139,554
|
|
|
$
|
1,139,554
|
|
|
$
|
—
|
|
Money market and deposit accounts
|
1,089,284
|
|
|
1,089,284
|
|
|
—
|
|
|||
Publicly traded equity securities
|
3,353
|
|
|
3,353
|
|
|
—
|
|
|||
Certificates of deposit
|
14,106
|
|
|
—
|
|
|
14,106
|
|
|||
Derivative instruments
(1)
|
68,900
|
|
|
—
|
|
|
68,900
|
|
|||
|
$
|
2,315,197
|
|
|
$
|
2,232,191
|
|
|
$
|
83,006
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
$
|
79,925
|
|
|
$
|
—
|
|
|
$
|
79,925
|
|
|
$
|
79,925
|
|
|
$
|
—
|
|
|
$
|
79,925
|
|
|
(1)
|
Includes both foreign currency embedded derivatives and foreign currency forward and option contracts. Amounts are included within other current assets, other assets, other current liabilities and other liabilities in the Company’s accompanying condensed consolidated balance sheet.
|
8.
|
Leases
|
|
Capital lease
obligations
|
|
Other
financing
obligations
(1)
|
|
Total
|
||||||
2016 (9 months remaining)
|
$
|
58,850
|
|
|
$
|
64,147
|
|
|
$
|
122,997
|
|
2017
|
79,509
|
|
|
86,216
|
|
|
165,725
|
|
|||
2018
|
80,032
|
|
|
82,472
|
|
|
162,504
|
|
|||
2019
|
80,857
|
|
|
77,091
|
|
|
157,948
|
|
|||
2020
|
80,878
|
|
|
74,617
|
|
|
155,495
|
|
|||
Thereafter
|
961,236
|
|
|
794,225
|
|
|
1,755,461
|
|
|||
Total minimum lease payments
|
1,341,362
|
|
|
1,178,768
|
|
|
2,520,130
|
|
|||
Plus amount representing residual property value
|
368
|
|
|
539,509
|
|
|
539,877
|
|
|||
Less amount representing interest
|
(629,395
|
)
|
|
(830,142
|
)
|
|
(1,459,537
|
)
|
|||
Present value of net minimum lease payments
|
712,335
|
|
|
888,135
|
|
|
1,600,470
|
|
|||
Less current portion
|
(23,269
|
)
|
|
(25,056
|
)
|
|
(48,325
|
)
|
|||
|
$
|
689,066
|
|
|
$
|
863,079
|
|
|
$
|
1,552,145
|
|
|
9.
|
Debt Facilities
|
|
March 31,
2016 |
|
December 31, 2015
|
||||
Term loans
|
$
|
1,139,986
|
|
|
$
|
456,740
|
|
Bridge term loan
|
422,275
|
|
|
386,547
|
|
||
Revolving credit facility borrowings
|
—
|
|
|
325,622
|
|
||
Brazil financings
|
28,873
|
|
|
27,113
|
|
||
Mortgage payable and other loans payable
|
49,568
|
|
|
47,677
|
|
||
|
1,640,702
|
|
|
1,243,699
|
|
||
Less amount representing debt discount and debt issuance cost
|
(15,895
|
)
|
|
(2,681
|
)
|
||
Plus amount representing mortgage premium
|
2,065
|
|
|
1,987
|
|
||
|
1,626,872
|
|
|
1,243,005
|
|
||
Less current portion
|
(487,065
|
)
|
|
(770,236
|
)
|
||
|
$
|
1,139,807
|
|
|
$
|
472,769
|
|
|
March 31,
2016 |
|
December 31, 2015
|
||||
4.75% convertible subordinated notes
|
$
|
150,082
|
|
|
$
|
150,082
|
|
Less amount representing debt discount and debt issuance cost
|
(1,800
|
)
|
|
(3,961
|
)
|
||
|
$
|
148,282
|
|
|
$
|
146,121
|
|
|
March 31,
2016 |
|
December 31, 2015
|
||||
5.375% Senior Notes due 2023
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
5.375% Senior Notes due 2022
|
750,000
|
|
|
750,000
|
|
||
4.875% Senior Notes due 2020
|
500,000
|
|
|
500,000
|
|
||
5.75% Senior Notes due 2025
|
500,000
|
|
|
500,000
|
|
||
5.875% Senior Notes due 2026
|
1,100,000
|
|
|
1,100,000
|
|
||
|
3,850,000
|
|
|
3,850,000
|
|
||
Less amount representing debt issuance cost
|
(43,833
|
)
|
|
(45,366
|
)
|
||
|
$
|
3,806,167
|
|
|
$
|
3,804,634
|
|
Year ending:
|
|
||
2016 (9 months remaining)
|
$
|
624,264
|
|
2017
|
60,136
|
|
|
2018
|
56,255
|
|
|
2019
|
356,803
|
|
|
2020
|
510,232
|
|
|
Thereafter
|
4,035,159
|
|
|
|
$
|
5,642,849
|
|
|
March 31,
2016 |
|
December 31, 2015
|
||||
Mortgage and loans payable
|
$
|
1,624,926
|
|
|
$
|
916,602
|
|
Convertible debt
|
152,896
|
|
|
151,997
|
|
||
Senior notes
|
4,024,875
|
|
|
3,954,000
|
|
||
Revolving credit line
|
—
|
|
|
325,617
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Interest expense
|
$
|
100,863
|
|
|
$
|
68,791
|
|
Interest capitalized
|
2,286
|
|
|
3,203
|
|
||
Interest charges incurred
|
$
|
103,149
|
|
|
$
|
71,994
|
|
10.
|
Commitments and Contingencies
|
11.
|
Stockholders' Equity
|
|
Balance as of
December 31, 2015 |
|
Net
Change
|
|
Balance as of
March 31, 2016 |
||||||
Foreign currency translation adjustment (“CTA”) gain (loss)
|
$
|
(523,709
|
)
|
|
$
|
115,899
|
|
|
$
|
(407,810
|
)
|
Unrealized gain (loss) on cash flow hedges
|
11,153
|
|
|
(6,784
|
)
|
|
4,369
|
|
|||
Unrealized loss on available-for-sale securities
|
(139
|
)
|
|
(304
|
)
|
|
(443
|
)
|
|||
Net investment hedge CTA gain (loss)
|
4,484
|
|
|
(16,312
|
)
|
|
(11,828
|
)
|
|||
Net actuarial gain (loss) on defined benefit plans
|
(848
|
)
|
|
6
|
|
|
(842
|
)
|
|||
|
$
|
(509,059
|
)
|
|
$
|
92,505
|
|
|
$
|
(416,554
|
)
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Cost of revenues
|
$
|
2,997
|
|
|
$
|
2,306
|
|
Sales and marketing
|
9,771
|
|
|
8,711
|
|
||
General and administrative
|
21,747
|
|
|
19,596
|
|
||
|
$
|
34,515
|
|
|
$
|
30,613
|
|
12.
