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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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Emerging growth 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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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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|
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March 31,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,023,808
|
|
|
$
|
1,412,517
|
|
Short-term investments
|
27,033
|
|
|
28,271
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $19,173 and $18,228
|
645,468
|
|
|
576,313
|
|
||
Other current assets
|
247,175
|
|
|
232,027
|
|
||
Total current assets
|
2,943,484
|
|
|
2,249,128
|
|
||
Long-term investments
|
12,173
|
|
|
9,243
|
|
||
Property, plant and equipment, net
|
9,696,692
|
|
|
9,394,602
|
|
||
Goodwill
|
4,485,155
|
|
|
4,411,762
|
|
||
Intangible assets, net
|
2,356,608
|
|
|
2,384,972
|
|
||
Other assets
|
447,816
|
|
|
241,750
|
|
||
Total assets
|
$
|
19,941,928
|
|
|
$
|
18,691,457
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
686,612
|
|
|
$
|
719,257
|
|
Accrued property, plant and equipment
|
257,813
|
|
|
220,367
|
|
||
Current portion of capital lease and other financing obligations
|
77,386
|
|
|
78,705
|
|
||
Current portion of mortgage and loans payable
|
79,699
|
|
|
64,491
|
|
||
Other current liabilities
|
144,965
|
|
|
159,914
|
|
||
Total current liabilities
|
1,246,475
|
|
|
1,242,734
|
|
||
Capital lease and other financing obligations, less current portion
|
1,629,597
|
|
|
1,620,256
|
|
||
Mortgage and loans payable, less current portion
|
1,416,538
|
|
|
1,393,118
|
|
||
Senior notes
|
7,900,611
|
|
|
6,923,849
|
|
||
Other liabilities
|
608,156
|
|
|
661,710
|
|
||
Total liabilities
|
12,801,377
|
|
|
11,841,667
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.001 par value per share: 300,000,000 shares authorized; 79,457,531 and 79,038,062 shares outstanding
|
80
|
|
|
79
|
|
||
Additional paid-in capital
|
10,193,030
|
|
|
10,121,323
|
|
||
Treasury stock, at cost; 399,385 and 402,342 shares
|
(145,695
|
)
|
|
(146,320
|
)
|
||
Accumulated dividends
|
(2,776,178
|
)
|
|
(2,592,792
|
)
|
||
Accumulated other comprehensive loss
|
(718,169
|
)
|
|
(785,189
|
)
|
||
Retained earnings
|
587,483
|
|
|
252,689
|
|
||
Total stockholders' equity
|
7,140,551
|
|
|
6,849,790
|
|
||
Total liabilities and stockholders' equity
|
$
|
19,941,928
|
|
|
$
|
18,691,457
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Unaudited)
|
||||||
Revenues
|
$
|
1,215,877
|
|
|
$
|
949,525
|
|
Costs and operating expenses:
|
|
|
|
||||
Cost of revenues
|
622,430
|
|
|
468,961
|
|
||
Sales and marketing
|
159,776
|
|
|
128,927
|
|
||
General and administrative
|
203,157
|
|
|
181,399
|
|
||
Acquisition costs
|
4,639
|
|
|
3,025
|
|
||
Total costs and operating expenses
|
990,002
|
|
|
782,312
|
|
||
Income from operations
|
225,875
|
|
|
167,213
|
|
||
Interest income
|
4,610
|
|
|
3,092
|
|
||
Interest expense
|
(126,277
|
)
|
|
(111,684
|
)
|
||
Other income (expense)
|
(3,064
|
)
|
|
337
|
|
||
Loss on debt extinguishment
|
(21,491
|
)
|
|
(3,503
|
)
|
||
Income before income taxes
|
79,653
|
|
|
55,455
|
|
||
Income tax expense
|
(16,759
|
)
|
|
(13,393
|
)
|
||
Net income
|
$
|
62,894
|
|
|
$
|
42,062
|
|
Earnings per share ("EPS"):
|
|
|
|
||||
Basic EPS
|
$
|
0.79
|
|
|
$
|
0.58
|
|
Weighted-average shares for basic EPS