|
Segment Information
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Adjusted EBITDA:
|
|
|
|
||||
Americas
|
$
|
184,460
|
|
|
$
|
172,734
|
|
EMEA
|
111,489
|
|
|
76,031
|
|
||
Asia-Pacific
|
84,701
|
|
|
56,983
|
|
||
Total adjusted EBITDA
|
380,650
|
|
|
305,748
|
|
||
Depreciation, amortization and accretion expense
|
(202,153
|
)
|
|
(122,530
|
)
|
||
Stock-based compensation expense
|
(34,515
|
)
|
|
(30,613
|
)
|
||
Acquisition costs
|
(36,536
|
)
|
|
(1,156
|
)
|
||
Gains on asset sales
|
5,242
|
|
|
—
|
|
||
Income from operations
|
$
|
112,688
|
|
|
$
|
151,449
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Total revenues:
|
|
|
|
||||
Americas
|
$
|
404,394
|
|
|
$
|
363,969
|
|
EMEA
|
267,856
|
|
|
164,623
|
|
||
Asia-Pacific
|
171,906
|
|
|
114,582
|
|
||
|
$
|
844,156
|
|
|
$
|
643,174
|
|
Total depreciation and amortization:
|
|
|
|
||||
Americas
|
$
|
76,259
|
|
|
$
|
66,727
|
|
EMEA
|
76,050
|
|
|
26,507
|
|
||
Asia-Pacific
|
48,225
|
|
|
28,402
|
|
||
|
$
|
200,534
|
|
|
$
|
121,636
|
|
Capital expenditures:
|
|
|
|
||||
Americas
|
$
|
83,499
|
|
|
$
|
82,726
|
|
EMEA
|
57,273
|
|
|
27,556
|
|
||
Asia-Pacific
|
56,928
|
|
|
39,838
|
|
||
|
$
|
197,700
|
|
|
$
|
150,120
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Americas
|
$
|
3,074,737
|
|
|
$
|
3,025,450
|
|
EMEA
|
2,287,091
|
|
|
1,157,304
|
|
||
Asia-Pacific
|
1,526,404
|
|
|
1,423,682
|
|
||
|
$
|
6,888,232
|
|
|
$
|
5,606,436
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Colocation
|
$
|
619,893
|
|
|
$
|
481,545
|
|
Interconnection
|
127,205
|
|
|
101,658
|
|
||
Managed infrastructure
|
44,736
|
|
|
23,855
|
|
||
Other
|
5,260
|
|
|
2,599
|
|
||
Recurring revenues
|
797,094
|
|
|
609,657
|
|
||
Non-recurring revenues
|
47,062
|
|
|
33,517
|
|
||
|
$
|
844,156
|
|
|
$
|
643,174
|
|
13.
|
Subsequent Events
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Non-GAAP Financial Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations and Off-Balance-Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
$
|
380,156
|
|
|
45
|
%
|
|
$
|
347,054
|
|
|
54
|
%
|
|
10
|
%
|
|
12
|
%
|
Non-recurring revenues
|
24,238
|
|
|
3
|
%
|
|
16,915
|
|
|
3
|
%
|
|
43
|
%
|
|
44
|
%
|
||
|
404,394
|
|
|
48
|
%
|
|
363,969
|
|
|
57
|
%
|
|
11
|
%
|
|
13
|
%
|
||
EMEA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
253,381
|
|
|
30
|
%
|
|
153,424
|
|
|
24
|
%
|
|
65
|
%
|
|
69
|
%
|
||
Non-recurring revenues
|
14,475
|
|
|
2
|
%
|
|
11,199
|
|
|
2
|
%
|
|
29
|
%
|
|
33
|
%
|
||
|
267,856
|
|
|
32
|
%
|
|
164,623
|
|
|
26
|
%
|
|
63
|
%
|
|
67
|
%
|
||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
163,557
|
|
|
19
|
%
|
|
109,179
|
|
|
17
|
%
|
|
50
|
%
|
|
53
|
%
|
||
Non-recurring revenues
|
8,349
|
|
|
1
|
%
|
|
5,403
|
|
|
0
|
%
|
|
55
|
%
|
|
59
|
%
|
||
|
171,906
|
|
|
20
|
%
|
|
114,582
|
|
|
17
|
%
|
|
50
|
%
|
|
54
|
%
|
||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
797,094
|
|
|
94
|
%
|
|
609,657
|
|
|
95
|
%
|
|
31
|
%
|
|
34
|
%
|
||
Non-recurring revenues
|
47,062
|
|
|
6
|
%
|
|
33,517
|
|
|
5
|
%
|
|
40
|
%
|
|
43
|
%
|
||
|
$
|
844,156
|
|
|
100
|
%
|
|
$
|
643,174
|
|
|
100
|
%
|
|
31
|
%
|
|
34
|
%
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas
|
$
|
170,126
|
|
|
40
|
%
|
|
$
|
150,369
|
|
|
50
|
%
|
|
13
|
%
|
|
17
|
%
|
EMEA
|
151,762
|
|
|
35
|
%
|
|
81,216
|
|
|
28
|
%
|
|
87
|
%
|
|
91
|
%
|
||
Asia-Pacific
|
105,792
|
|
|
25
|
%
|
|
66,728
|
|
|
22
|
%
|
|
59
|
%
|
|
61
|
%
|
||
Total
|
$
|
427,680
|
|
|
100
|
%
|
|
$
|
298,313
|
|
|
100
|
%
|
|
43
|
%
|
|
47
|
%
|
|
Three months ended
March 31, |
||||
|
2016
|
|
2015
|
||
Cost of revenues as a percentage of revenues:
|
|
|
|
||
Americas
|
42
|
%
|
|
41
|
%
|
EMEA
|
57
|
%
|
|
49
|
%
|
Asia-Pacific
|
62
|
%
|
|
58
|
%
|
Total
|
51
|
%
|
|
46
|
%
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas
|
$
|
57,753
|
|
|
54
|
%
|
|
$
|
49,045
|
|
|
62
|
%
|
|
18
|
%
|
|
20
|
%
|
EMEA
|
31,851
|
|
|
30
|
%
|
|
17,245
|
|
|
22
|
%
|
|
85
|
%
|
|
88
|
%
|
||
Asia-Pacific
|
16,986
|
|
|
16
|
%
|
|
12,326
|
|
|
16
|
%
|
|
38
|
%
|
|
40
|
%
|
||
Total
|
$
|
106,590
|
|
|
100
|
%
|
|
$
|
78,616
|
|
|
100
|
%
|
|
36
|
%
|
|
38
|
%
|
|
Three months ended
March 31, |
||||
|
2016
|
|
2015
|
||
Sales and marketing expenses as a percentage of revenues:
|
|
|
|
||
Americas
|
14
|
%
|
|
13
|
%
|
EMEA
|
12
|
%
|
|
10
|
%
|
Asia-Pacific
|
10
|
%
|
|
11
|
%
|
Total
|
13
|
%
|
|
12
|
%
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas
|
$
|
93,104
|
|
|
56
|
%
|
|
$
|
82,123
|
|
|
72
|
%
|
|
13
|
%
|
|
14
|
%
|
EMEA
|
55,477
|
|
|
33
|
%
|
|
20,431
|
|
|
18
|
%
|
|
172
|
%
|
|
176
|
%
|
||
Asia-Pacific
|
17,323
|
|
|
11
|
%
|
|
11,086
|
|
|
10
|
%
|
|
56
|
%
|
|
60
|
%
|
||
Total
|
$
|
165,904
|
|
|
100
|
%
|
|
$
|
113,640
|
|
|
100
|
%
|
|
46
|
%
|
|
48
|
%
|
|
Three months ended
March 31, |
||||
|
2016
|
|
2015
|
||
General and administrative expenses as a percentage of revenues:
|
|
|
|
||
Americas
|
23
|
%
|
|
23
|
%
|
EMEA
|
21
|
%
|
|
12
|
%
|
Asia-Pacific
|
10
|
%
|
|
10
|
%
|
Total
|
20
|
%
|
|
18
|
%
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas
|
$
|
88,539
|
|
|
79
|
%
|
|
$
|
81,466
|
|
|
54
|
%
|
|
9
|
%
|
|
9
|
%
|
EMEA
|
(7,419
|
)
|
|
(7
|
)%
|
|
45,541
|
|
|
30
|
%
|
|
(116
|
)%
|
|
(112
|
)%
|
||
Asia-Pacific
|
31,568
|
|
|
28
|
%
|
|
24,442
|
|
|
16
|
%
|
|
29
|
%
|
|
37
|
%
|
||
Total
|
$
|
112,688
|
|
|
100
|
%
|
|
$
|
151,449
|
|
|
100
|
%
|
|
(26
|
)%
|
|
(23
|
)%
|
|
Three months ended March 31,
|
|
% change
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Actual
|
|
Constant
currency
|
||||||||
Americas
|
$
|
184,460
|
|
|
49
|
%
|
|
$
|
172,734
|
|
|
56
|
%
|
|
7
|
%
|
|
8
|
%
|
EMEA
|
111,489
|
|
|
29
|
%
|
|
76,031
|
|
|
25
|
%
|
|
47
|
%
|
|
51
|
%
|
||
Asia-Pacific
|
84,701
|
|
|
22
|
%
|
|
56,983
|
|
|
19
|
%
|
|
49
|
%
|
|
53
|
%
|
||
Total
|
$
|
380,650
|
|
|
100
|
%
|
|
$
|
305,748
|
|
|
100
|
%
|
|
24
|
%
|
|
27
|
%
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Income from continuing operations
|
$
|
112,688
|
|
|
$
|
151,449
|
|
Depreciation, amortization, and accretion expense
|
202,153
|
|
|
122,530
|
|
||
Stock-based compensation expense
|
34,515
|
|
|
30,613
|
|
||
Acquisition costs
|
36,536
|
|
|
1,156
|
|
||
Gains on asset sales
|
(5,242
|
)
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
380,650
|
|
|
$
|
305,748
|
|
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
(31,111
|
)
|
|
$
|
76,452
|
|
Adjustments:
|
|
|
|
||||
Real estate depreciation and amortization
|
150,995
|
|
|
102,648
|
|
||
(Gain) loss on disposition of real estate property
|
(4,037
|
)
|
|
62
|
|
||
Adjustments for FFO from unconsolidated joint ventures
|
28
|
|
|
28
|
|
||
NAREIT FFO attributable to common shareholders
|
$
|
115,875
|
|
|
$
|
179,190
|
|
|
|
||||||
|
Three months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
NAREIT FFO attributable to common shareholders
|
$
|
115,875
|
|
|
$
|
179,190
|
|
Adjustments:
|
|
|
|
||||
Installation revenue adjustment
|
3,354
|
|
|
8,654
|
|
||
Straight-line rent expense adjustment
|
1,133
|
|
|
3,201
|
|
||
Amortization of deferred financing costs
|
5,508
|
|
|
3,858
|
|
||
Stock-based compensation expense
|
34,515
|
|
|
30,613
|
|
||
Non-real estate depreciation expense
|
21,387
|
|
|
12,693
|
|
||
Amortization expense
|
28,152
|
|
|
6,295
|
|
||
Accretion expense
|
1,619
|
|
|
894
|
|
||
Recurring capital expenditures
|
(31,815
|
)
|
|
(22,373
|
)
|
||
Acquisition costs
|
36,536
|
|
|
1,156
|
|
||
Income tax expense adjustment
(1)
|
(190
|
)
|
|
(2,408
|
)
|
||
Adjustments for AFFO from unconsolidated joint ventures
|
(12
|
)
|
|
(17
|
)
|
||
Net income from discontinued operations, net of tax
|
(6,216
|
)
|
|
—
|
|
||
Adjusted Funds from Operations (AFFO)
|
$
|
209,846
|
|
|
$
|
221,756
|
|
|
(1)
|
Represents changes in our income tax reserves and valuation allowances that may not recur or may not relate to the current year’s operations.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
104,270
|
|
|
$
|
232,811
|
|
Net cash used in investing activities
|
(1,322,787
|
)
|
|
(199,834
|
)
|
||
Net cash used in financing activities
|
(376,368
|
)
|
|
(98,794
|
)
|
|
2016
(9 months)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Term loans (1)
|
$
|
35,688
|
|
|
$
|
47,584
|
|
|
$
|
47,584
|
|
|
$
|
353,368
|
|
|
$
|
6,813
|
|
|
$
|
648,949
|
|
|
$
|
1,139,986
|
|
Interest (2)
|
187,403
|
|
|
248,652
|
|
|
246,858
|
|
|
245,502
|
|
|
228,324
|
|
|
736,317
|
|
|
1,893,056
|
|
|||||||
Capital lease and other financing obligations (3)
|
$
|
152,330
|
|
|
$
|
167,107
|
|
|
$
|
163,834
|
|
|
$
|
159,278
|
|
|
$
|
156,825
|
|
|
$
|
1,762,869
|
|
|
$
|
2,562,243
|
|
Operating leases (4)
|
122,662
|
|
|
146,855
|
|
|
138,997
|
|
|
129,311
|
|
|
116,777
|
|
|
1,003,874
|
|
|
1,658,476
|
|
|||||||
Other contractual commitments (5)
|
701,000
|
|
|
95,051
|
|
|
24,607
|
|
|
3,171
|
|
|
2,870
|
|
|
26,331
|
|
|
853,030
|
|
|||||||
Asset retirement obligations (6)
|
1,908
|
|
|
11,937
|
|
|
7,152
|
|
|
12,553
|
|
|
6,113
|
|
|
66,542
|
|
|
106,205
|
|
|||||||
|
$
|
1,200,991
|
|
|
$
|
717,186
|
|
|
$
|
629,032
|
|
|
$
|
903,183
|
|
|
$
|
517,722
|
|
|
$
|
4,244,882
|
|
|
$
|
8,212,996
|
|
|
(1)
|
Represents principal only
|
(2)
|
Represents interest on Brazil financings, convertible debt, mortgage payable, senior notes and term loans based on their approximate interest rates as of March 31, 2016.
|
(3)
|
Represents principal and interest.
|
(4)
|
Represents minimum operating lease payments, excluding potential lease renewals.
|
(5)
|
Represents off-balance sheet arrangements. Other contractual commitments are described below.
|
(6)
|
Represents liability, net of future accretion expense.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the TelecityGroup integration;
|
•
|
managing a larger combined company;
|
•
|
integrating two unique corporate cultures, which may prove to be challenging;
|
•
|
retaining key employees, customers and suppliers, each of whom may experience uncertainty associated with the TelecityGroup acquisition or who may attempt to negotiate changes in their current or future business relationships with us;
|
•
|
consolidating corporate and administrative infrastructures and eliminating duplicative operations; and
|
•
|
unforeseen expenses or delays associated with the TelecityGroup acquisition.
|
•
|
we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
|
•
|
we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and
|
•
|
we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify as a REIT.
|
•
|
the possible disruption of our ongoing business and diversion of management’s attention by acquisition, transition and integration activities, particularly when multiple acquisitions and integrations are occurring at the same time;
|
•
|
our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
|
•
|
the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
|
•
|
the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing or for other reasons;
|
•
|
the dilution of our existing stockholders as a result of our issuing stock in transactions, such as in connection with our acquisitions of Switch & Data Facilities Company, Inc. in 2010 ("Switch and Data") and TelecityGroup;
|
•
|
the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
|
•
|
the potential deterioration to our ability to access credit markets due to increased leverage;
|
•
|
the possibility that our customers may not accept either the existing equipment infrastructure or the “look-and-feel” of a new or different IBX data center;
|
•
|
the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
|
•
|
the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
|
•
|
the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
|
•
|
the possible loss or reduction in value of acquired businesses;
|
•
|
the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our taxation as a REIT;
|
•
|
the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed;
|
•
|
the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
|
•
|
the possibility of litigation or other claims in connection with, or as a result of, an acquisition, including claims from terminated employees, customers, former stockholders or other third parties;
|
•
|
the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction; and
|
•
|
the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
|
•
|
increase the likelihood of negative outlook from our rating agencies;
|
•
|
make it more difficult for us to satisfy our obligations under our various debt instruments;
|
•
|
increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;
|
•
|
increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with our competitors;
|
•
|
limit our operating flexibility through covenants with which we must comply, such as limiting our ability to repurchase shares of our common stock;
|
•
|
limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
|
•
|
make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.
|
•
|
our operating results or forecasts;
|
•
|
new issuances of equity, debt or convertible debt by us;
|
•
|
changes to our capital allocation, tax planning or business strategy;
|
•
|
our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
|
•
|
a stock repurchase program;
|
•
|
developments in our relationships with corporate customers;
|
•
|
announcements by our customers or competitors;
|
•
|
changes in regulatory policy or interpretation;
|
•
|
governmental investigations;
|
•
|
changes in the ratings of our debt or stock by rating agencies or securities analysts;
|
•
|
our purchase or development of real estate and/or additional IBX data centers;
|
•
|
our acquisitions of complementary businesses; or
|
•
|
the operational performance of our IBX data centers.
|
•
|
human error;
|
•
|
equipment failure;
|
•
|
physical, electronic and cybersecurity breaches;
|
•
|
fire, earthquake, hurricane, flood, tornado and other natural disasters;
|
•
|
extreme temperatures;
|
•
|
water damage;
|
•
|
fiber cuts;
|
•
|
power loss;
|
•
|
terrorist acts;
|
•
|
sabotage and vandalism; and
|
•
|
failure of business partners who provide our resale products.