|
79,241
|
|
|
72,773
|
|
||
Diluted EPS
|
$
|
0.79
|
|
|
$
|
0.57
|
|
Weighted-average shares for diluted EPS
|
79,649
|
|
|
73,367
|
|
||
Cash dividends declared per common share
|
$
|
2.28
|
|
|
$
|
2.00
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Unaudited)
|
||||||
Net income
|
$
|
62,894
|
|
|
$
|
42,062
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustment ("CTA") gain
|
145,851
|
|
|
106,938
|
|
||
Net investment hedge CTA loss, net of tax effect of $1,637 and $0
|
(72,635
|
)
|
|
(28,551
|
)
|
||
Unrealized loss on available-for-sale securities, net of tax effect of $0 and $(99)
|
—
|
|
|
(265
|
)
|
||
Unrealized loss on cash flow hedges, net of tax effects of $1,360 and $4,051
|
(4,080
|
)
|
|
(11,727
|
)
|
||
Net actuarial gain on defined benefit plans, net of tax effects of $(6) and $(6)
|
8
|
|
|
11
|
|
||
Total other comprehensive income, net of tax
|
69,144
|
|
|
66,406
|
|
||
Comprehensive income, net of tax
|
$
|
132,038
|
|
|
$
|
108,468
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
62,894
|
|
|
$
|
42,062
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
256,952
|
|
|
187,989
|
|
||
Stock-based compensation
|
42,536
|
|
|
38,323
|
|
||
Amortization of intangible assets
|
50,616
|
|
|
29,017
|
|
||
Amortization of debt issuance costs and debt discounts
|
4,099
|
|
|
11,580
|
|
||
Provision for allowance for doubtful accounts
|
3,281
|
|
|
6,710
|
|
||
Loss on debt extinguishment
|
21,491
|
|
|
3,503
|
|
||
Other items
|
4,504
|
|
|
3,677
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(71,275
|
)
|
|
(39,664
|
)
|
||
Income taxes, net
|
(15,381
|
)
|
|
(20,637
|
)
|
||
Other assets
|
(6,694
|
)
|
|
47,132
|
|
||
Accounts payable and accrued expenses
|
(35,143
|
)
|
|
(65,414
|
)
|
||
Other liabilities
|
(16,973
|
)
|
|
3,093
|
|
||
Net cash provided by operating activities
|
300,907
|
|
|
247,371
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(29,265
|
)
|
|
(26,256
|
)
|
||
Sales and maturities of investments
|
28,768
|
|
|
19,152
|
|
||
Business acquisitions, net of cash and restricted cash acquired
|
—
|
|
|
(36,041
|
)
|
||
Purchases of real estate
|
(14,700
|
)
|
|
(41,739
|
)
|
||
Purchases of other property, plant and equipment
|
(349,729
|
)
|
|
(277,242
|
)
|
||
Proceeds from sale of assets, net of cash transferred
|
—
|
|
|
47,767
|
|
||
Net cash used in investing activities
|
(364,926
|
)
|
|
(314,359
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from employee equity awards
|
25,847
|
|
|
20,074
|
|
||
Payment of dividends and special distribution
|
(186,999
|
)
|
|
(148,083
|
)
|
||
Proceeds from public offering of common stock, net of issuance costs
|
—
|
|
|
2,126,258
|
|
||
Proceeds from senior notes
|
929,850
|
|
|
1,250,000
|
|
||
Proceeds from loans payable
|
—
|
|
|
1,059,800
|
|
||
Repayments of capital lease and other financing obligations
|
(55,787
|
)
|
|
(16,596
|
)
|
||
Repayments of mortgage and loans payable
|
(6,599
|
)
|
|
(21,510
|
)
|
||
Debt extinguishment costs
|
(20,704
|
)
|
|
(3,132
|
)
|
||
Debt issuance costs
|
(11,583
|
)
|
|
(40,665
|
)
|
||
Other financing activities
|
—
|
|
|
(900
|
)
|
||
Net cash provided by financing activities
|
674,025
|
|
|
4,225,246
|
|
||
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
|
7,903
|
|
|
11,541
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
617,909
|
|
|
4,169,799
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
1,450,701
|
|
|
773,247
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
2,068,610
|
|
|
$
|
4,943,046
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,023,808
|
|
|
$
|
4,923,259
|
|
Current portion of restricted cash included in other current assets
|
33,460
|
|
|
9,927
|
|
||
Non-current portion of restricted cash included in other assets
|
11,342
|
|
|
9,860
|
|
||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows
|
$
|
2,068,610
|
|
|
$
|
4,943,046
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
Balance Sheet
|
|
Balance at December 31, 2017
|
|
Adjustments due to adoption of Topic 606
|
|
Balance at January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Other current assets
|
|
$
|
232,027
|
|
|
$
|
9,002
|
|
|
$
|
241,029
|
|
Other assets
(1)
|
|
241,750
|
|
|
179,578
|
|
|
421,328
|
|
|||
Liabilities
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
159,914
|
|
|
(16,215
|
)
|
|
143,699
|
|
|||
Other liabilities
(2)
|
|
661,710
|
|
|
(63,051
|
)
|
|
598,659
|
|
|||
Equity
|
|
|
|
|
|
—
|
|
|||||
Accumulated other comprehensive loss
(3)
|
|
(785,189
|
)
|
|
(1,930
|
)
|
|
(787,119
|
)
|
|||
Retained earnings
|
|
$
|
252,689
|
|
|
$
|
269,776
|
|
|
$
|
522,465
|
|
|
(1)
|
Includes cumulative adjustments related to cost to obtain contracts, non-current contract assets and deferred tax assets.
|
(2)
|
Includes cumulative adjustments related to non-current deferred revenue and deferred tax liabilities.
|
(3)
|
Includes cumulative adjustments related to CTA.
|
Balance Sheets
|
|
March 31, 2018
|
|
Adjustments
|
|
Balances without adoption of Topic 606
|
||||||
Other current assets
|
|
$
|
247,175
|
|
|
$
|
(9,542
|
)
|
|
$
|
237,633
|
|
Total current assets
|
|
2,943,484
|
|
|
(9,542
|
)
|
|
2,933,942
|
|
|||
Other assets
|
|
447,816
|
|
|
(184,962
|
)
|
|
262,854
|
|
|||
Total assets
|
|
$
|
19,941,928
|
|
|
$
|
(194,504
|
)
|
|
$
|
19,747,424
|
|
Accounts payable and accrued expenses
|
|
$
|
686,612
|
|
|
$
|
(1,032
|
)
|
|
$
|
685,580
|
|
Other current liabilities
|
|
144,965
|
|
|
14,038
|
|
|
159,003
|
|
|||
Total current liabilities
|
|
1,246,475
|
|
|
13,006
|
|
|
1,259,481
|
|
|||
Other liabilities
|
|
608,156
|
|
|
68,933
|
|
|
677,089
|
|
|||
Total liabilities
|
|
12,801,377
|
|
|
81,939
|
|
|
12,883,316
|
|
|||
Accumulated other comprehensive loss
|
|
(718,169
|
)
|
|
(903
|
)
|
|
(719,072
|
)
|
|||
Retained earnings
|
|
587,483
|
|
|
(275,540
|
)
|
|
311,943
|
|
|||
Total stockholders' equity
|
|
7,140,551
|
|
|
(276,443
|
)
|
|
6,864,108
|
|
|||
Total liabilities and stockholders' equity
|
|
$
|
19,941,928
|
|
|
$
|
(194,504
|
)
|
|
$
|
19,747,424
|
|
Statements of Operations
|
|
Three Months Ended
March 31, 2018 |
|
Adjustments
|
|
Balance without adoption of Topic 606
|
||||||
Revenues
|
|
$
|
1,215,877
|
|
|
$
|
(3,836
|
)
|
|
$
|
1,212,041
|
|
Sales and marketing
|
|
159,776
|
|
|
3,302
|
|
|
163,078
|
|
|||
Total costs and operating expenses
|
|
990,002
|
|
|
3,302
|
|
|
993,304
|
|
|||
Income from operations
|
|
225,875
|
|
|
(7,138
|
)
|
|
218,737
|
|
|||
Income before income taxes
|
|
79,653
|
|
|
(7,138
|
)
|
|
72,515
|
|
|||
Income tax expense
|
|
(16,759
|
)
|
|
1,374
|
|
|
(15,385
|
)
|
|||
Net income
|
|
$
|
62,894
|
|
|
$
|
(5,764
|
)
|
|
$
|
57,130
|
|
Basic EPS
|
|
$
|
0.79
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.72
|
|
Diluted EPS
|
|
$
|
0.79
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.72
|
|
Statements of Cash Flow
|
|
Three Months Ended
March 31, 2018 |
|
Adjustments
|
|
Balance without adoption of Topic 606