|
•
|
the costs of customizing IBX data centers for foreign countries;
|
•
|
protectionist laws and business practices favoring local competition;
|
•
|
greater difficulty or delay in accounts receivable collection;
|
•
|
difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers’ councils;
|
•
|
difficulties in managing across cultures and in foreign languages;
|
•
|
political and economic instability;
|
•
|
fluctuations in currency exchange rates;
|
•
|
difficulties in repatriating funds from certain countries;
|
•
|
our ability to obtain, transfer, or maintain licenses required by governmental entities with respect to our business;
|
•
|
unexpected changes in regulatory, tax and political environments;
|
•
|
our ability to secure and maintain the necessary physical and telecommunications infrastructure;
|
•
|
compliance with anti-bribery and corruption laws;
|
•
|
compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury; and
|
•
|
compliance with evolving governmental regulation with which we have little experience.
|
•
|
fluctuations of foreign currencies in the markets in which we operate;
|
•
|
the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;
|
•
|
demand for space, power and services at our IBX data centers;
|
•
|
changes in general economic conditions, such as an economic downturn, or specific market conditions in the telecommunications and Internet industries, both of which may have an impact on our customer base;
|
•
|
charges to earnings resulting from past acquisitions due to, among other things, impairment of goodwill or intangible assets, reduction in the useful lives of intangible assets acquired, identification of additional assumed contingent liabilities or revised estimates to restructure an acquired company’s operations;
|
•
|
the duration of the sales cycle for our offerings and our ability to ramp our newly-hired sales persons to full productivity within the time period we have forecasted;
|
•
|
restructuring charges or reversals of restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy or otherwise;
|
•
|
acquisitions or dispositions we may make;
|
•
|
the financial condition and credit risk of our customers;
|
•
|
the provision of customer discounts and credits;
|
•
|
the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
|
•
|
the timing required for new and future IBX data centers to open or become fully utilized;
|
•
|
competition in the markets in which we operate;
|
•
|
conditions related to international operations;
|
•
|
increasing repair and maintenance expenses in connection with aging IBX data centers;
|
•
|
lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;
|
•
|
changes in rent expense as we amend our IBX data center leases in connection with extending their lease terms when their initial lease term expiration dates approach or changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses;
|
•
|
the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations and acquisitions, if any, of complementary businesses and assets;
|
•
|
the cost and availability of adequate public utilities, including power;
|
•
|
changes in employee stock-based compensation;
|
•
|
overall inflation;
|
•
|
increasing interest expense due to any increases in interest rates and/or potential additional debt financings;
|
•
|
changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
|
•
|
changes in income tax benefit or expense; and
|
•
|
changes in or new generally accepted accounting principles (“GAAP”) in the U.S. as periodically released by the Financial Accounting Standards Board (“FASB”).
|
•
|
ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;
|
•
|
authorization for the issuance of “blank check” preferred stock;
|
•
|
the prohibition of cumulative voting in the election of directors;
|
•
|
limits on the persons who may call special meetings of stockholders;
|
•
|
limits on stockholder action by written consent; and
|
•
|
advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
|
|
2.1
|
Rule 2.7 Announcement, dated as of May 29, 2015. Recommended Cash and Share Offer for Telecity Group plc by Equinix, Inc.
|
8-K
|
|
5/29/2015
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
Cooperation Agreement, dated as of May 29, 2015, by and between Equinix, Inc. and Telecity Group plc.
|
8-K
|
|
5/29/2015
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
Amendment to Cooperation Agreement, dated as of November 24, 2015, by and between Equinix, Inc. and Telecity Group plc.
|
10-K
|
|
12/31/2015
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.
|
10-K/A
|
|
12/31/2002
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
|
8-K
|
|
6/14/2011
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
|
8-K
|
|
6/11/2013
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
|
10-Q
|
|
6/30/2014
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
Certificate of Designation of Series A and Series A-1 Convertible Preferred Stock.
|
10-K/A
|
|
12/31/2002
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
Amended and Restated Bylaws of the Registrant.
|
8-K
|
|
3/29/2016
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
Indenture dated June 12, 2009 by and between Equinix, Inc. and U.S. Bank National Association, as trustee.
|
8-K
|
|
6/12/2009
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
Form of 4.75% Convertible Subordinated Note Due 2016 (see Exhibit 4.2).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
Indenture for the 2020 Notes dated March 5, 2013 by and between Equinix, Inc. and U.S. Bank National Association as trustee
|
8-K
|
|
3/5/2013
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
Form of 4.875% Senior Note due 2020 (see Exhibit 4.4)
|
8-K
|
|
3/5/2013
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
Indenture for the 2023 Notes dated March 5, 2013 by and between Equinix, Inc. and U.S. Bank National Association as trustee
|
8-K
|
|
3/5/2013
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
Form of 5.375% Senior Note due 2023 (see Exhibit 4.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
Indenture, dated as of November 20, 2014, between Equinix, Inc. and U.S. Bank National Association, as trustee
|
8-K
|
|
11/20/2014
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
First Supplemental Indenture, dated as of November 20, 2014, between Equinix, Inc. and U.S. Bank National Association, as trustee
|
8-K
|
|
11/20/2014
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
Form of 5.375% Senior Note due 2022 (see Exhibit 4.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
Second Supplemental Indenture, dated as of November 20, 2014, between Equinix, Inc. and U.S. Bank National Association, as trustee
|
8-K
|
|
11/20/2014
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
Form of 5.750% Senior Note due 2025 (see Exhibit 4.11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
4.13
|
Third Supplemental Indenture, dated as of December 4, 2015, between Equinix Inc. and U.S. Bank National Association, as trustee
|
8-K
|
|
12/4/2015
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
Form of 5.875% Senior Note due 2026 (See Exhibit 4.13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15
|
Form of Registrant's Common Stock Certificate
|
10-K
|
|
12/31/2014
|
|
4.13
|
|
|
|
|
|
|
|
|
|
|
|
10.1**
|
Form of Indemnification Agreement between the Registrant and each of its officers and directors.
|
S-4 (File No. 333-93749)
|
|
12/29/1999
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.2**
|
2000 Equity Incentive Plan, as amended.
|
10-Q
|
|
3/31/2012
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
10.3**
|
2000 Director Option Plan, as amended.
|
10-K
|
|
12/31/2007
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.4**
|
2001 Supplemental Stock Plan, as amended.
|
10-K
|
|
12/31/2007
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.5**
|
Equinix, Inc. 2004 Employee Stock Purchase Plan, as amended.
|
10-Q
|
|
6/30/2014
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.6**
|
Severance Agreement by and between Stephen Smith and Equinix, Inc. dated December 18, 2008.
|
10-K
|
|
12/31/2008
|
|
10.31
|
|
|
|
|
|
|
|
|
|
|
|
10.7**
|
Severance Agreement by and between Peter Van Camp and Equinix, Inc. dated December 10, 2008.
|
10-K
|
|
12/31/2008
|
|
10.32
|
|
|
|
|
|
|
|
|
|
|
|
10.8**
|
Severance Agreement by and between Keith Taylor and Equinix, Inc. dated December 19, 2008.
|
10-K
|
|
12/31/2008
|
|
10.33
|
|
|
|
|
|
|
|
|
|
|
|
10.9**
|
Change in Control Severance Agreement by and between Eric Schwartz and Equinix, Inc. dated December 19, 2008.
|
10-K
|
|
12/31/2008
|
|
10.35
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Deutsche Bank AG, London Branch.
|
8-K
|
|
6/12/2009
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Deutsche Bank AG, London Branch.
|
8-K
|
|
6/12/2009
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch.
|
8-K
|
|
6/12/2009
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch.
|
8-K
|
|
6/12/2009
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
Confirmation for Base Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Goldman, Sachs & Co.
|
8-K
|
|
6/12/2009
|
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
Confirmation for Additional Capped Call Transaction dated as of June 9, 2009 between Equinix, Inc. and Goldman, Sachs & Co.
|
8-K
|
|
6/12/2009
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
10.16**
|
Switch & Data 2007 Stock Incentive Plan.
|
S-1/A (File No. 333-137607) filed by Switch & Data Facilities Company, Inc.