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
62,894
|
|
|
$
|
(5,764
|
)
|
|
$
|
57,130
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Income taxes, net
|
|
(15,381
|
)
|
|
(2,169
|
)
|
|
(17,550
|
)
|
|||
Other assets
|
|
(6,694
|
)
|
|
5,456
|
|
|
(1,238
|
)
|
|||
Other liabilities
|
|
(16,973
|
)
|
|
2,477
|
|
|
(14,496
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
300,907
|
|
|
$
|
—
|
|
|
$
|
300,907
|
|
Standards
|
|
Description
|
|
Effective Date and Adoption Consideration
|
ASU 2017-09 Compensation–Stock Compensation (Topic 718)
|
|
This ASU was issued primarily to provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This ASU affects any entity that changes the terms or conditions of a share-based payment award. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.
|
|
January 1, 2018
|
|
|
|
|
|
ASU 2017-07 Compensation–Retirement Benefits (Topic 715)
|
|
This ASU was issued primarily to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. This ASU requires that an employer reports the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic post-retirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable.
|
|
January 1, 2018
|
|
|
|
|
|
ASU 2017-05 Other Income—Gains and Losses from the Derecognition of Non-Financial Assets (Subtopic 610-20)
|
|
This ASU is to clarify the scope of the non-financial asset guidance in Subtopic 610-20 and to add guidance for partial sales of non-financial assets. This ASU defines the term in substance non-financial asset and clarifies that non-financial assets within the scope of Subtopic 610-20 may include non-financial assets transferred within a legal entity to a counterparty. The ASU also provides guidance on the accounting for what often are referred to as partial sales of non-financial assets within the scope of Subtopic 610-20 and contributions of non-financial assets to a joint venture or other non-controlled investee.
|
|
January 1, 2018
|
|
|
|
|
|
ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.
|
|
This ASU is to simplify the subsequent measurement of goodwill. The ASU eliminates step 2 from the goodwill impairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.
|
|
The Company elected to early adopt this ASU on a prospective basis, effective January 1, 2018.
|
|
|
|
|
|
ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business
|
|
This ASU provides new guidance to assist entities with evaluating when a set of transferred assets and activities is a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.
|
|
The Company adopted this standard on a prospective basis, effective January 1, 2018. The adoption of this standard may impact the accounting of future transactions.
|
|
|
|
|
|
ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
|
|
This ASU requires the recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.
|
|
January 1, 2018
|
|
|
|
|
|
ASU 2016-01 Financial Instruments- Overall (Subtopic 825-10)
|
|
This ASU requires all equity investments to be measured at fair value with changes in the fair value recognized through net income other than those accounted for under equity method of accounting or those that result in consolidation of the investees. The ASU also requires that an entity present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
|
|
The Company adopted this standard using the modified retrospective method, effective January 1, 2018 and recorded a net increase to retained earnings of $2.1 million.
|
2.