|
|
2/5/2007
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
10.17**
|
Change in Control Severance Agreement by and between Charles Meyers and Equinix, Inc. dated September 30, 2010.
|
10-Q
|
|
9/30/2010
|
|
10.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
10.18**
|
Form of amendment to existing severance agreement between the Registrant and each of Messrs. Meyers, Smith, Taylor and Van Camp.
|
10-K
|
|
12/31/2010
|
|
10.33
|
|
|
|
|
|
|
|
|
|
|
|
10.19**
|
Letter amendment, dated December 14, 2010, to Change in Control Severance Agreement, dated December 18, 2008, and letter agreement relating to expatriate benefits, dated April 22, 2008, as amended, by and between the Registrant and Eric Schwartz.
|
10-K
|
|
12/31/2010
|
|
10.34
|
|
|
|
|
|
|
|
|
|
|
|
10.20**
|
Offer Letter from Equinix, Inc. to Sara Baack dated July 31, 2012.
|
10-Q
|
|
3/31/2013
|
|
10.42
|
|
|
|
|
|
|
|
|
|
|
|
10.21**
|
Change in Control Severance Agreement by and between Sara Baack and Equinix, Inc. dated July 31, 2012.
|
10-Q
|
|
3/31/2013
|
|
10.44
|
|
|
|
|
|
|
|
|
|
|
|
10.22**
|
Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for CEO and CFO.
|
10-Q
|
|
3/31/2013
|
|
10.46
|
|
|
|
|
|
|
|
|
|
|
|
10.23**
|
Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for all other Section 16 officers.
|
10-Q
|
|
3/31/2013
|
|
10.47
|
|
|
|
|
|
|
|
|
|
|
|
10.24**
|
International Long-Term Assignment Letter by and between Equinix, Inc. and Eric Schwartz, dated May 21, 2013.
|
10-Q
|
|
6/30/2013
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
10.25**
|
Employment Agreement by and between Equinix (EMEA) B.V. and Eric Schwartz, dated as of August 7, 2013.
|
10-Q
|
|
9/30/2013
|
|
10.54
|
|
|
|
|
|
|
|
|
|
|
|
10.26**
|
Restricted Stock Unit Agreement dated August 14, 2013 for Charles Meyers under the Equinix, Inc. 2000 Equity Incentive Plan.
|
10-Q
|
|
9/30/2013
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
10.27**
|
Offer Letter from Equinix, Inc. to Karl Strohmeyer dated October 28, 2013.
|
10-Q
|
|
3/31/2014
|
|
10.49
|
|
|
|
|
|
|
|
|
|
|
|
10.28**
|
Restricted Stock Unit Agreement for Karl Strohmeyer under the Equinix, Inc. 2000 Equity Incentive Plan.
|
10-Q
|
|
3/31/2014
|
|
10.50
|
|
|
|
|
|
|
|
|
|
|
|
10.29**
|
Change in Control Severance Agreement by and between Karl Strohmeyer and Equinix, Inc. dated December 2, 2013.
|
10-Q
|
|
3/31/2014
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
10.30**
|
2014 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for CEO and CFO.
|
10-Q
|
|
3/31/2014
|
|
10.52
|
|
|
|
|
|
|
|
|
|
|
|
10.31**
|
2014 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for all other Section 16 officers.
|
10-Q
|
|
3/31/2014
|
|
10.53
|
|
|
|
|
|
|
|
|
|
|
|
10.32**
|
2014 Form of TSR Restricted Stock Unit Agreement for CEO and CFO.
|
10-Q
|
|
3/31/2014
|
|
10.54
|
|
|
|
|
|
|
|
|
|
|
|
10.33**
|
2014 Form of TSR Restricted Stock Unit Agreement for all other Section 16 officers.
|
10-Q
|
|
3/31/2014
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
Lease between Digital 1350 Duane, LLC and Equinix LLC, dated March 27, 2014.
|
10-Q
|
|
3/31/2014
|
|
10.56
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. and Goldman, Sachs & Co., amending and restating the Master Terms and Conditions for Capped Call Transactions between Equinix, Inc. and Goldman, Sachs & Co. and amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
10.36
|
Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. and Deutsche Bank AG, London Branch, amending and restating the Master Terms and Conditions for Capped Call Transactions between Equinix, Inc. and Deutsche Bank AG, London Branch and amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch, amending and restating the Master Terms and Conditions for Capped Call Transactions between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch and amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.56
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
Amendment Agreement, dated as of May 13, 2014, between Equinix, Inc. and Goldman, Sachs & Co., amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.57
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
Amendment Agreement dated as of May 13, 2014, between Equinix, Inc. and Deutsche Bank AG, London Branch, amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.58
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
Amendment Agreement dated as of May 13, 2014, between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch, amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.59
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
Amendment Agreement, dated as of June 6, 2014, between Equinix, Inc. and Goldman, Sachs & Co., amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.60
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
Amendment Agreement dated as of June 6, 2014, between Equinix, Inc. and Deutsche Bank AG, London Branch, amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.61
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
Amendment Agreement dated as of June 6, 2014, between Equinix, Inc. and JPMorgan Chase Bank, National Association, London Branch, amending the Confirmation for Base Capped Call Transaction.
|
10-Q
|
|
6/30/2014
|
|
10.62
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
Agreement for Purchase and Sale of Shares Among RW Brasil Fundo de Investimentos em Participação, Antônio Eduardo Zago De Carvalho and Sidney Victor da Costa Breyer, as Sellers, and Equinix Brasil Participaçãoes Ltda., as Purchaser, and Equinix South America Holdings LLC., as a Party for Limited Purposes and ALOG Soluções de Tecnologia em Informática S.A. as Intervening Consenting Party dated July 18, 2014
|
10-Q
|
|
9/30/2014
|
|
10.67
|
|
|
|
|
|
|
|
|
|
|
|
10.45
|
Credit Agreement, by and among Equinix, Inc., as borrower, Equinix LLC and Switch & Data LLC as guarantors, the Lenders (defined therein), Bank of America, N.A., as administrative agent, a Lender and L/C issuer, JPMorgan Chase Bank, N.A., and TD Securities (USA) LLC, as co-syndication agents, Barclays Bank PLC, Citibank, N.A., Royal Bank of Canada and ING Bank N.V., Singapore Branch, as Co-Documentation Agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and TD Securities (USA) LLC, as joint lead arrangers and book runners, dated December 17, 2014.
|
10-K
|
|
12/31/2014
|
|
10.48
|
|
|
|
|
|
|
|
|
|
|
|
10.46**
|
Equinix, Inc. 2015 Incentive Plan.
|
10-Q
|
|
3/31/2015
|
|
10.49
|
|
|
|
|
|
|
|
|
|
|
|
10.47**
|
2015 Form of Revenue/AFFO Restricted Stock Unit Agreement for executives.
|
10-Q
|
|
3/31/2015
|
|
10.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
10.48**
|
2015 Form of TSR Restricted Stock Unit Agreement for executives.
|
10-Q
|
|
3/31/2015
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
10.49**
|
2015 Form of Time-Based Restricted Stock Unit Agreement for executives.
|
10-Q
|
|
3/31/2015
|
|
10.52
|
|
|
|
|
|
|
|
|
|
|
|
10.50
|
First Amendment to Credit Agreement and first Amendment to Pledge and Security Agreement by and among Equinix, Inc., as borrower, the Guarantors (defined therein), the Lenders (defined therein) and Bank of America, N.A., as administrative agent, dated April 30, 2015.
|
10-Q
|
|
9/30/2015
|
|
10.52
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
Bridge Credit Agreement dated as of May 28, 2015 among Equinix, Inc. as Borrower, Various Financial Institutions as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. JPMorgan Securities LLC as sole Arranger and Bookrunner.