|
Revenue
|
|
Receivables
|
|
Contract asset, current
|
|
Contract asset, non-current
|
|
Deferred revenue, current
|
|
Deferred revenue, non-current
|
||||||||||
Beginning balances as of January 1, 2018
(1)
|
$
|
576,313
|
|
|
$
|
9,002
|
|
|
$
|
16,186
|
|
|
$
|
71,085
|
|
|
$
|
53,101
|
|
Closing balances as of March 31, 2018
|
645,468
|
|
|
9,580
|
|
|
16,790
|
|
|
71,571
|
|
|
51,098
|
|
|||||
Increase/(decrease)
|
$
|
69,155
|
|
|
$
|
578
|
|
|
$
|
604
|
|
|
$
|
486
|
|
|
$
|
(2,003
|
)
|
|
(1)
|
Includes cumulative adjustments made to these accounts on January 1, 2018 from the adoption of Topic 606.
|
3.
|
Earnings Per Share
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
62,894
|
|
|
$
|
42,062
|
|
Weighted-average shares used to calculate basic EPS
|
79,241
|
|
|
72,773
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Employee equity awards
|
408
|
|
|
594
|
|
||
Weighted-average shares used to calculate diluted EPS
|
79,649
|
|
|
73,367
|
|
||
|
|
|
|
||||
Basic EPS
|
$
|
0.79
|
|
|
$
|
0.58
|
|
Diluted EPS
|
$
|
0.79
|
|
|
$
|
0.57
|
|
4.
|
Acquisitions
|
|
Certain Verizon Data Center Assets
|
||
Cash and cash equivalents
|
$
|
1,073
|
|
Accounts receivable
|
2,019
|
|
|
Other current assets
|
7,319
|
|
|
Property, plant, and equipment
|
840,335
|
|
|
Intangible assets
(1)
|
1,693,900
|
|
|
Goodwill
|
1,095,262
|
|
|
Total assets acquired
|
3,639,908
|
|
|
Accounts payable and accrued liabilities
|
(1,725
|
)
|
|
Other current liabilities
|
(2,020
|
)
|
|
Capital lease and other financing obligations
|
(17,659
|
)
|
|
Deferred tax liabilities
|
(18,129
|
)
|
|
Other liabilities
|
(5,689
|
)
|
|
Net assets acquired
|
$
|
3,594,686
|
|
(1)
|
The nature of the intangible assets acquired is customer relationships with an estimated useful life of
15
years. Included in this amount is a customer relationship intangible asset for Verizon totaling
$245.3 million
. Pursuant to the acquisition agreement, the Company formalized agreements to provide pre-existing space and services to Verizon at the acquired data centers.
|
|
Itconic
|
|
Zenium
data center |
|
IO UK's
data center |
||||||
Cash and cash equivalents
|
$
|
15,659
|
|
|
$
|
692
|
|
|
$
|
1,388
|
|
Accounts receivable
|
16,429
|
|
|
198
|
|
|
7
|
|
|||
Other current assets
|
1,885
|
|
|
6,430
|
|
|
1,082
|
|
|||
Property, plant, and equipment
|
65,356
|
|
|
58,931
|
|
|
40,251
|
|
|||
Intangible assets
|
101,755
|
|
|
7,900
|
|
|
6,252
|
|
|||
Goodwill
|
126,855
|
|
|
21,834
|
|
|
15,804
|
|
|||
Deferred tax assets
|
—
|
|
|
—
|
|
|
6,714
|
|
|||
Other assets
|
4,025
|
|
|
313
|
|
|
3,396
|
|
|||
Total assets acquired
|
331,964
|
|
|
96,298
|
|
|
74,894
|
|
|||
Accounts payable and accrued liabilities
|
(15,847
|
)
|
|
(1,012
|
)
|
|
(439
|
)
|
|||
Other current liabilities
|
(12,374
|
)
|
|
(451
|
)
|
|
(168
|
)
|
|||
Capital lease and other financing obligations
|
(30,666
|
)
|
|
—
|
|
|
(33,091
|
)
|
|||
Loans payable
|
(3,253
|
)
|
|
—
|
|
|
(4,067
|
)
|
|||
Deferred tax liabilities
|
(3,198
|
)
|
|
(2,227
|
)
|
|
—
|
|
|||
Other liabilities
|
(7,515
|
)
|
|
(614
|
)
|
|
(828
|
)
|
|||
Net assets acquired
|
$
|
259,111
|
|
|
$
|
91,994
|
|
|
$
|
36,301
|
|
|
Three months ended March 31, 2017
|
||
Revenues
|
$
|
1,055,805
|
|
Net income from operations
|
41,958
|
|
|
Basic EPS
|
0.54
|
|
|
Diluted EPS
|
0.54
|
|
5.
|
Derivatives and Hedging Activities
|
|
Notional
Amount
|
|
Fair Value
(1)
|
|
Accumulated Other
Comprehensive
Income (Loss)
(2) (3)
|
||||||
Derivative assets
|
$
|
136,820
|
|
|
$
|
1,207
|
|
|
$
|
815
|
|
Derivative liabilities
|
457,124
|
|
|
(34,097
|
)
|
|
(38,512
|
)
|
|||
Total
|
$
|
593,944
|
|
|
$
|
(32,890
|
)
|
|
$
|
(37,697
|
)
|
|
(1)
|
All derivatives 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 loss of
$34.0 million
within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenues and expenses as they mature in the next 12 months.
|
|
Notional
Amount
|
|
Fair Value
(1)
|
|
Accumulated Other
Comprehensive
Income (Loss)
(2) (3)
|
||||||
Derivative assets
|
$
|
72,262
|
|
|
$
|
2,379
|
|
|
$
|
2,055
|
|
Derivative liabilities
|
440,637
|
|
|
(29,777
|
)
|
|
(34,311
|
)
|
|||
Total
|
$
|
512,899
|
|
|
$
|
(27,398
|
)
|
|
$
|
(32,256
|
)
|
|
(1)
|
All derivatives 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 loss of
$26.7 million
within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenues and expenses as they mature over the next 12 months.
|
|
Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Consolidated Balance Sheet Amounts
(1)
|
|
Gross Amounts not Offset in the Consolidated Balance Sheet
(2)
|
|
Net
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts designated as cash flow hedges
|
$
|
1,207
|
|
|
$
|
—
|
|
|
$
|
1,207
|
|
|
$
|
(1,207
|
)
|
|
$
|
—
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
3,911
|
|
|
—
|
|
|
3,911
|
|
|
—
|
|
|
3,911
|
|
|||||
Economic hedges of embedded derivatives
|
403
|
|
|
—
|
|
|
403
|
|
|
—
|
|
|
403
|
|
|||||
Foreign currency forward contracts
|
3,464
|
|
|
—
|
|
|
3,464
|
|
|
—
|
|
|
3,464
|
|
|||||
|
7,778
|
|
|
—
|
|
|
7,778
|
|
|
—
|
|
|
7,778
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,867
|
)
|
|
(3,867
|
)
|
|||||
|
$
|
8,985
|
|
|
$
|
—
|
|
|
$
|
8,985
|
|
|
$
|
(5,074
|
)
|
|
$
|
3,911
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts designated as cash flow hedges
|
$
|
34,097
|
|
|
$
|
—
|
|
|
$
|
34,097
|
|
|
$
|
(1,207
|
)
|
|
$
|
32,890
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
4,703
|
|
|
—
|
|
|
4,703
|
|
|
—
|
|
|
4,703
|
|
|||||
Economic hedges of embedded derivatives
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Foreign currency forward contracts
|
1,166
|
|
|
—
|
|
|
1,166
|
|
|
—
|
|
|
1,166
|
|
|||||
|
5,887
|
|
|
—
|
|
|
5,887
|
|
|
—
|
|
|
5,887
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,867
|
)
|
|
(3,867
|
)
|
|||||
|
$
|
39,984
|
|
|
$
|
—
|
|
|
$
|
39,984
|
|
|
$
|
(5,074
|
)
|
|
$
|
34,910
|
|
|
(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. For presentation on the condensed consolidated balance sheets, the Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements.