|
10-Q
|
|
6/30/2015
|
|
10.53
|
|
|
|
|
|
|
|
|
|
|
|
10.52
|
First Amendment to the Bridge Credit Agreement Dated as of May 28, 2015 as Amended on June 19, 2015 among Equinix, Inc., as Borrower, Various Financial Institutions as Lenders, and JP Morgan Chase Bank, N.A. as Administrative Agent. JPMorgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, CityGroup Global Markets Inc. and RBC Capital Markets, LLC as Lead Arrangers and Bookrunners and TD Securities (USA) LLC, ING Bank N.V., HSBC Securities (USA) Inc. and The Bank of Tokyo-Mitsubishi UFJ, LTD as Co-Managers
|
10-Q
|
|
6/30/2015
|
|
10.54
|
|
|
|
|
|
|
|
|
|
|
|
10.53
|
Term Loan Agreement dated as of September 30, 2015 among QAON G.K. and certain other direct and indirect subsidiaries of Equinix, Inc., as Borrowers, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Arranger and Lender.
|
10-Q
|
|
9/30/2015
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
10.54
|
First Amendment to Term Loan Agreement dated September 30, 2015 as amended October 26, 2015 and executed by and between QAON G.K., and certain other direct and indirect subsidiaries of Equinix, Inc., as Borrowers, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. As Arranger Lender.
|
10-Q
|
|
9/30/2015
|
|
10.56
|
|
|
|
|
|
|
|
|
|
|
|
10.55
|
Second Amendment to Credit Agreement by and among Equinix, Inc., as borrower, the Guarantors (defined therein), the Lenders (defined therein) and Bank of America, N.A., as administrative agent, dated December 8, 2015.
|
10-K
|
|
12/31/2015
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
10.56**
|
Equinix, Inc. 2016 Incentive Plan
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.57**
|
2016 Form of Revenue/AFFO Restricted Stock Unit Agreement for executives.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.58**
|
2016 Form of TSR Restricted Stock Unit Agreement for executives.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.59**
|
2016 Form of Time-Based Restricted Stock Unit Agreement for executives.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.60**
|
Restricted Stock Unit Award granted to John Hughes on February 25, 2016
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of Equinix, Inc.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
32.1
|
Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.2
|
Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Document.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Document.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Document.
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Document.
|
|
|
|
|
|
|
X
|
|
EQUINIX, INC.
|
|
Date: May 9, 2016
|
|
|
|
By:
|
/s/ K
EITH
D. T
AYLOR
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
•
|
he/she is on a Performance Improvement Plan;
|
•
|
he/she is on notice (whether given or received) of termination of employment;
|
•
|
he/she is on garden or similar non-paid leave; and/or
|
•
|
he/she is suspended from his/her duties for any reason and/or is subject to ongoing disciplinary proceedings.
|
•
|
with respect to 50% of those units on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies that the Company has achieved revenue and/or AFFO goals of greater than $____ million and/or $____ million, respectively, for 2016;
|
•
|
with respect to 25% of those units on February 15, 2018; and
|
•
|
with respect to the remaining 25% of those units on February 15, 2019.
|
Payment for Shares
|
No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
|
|
|
Vesting
|
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death then, if and to the extent Restricted Stock Units, and any Dividend Equivalent thereon, have been earned based on the actual performance results as certified by the Board, or a committee thereof, based on the matrix set forth on
Exhibit A
hereto, the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate not more than 3½ months following such termination of Service but in any event not later than March 15 of the calendar year following your death.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason. It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule. For possible adjustments that may be made by the Company, see the provision below entitled “Leaves of Absence and Part-Time Work.”
|
|
|
Dividend Equivalents
|
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Grant and through the date you receive a settlement pursuant to the provision below entitled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on our Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Committee may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on our Common Stock is payable wholly or partially in other than cash or Common Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
|
|
|
Settlement of Units
|
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than the March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings and rounded to the nearest whole cent, equal to the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any Tax-Related Items withholding. Any cash may be distributed to you directly or may be used to offset the amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
|
|
|
|
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; and (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit. Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code.
|
|
|
Forfeiture
|
If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination (including as a result of a Qualifying Termination). This means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. The Company determines when your Service terminates for this purpose.
|
|
|
Leaves of Absence and Part-Time Work
|
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence that lasts or is expected to last seven days or longer, then vesting will be suspended during the leave to the extent provided for in the Company’s leave policy. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided in the Company’s leave policy, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision.
|
|
|
Settlement / Stock Certificates
|
No shares of Common Stock shall be issued to you prior to the date on which the Restricted Stock Units vest. After any Restricted Stock Units vest pursuant to this Agreement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of shares of Common Stock representing your vested Restricted Stock Units. No fractional shares shall be issued.
|
|
|
Section 409A
|
This provision applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
|
|
|
Stockholder Rights
|
The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into shares of Common Stock, you will obtain full voting and other rights as a stockholder of the Company.
|
|
|
Units Restricted
|
You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Agreement other than by will or by the laws of descent and distribution.
|
|
|
|
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) your participation in the Plan shall not create a right to further employment with your Employer and shall not interfere with the ability of your Employer to terminate your Service at any time with or without cause; (f) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any subsidiary of the Company, and that is outside the scope of your employment or service contract, if any; (g) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any subsidiary of the Company; (h) in the event that you are not an employee of the Company, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company and, furthermore, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any other subsidiary of the Company; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any subsidiary of the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; (k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying shares of Common Stock; and (l) you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
|
|
Adjustments
|
In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.
|
|
|
Repayment/Forfeiture
|
Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you.
|
|
|
Insider Trading Restrictions / Market Abuse Laws
|
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you are advised to speak to your personal legal advisor on this matter.
|
|
|
Severability
|
The provisions of this Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
|
|
|
Applicable Law
|
This Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. |
|
|
The Plan and Other Agreements
|
The text of the Plan is incorporated in this Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended only by another written agreement between the parties. |
Payment for Shares
|
No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
|
|
|
Vesting
|
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death then, if and to the extent Restricted Stock Units, and any Dividend Equivalent thereon, have been earned based on the actual performance results as certified by the Board, or a committee thereof, based on the matrix set forth on
Exhibit A
hereto, the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate not more than 3½ months following such termination of Service but in any event not later than March 15 of the calendar year following your death.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason. It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule. For possible adjustments that may be made by the Company, see the provision below entitled “Leaves of Absence and Part-Time Work.”
|
|
|
Dividend Equivalents
|
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Grant and through the date you receive a settlement pursuant to the provision below entitled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on our Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Committee may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on our Common Stock is payable wholly or partially in other than cash or Common Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
|
|
|
Settlement of Units
|
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than the March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings and rounded to the nearest whole cent, equal to the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any Tax-Related Items withholding. Any cash may be distributed to you directly or may be used to offset the amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
|
|
|
|
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; and (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit. Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code.
|
|
|
Forfeiture
|
If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination (including as a result of a Qualifying Termination). This means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. The Company determines when your Service terminates for this purpose.
|
|
|
Leaves of Absence and Part-Time Work
|
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence that lasts or is expected to last seven days or longer, then vesting will be suspended during the leave to the extent provided for in the Company’s leave policy. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided in the Company’s leave policy, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision.
|
|
|
Settlement / Stock Certificates
|
No shares of Common Stock shall be issued to you prior to the date on which the Restricted Stock Units vest. After any Restricted Stock Units vest pursuant to this Agreement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of shares of Common Stock representing your vested Restricted Stock Units. No fractional shares shall be issued.
|
|
|
Section 409A
|
This provision applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
|
|
|
Stockholder Rights
|
The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into shares of Common Stock, you will obtain full voting and other rights as a stockholder of the Company.
|
|
|
Units Restricted
|
You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Agreement other than by will or by the laws of descent and distribution.
|
|
|
|
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) your participation in the Plan shall not create a right to further employment with your Employer and shall not interfere with the ability of your Employer to terminate your Service at any time with or without cause; (f) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any subsidiary of the Company, and that is outside the scope of your employment or service contract, if any; (g) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any subsidiary of the Company; (h) in the event that you are not an employee of the Company, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company and, furthermore, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any other subsidiary of the Company; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any subsidiary of the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; (k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying shares of Common Stock; and (l) you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
|
|
Adjustments
|
In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.
|
|
|
Repayment/Forfeiture
|
Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you.
|
|
|
Insider Trading Restrictions / Market Abuse Laws
|
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you are advised to speak to your personal legal advisor on this matter.
|
|
|
Severability
|
The provisions of this Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
|
|
|
Applicable Law
|
This Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. |
|
|
The Plan and Other Agreements
|
The text of the Plan is incorporated in this Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended only by another written agreement between the parties. |
Ramped Accelerator/Decelerator (0% Min Payout)
|
||||||||
|
|
|
|
|
|
|
|
|
Index
|
Russell 1000 - IWB Fund
|
|
Performance
|
Payout
|
Scale
|
|||
Perf. Period
|
3 years
|
|
>50%
|
200%
|
2:1
|
|||
TSR Calc.
|
EQIX vs. Russell 1000
|
|
+50%
|
200%
|
2:1
|
|||
|
|
|
|
|
|
+40%
|
180%
|
2:1
|
Min TSR for payout
|
NA
|
|
+30%
|
160%
|
2:1
|
|||
Minimum Payout
|
0%
|
|
+25%
|
150%
|
2:1
|
|||
Maximum Payout
|
200%
|
|
|
|
|
+20%
|
140%
|
2:1
|
|
|
|
|
|
|
+10%
|
120%
|
2:1
|
Performance Scale
|
Above Index
|
2:1
|
|
|
+1%
|
102%
|
2:1
|
|
|
Index
|
1:1
|
|
|
=
|
100%
|
1:1
|
|
|
Below Index
|
2:1
|
|
|
-1%
|
98%
|
2:1
|
|
|
|
|
|
-10%
|
80%
|
2:1
|
||
|
|
|
|
|
|
-20%
|
60%
|
2:1
|
|
|
|
|
|
|
-30%
|
40%
|
2:1
|
|
|
|
|
|
|
-35%
|
30%
|
2:1
|
|
|
|
|
|
|
-40%
|
20%
|
2:1
|
|
|
|
|
|
|
>-40%
|
0%
|
2:1
|
|
|
|
|
|
|
|
|
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2017;
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2018; and
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2019.
|
Payment for Shares
|
No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
|
|
|
Vesting
|
The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death then, the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate not more than 3½ months following such termination of Service but in any event not later than March 15 of the calendar year following your death.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason. It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule. For possible adjustments that may be made by the Company, see the provision below entitled “Leaves of Absence and Part-Time Work.”
|
|
|
Dividend Equivalents
|
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Grant and through the date you receive a settlement pursuant to the provision below entitled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on our Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Committee may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on our Common Stock is payable wholly or partially in other than cash or Common Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
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Settlement of Units
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Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than the March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings and rounded to the nearest whole cent, equal to the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any Tax-Related Items withholding. Any cash may be distributed to you directly or may be used to offset the amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
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For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; and (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit. Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code.
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Forfeiture
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If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination (including as a result of a Qualifying Termination). This means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. The Company determines when your Service terminates for this purpose.
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Leaves of Absence and Part-Time Work
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For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence that lasts or is expected to last seven days or longer, then vesting will be suspended during the leave to the extent provided for in the Company’s leave policy. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided in the Company’s leave policy, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision.
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Settlement / Stock Certificates
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No shares of Common Stock shall be issued to you prior to the date on which the Restricted Stock Units vest. After any Restricted Stock Units vest pursuant to this Agreement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of shares of Common Stock representing your vested Restricted Stock Units. No fractional shares shall be issued.
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Section 409A
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This provision applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
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Stockholder Rights
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The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into shares of Common Stock, you will obtain full voting and other rights as a stockholder of the Company.
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Units Restricted
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You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Agreement other than by will or by the laws of descent and distribution.
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In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) your participation in the Plan shall not create a right to further employment with your Employer and shall not interfere with the ability of your Employer to terminate your Service at any time with or without cause; (f) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any subsidiary of the Company, and that is outside the scope of your employment or service contract, if any; (g) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any subsidiary of the Company; (h) in the event that you are not an employee of the Company, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company and, furthermore, the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any other subsidiary of the Company; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or shares of Common Stock acquired upon vesting of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any subsidiary of the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; (k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying shares of Common Stock; and (l) you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
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Adjustments
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In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.
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Repayment/Forfeiture
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Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you.
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Insider Trading Restrictions / Market Abuse Laws
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You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you are advised to speak to your personal legal advisor on this matter.
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Severability
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The provisions of this Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
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Applicable Law
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This Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. |
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The Plan and Other Agreements
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The text of the Plan is incorporated in this Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended only by another written agreement between the parties. |
(a)
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termination by the Board other than by reason of your misconduct which is sufficiently serious to allow the Company to immediately terminate your NED Role;
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(b)
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your resignation from the NED Role (i) in circumstances where the Company is in breach of an express or implied term of your appointment to the NED Role and such breach is sufficiently serious to justify you resigning in circumstances amounting to constructive dismissal, or (ii) in circumstances where you resign by reason of a material concern relating to the governance standards or procedures of the Group where your concern has been notified to the relevant board and has not, in your reasonable opinion, been satisfactorily addressed within a reasonable period; and
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(c)
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your death or resignation where, as a result of ill-health, you are no longer able to carry out the duties of your NED Role.
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Payment for Shares
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No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
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Vesting
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The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in a single installment, as stated in the Global Notice of Restricted Stock Unit Award.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your NED Role has terminated, as determined in accordance with subsection (h) of the provision below entitled “No Retention Rights”, except where your engagement in a NED Role has terminated as a result of an Involuntary Reason as defined in the Global Notice of Restricted Stock Unit Award.
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Dividend Equivalents
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You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below entitled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on our Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Committee may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on our Common Stock is payable wholly or partially in other than cash or Common Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
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Settlement of Units
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Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than the March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings and rounded to the nearest whole cent, equal to (i) any fractional shares and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any Tax-Related Items withholding. Any cash may be distributed to you directly or may be used to offset the withholding due on Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
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"Trading Day"
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“Trading Day” means a day that satisfies each of the following requirements:
• The Nasdaq Global Market is open for trading on that day;
• You are permitted to sell shares of Common Stock on that day without incurring liability under Section 16(b) of the Securities Exchange Act;
• Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) this Agreement continues to comply with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act;
• Under the Company’s Insider Trading Policy, you are permitted to sell shares of Common Stock on that day; and
• You are not prohibited from selling shares of Common Stock on that day by a written agreement between you and the Company or a third party.
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Change in Control
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In the event of any Change in Control, the Restricted Stock Units, and any Dividend Equivalents thereon, will vest in accordance with the Global Notice of Restricted Stock Unit Award.
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Forfeiture
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If your engagement in a NED Role terminates for any reason, except for an Involuntary Reason as defined in the Global Notice of Restricted Stock Unit Award, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (h) of the provision entitled “No Retention Rights” below) and do not vest as a result of the termination. This means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. The Company determines when your engagement in a NED Role terminates for this purpose.
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Section 409A
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This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
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Settlement / Stock Certificates
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No shares of Common Stock shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of shares of Common Stock representing your vested Restricted Stock Units. No fractional shares shall be issued.
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Stockholder Rights
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The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into shares of Common Stock, you will obtain full voting and other rights as a stockholder of the Company.
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Units Restricted
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You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Agreement other than by will or by the laws of descent and distribution.
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No Retention Rights
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In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) your participation in the Plan shall not create a right to further engagement with the Company and shall not interfere with the ability of the Company to terminate your NED Role at any time with or without cause; (f) the Award and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any subsidiary or affiliate of the Company; (g) in the event of cessation of your NED Role (whether or not in breach of local labor laws and whether or not later found to be invalid), except for an Involuntary Reason as defined in the Global Notice of RSU Award, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date your NED Role ceases; (h) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (i) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying shares of Common Stock; and (i) you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
If you reside outside the U.S., the following additional provisions shall apply: (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of your NED Role (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid) and in consideration of the Award (to which you are not otherwise entitled), you irrevocably agree never to institute any claim against the Company or the Subsidiary or Affiliate, waive your ability, if any, to bring any such claim and release the Company, the Subsidiary or Affiliate and any subsidiary of the Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and (l) you acknowledge and agree that neither the Company, nor its Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the shares of Common Stock acquired by you under the Plan.
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Adjustments
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In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.
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Data Privacy Notice and Consent
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You hereby voluntarily, explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Subsidiary or Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of Common Stock awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to Morgan Stanley, E*TRADE, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand the recipients of the Data may be located in your country, in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Subsidiary or Affiliate, Morgan Stanley, E*TRADE and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company in writing. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan, but any refusal or withdrawal of consent will not have any adverse impact on your engagement in the NED Role by the Company. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact the Company.
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Insider Trading Restrictions / Market Abuse Laws
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You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you are advised to speak to your personal legal advisor on this matter.
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Foreign Asset / Account Reporting Requirements and Exchange Controls
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Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
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Severability
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The provisions of this Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
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Waiver
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You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by you.
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Language
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If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
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Name
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Jurisdiction
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Equinix LLC
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Delaware, U.S.
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Equinix (US) Enterprises, Inc.
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Delaware, U.S.
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Equinix Professional Services, Inc.
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Delaware, U.S.
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Equinix South America Holdings, LLC
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Delaware, U.S.
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Equinix RP II LLC
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Delaware, U.S.
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CHI 3, LLC
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Delaware, U.S.
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NY3, LLC
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Delaware, U.S.
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SV1, LLC
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Delaware, U.S.
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LA4, LLC
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Delaware, U.S.
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NY2 Hartz Way LLC
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Delaware, U.S.
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Equinix Pacific LLC
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Delaware, U.S.
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CHI 3 Procurement, LLC
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Illinois, U.S.
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Equinix Asia Pacific Pte Ltd
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Singapore
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Equinix Singapore Holdings Pte Ltd
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Singapore
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Equinix Singapore Pte Ltd
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Singapore
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Equinix (Singapore) Enterprises Pte. Ltd.
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Singapore
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Equinix Asia Pacific Holdings Pte. Ltd.
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Singapore
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Equinix (Japan) Enterprises K.K.
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Japan
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EJAE2 G.K.
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Japan
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QAON G.K
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Japan
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Equinix Japan KK (in Kanji)
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Japan
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Bit-Isle Equinix, Inc.
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Japan
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Bit-Surf Inc.
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Japan
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AXLBIT, Inc.
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Japan
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siteRock K.K.
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Japan
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Terra Power Co., Ltd.
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Japan
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Nihon Clean Energy Co., Ltd.
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Japan
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TP1 GK
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Japan
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libraNEO Co., Ltd.
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Japan
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Equinix Australia Pty Limited
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Australia
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Equinix (Australia) Enterprises Pty Limited
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Australia
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Equinix Hong Kong Limited
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Hong Kong
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Equinix (Hong Kong) Enterprises Limited
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Hong Kong
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Equinix Information Technologies Hong Kong Limited
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Hong Kong
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Equinix Information Technology (Shanghai) Co Ltd.
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People’s Republic of China
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Equinix YP Information Technology (Shanghai) Co Ltd.
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People’s Republic of China
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Equinix (China) Investment Co., Ltd.
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China
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Equinix Group Limited
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United Kingdom
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Equinix (UK) Limited
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United Kingdom
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Equinix (Services) Limited
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United Kingdom
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Equinix Corporation Limited
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United Kingdom
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Equinix Investments Limited
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United Kingdom
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Equinix (London) Limited
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United Kingdom
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Equinix (UK) Enterprises Ltd
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United Kingdom
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Equinix (Real Estate) GmbH
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Germany
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Equinix (Germany) GmbH
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Germany
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Upminster GmbH
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Germany
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Equinix (Germany) Enterprises GmbH
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Germany
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Equinix (France) SAS
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France
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Equinix (France) Enterprises SAS
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France
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Interconnect Exchange Europe SL
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Spain
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Equinix (Switzerland) GmbH
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Switzerland
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Equinix (Switzerland) Enterprises GmbH
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Switzerland
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Equinix (Netherlands) Holdings BV
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The Netherlands
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EQIX (Global Holdings) C.V.
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The Netherlands
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Equinix (EMEA) B.V.
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The Netherlands
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Equinix (EMEA) Acquisition Enterprises B.V.
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The Netherlands
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Equinix (UK) Acquisition Enterprises Limited
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United Kingdom
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Equinix (Netherlands) B.V.
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The Netherlands
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Virtu Secure Web Services B.V.
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The Netherlands
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Equinix (Real Estate) B.V.
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The Netherlands
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Equinix (Spain), S.L.
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Spain
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Equinix (Netherlands) Enterprises B.V.
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The Netherlands
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Equinix Real Estate
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The Netherlands
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Equinix (Luxembourg) Holdings S.à r.l.
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Luxembourg
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Equinix (Luxembourg) Investments S.à r.l.
|
Luxembourg
|
Equinix (EMEA) Holdings B.V.
|
The Netherlands
|
Equinix Middle East FZ-LLC
|
United Arab Emirates
|
Equinix Italia S.r.L
|
Italy
|
ancotel UK Ltd
|
United Kingdom
|
ancotel Hong Kong Limited
|
Hong Kong
|
Equinix do Brasil Soluções de Tecnologia em Informática S.A.
|
Brazil
|
Equinix do Brasil Telecomunicações Ltda.
|
Brazil
|
Equinix Do Brasil Participacoes Ltda.
|
Brazil
|
Moran Road Partners, LLC
|
Delaware, U.S.
|
Switch & Data LLC
|
Delaware, U.S.
|
Switch & Data Facilities Company LLC
|
Delaware, U.S.
|
Switch and Data Operating Company LLC
|
Delaware, U.S.
|
Equinix Canada Ltd.
|
Canada
|
Equinix (Canada) Enterprises Ltd.
|
Canada
|
Switch and Data CA Nine LLC
|
Delaware, U.S.
|
Switch & Data MA One LLC
|
Delaware, U.S.
|
Switch And Data NJ Two LLC
|
Delaware, U.S.
|
Switch & Data/NY Facilities Company, LLC
|
Delaware, U.S.
|
Switch and Data VA Four LLC
|
Delaware, U.S.
|
Switch & Data WA One LLC
|
Delaware, U.S.
|
Nimbo Technologies Inc.
|
Delaware, U.S.
|
Telecity Group Limited
|
United Kingdom
|
TelecityGroup Investments Ltd.
|
United Kingdom
|
Employee Benefit Trust
|
United Kingdom
|
TelecityGroup International Ltd.
|
United Kingdom
|
UK Grid Group Ltd.
|
United Kingdom
|
TeleCity Ltd.
|
United Kingdom
|
Globix Holdings (UK) Ltd.
|
United Kingdom
|
Newincco 992 Ltd.
|
United Kingdom
|
Internet Facilitators Holdings Ltd.
|
United Kingdom
|
TelecityGroup Europe (1) Cooperatief W.A.
|
The Netherlands
|
Hosting Ýnternet Hizmetleri Sanayi ve Ticaret Anonim Þirketi
|
Turkey
|
TelecityGroup Poland Sp. Z.o.o.
|
Poland
|
TelecityGroup UK Ltd.
|
United Kingdom
|
TelecityGroup Bulgaria EAD
|
Bulgaria
|
TelecityGroup Holdings Ltd.
|
United Kingdom
|
TelecityGroup UK LON Limited
|
United Kingdom
|
Central Data Centres Ltd.
|
United Kingdom
|
The UK Grid Network Ltd.
|
United Kingdom
|
Globix Ltd.
|
United Kingdom
|
GLX Leasing Ltd.
|
United Kingdom
|
Internet Facilitators Ltd.
|
United Kingdom
|
TelecityGroup Europe (2) B.V.
|
The Netherlands
|
Solo Turkey Ýnternet Hizmetleri Anonim Þirketi
|
Turkey
|
TelecityGroup Finland OY
|
Finland
|
TelecityGroup Italia SpA.
|
Italy
|
TelecityGroup France SA*
|
France
|
TelecityGroup Scandinavia AB
|
Sweden
|
TelecityGroup Netherlands B.V.
|
The Netherlands
|
TelecityGroup Spain S.A.
|
Spain
|
Data Electronics Group Ltd.
|
Ireland
|
Telecity UK Ltd.
|
United Kingdom
|
Open Hub Med Societa Consortile a responsabilita limitata
|
Italy
|
TelecityGroup Ireland Ltd.
|
Ireland
|
TelecityGroup Germany GmbH
|
Germany
|
Telecity (Ireland) Ltd.
|
Ireland
|
TelecityGroup Germany Fra2 GmbH
|
Germany
|