|
|
Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Consolidated Balance Sheet Amounts
(1)
|
|
Gross Amounts not Offset in the Consolidated Balance Sheet
(2)
|
|
Net
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts designated as cash flow hedges
|
$
|
2,379
|
|
|
$
|
—
|
|
|
$
|
2,379
|
|
|
$
|
(2,379
|
)
|
|
$
|
—
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
5,076
|
|
|
—
|
|
|
5,076
|
|
|
—
|
|
|
5,076
|
|
|||||
Economic hedges of embedded derivatives
|
325
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|||||
Foreign currency forward contracts
|
505
|
|
|
—
|
|
|
505
|
|
|
(340
|
)
|
|
165
|
|
|||||
|
5,906
|
|
|
—
|
|
|
5,906
|
|
|
(340
|
)
|
|
5,566
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
(490
|
)
|
|||||
|
$
|
8,285
|
|
|
$
|
—
|
|
|
$
|
8,285
|
|
|
$
|
(3,209
|
)
|
|
$
|
5,076
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts designated as cash flow hedges
|
$
|
29,777
|
|
|
$
|
—
|
|
|
$
|
29,777
|
|
|
$
|
(2,379
|
)
|
|
$
|
27,398
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Embedded derivatives
|
3,503
|
|
|
—
|
|
|
3,503
|
|
|
—
|
|
|
3,503
|
|
|||||
Economic hedges of embedded derivatives
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
Foreign currency forward contracts
|
7,547
|
|
|
—
|
|
|
7,547
|
|
|
(340
|
)
|
|
7,207
|
|
|||||
|
11,070
|
|
|
—
|
|
|
11,070
|
|
|
(340
|
)
|
|
10,730
|
|
|||||
Additional netting benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
(490
|
)
|
|||||
|
$
|
40,847
|
|
|
$
|
—
|
|
|
$
|
40,847
|
|
|
$
|
(3,209
|
)
|
|
$
|
37,638
|
|
|
(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. For presentation on the condensed consolidated balance sheets, the Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements.
|
6.
|
Fair Value Measurements
|
|
Fair Value at
March 31, 2018 |
|
Fair Value
Measurement Using
|
||||||||
|
Level 1
|
|
Level 2
|
||||||||
Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
1,639,586
|
|
|
$
|
1,639,586
|
|
|
$
|
—
|
|
Money market and deposit accounts
|
384,222
|
|
|
384,222
|
|
|
—
|
|
|||
Publicly traded equity securities
|
6,755
|
|
|
6,755
|
|
|
—
|
|
|||
Certificates of deposit
|
32,451
|
|
|
—
|
|
|
32,451
|
|
|||
Derivative instruments
(1)
|
8,985
|
|
|
—
|
|
|
8,985
|
|
|||
Total
|
$
|
2,071,999
|
|
|
$
|
2,030,563
|
|
|
$
|
41,436
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
$
|
39,984
|
|
|
$
|
—
|
|
|
$
|
39,984
|
|
Total
|
$
|
39,984
|
|
|
$
|
—
|
|
|
$
|
39,984
|
|
|
(1)
|
Includes both foreign currency embedded derivatives and foreign currency forward 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, 2017 |
|
Fair Value
Measurement Using
|
||||||||
|
Level 1
|
|
Level 2
|
||||||||
Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
985,382
|
|
|
$
|
985,382
|
|
|
$
|
—
|
|
Money market and deposit accounts
|
427,135
|
|
|
427,135
|
|
|
—
|
|
|||
Publicly traded equity securities
|
6,163
|
|
|
6,163
|
|
|
—
|
|
|||
Certificates of deposit
|
31,351
|
|
|
—
|
|
|
31,351
|
|
|||
Derivative instruments
(1)
|
8,285
|
|
|
—
|
|
|
8,285
|
|
|||
Total
|
$
|
1,458,316
|
|
|
$
|
1,418,680
|
|
|
$
|
39,636
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative instruments
(1)
|
$
|
40,847
|
|
|
$
|
—
|
|
|
$
|
40,847
|
|
Total
|
$
|
40,847
|
|
|
$
|
—
|
|
|
$
|
40,847
|
|
|
(1)
|
Includes both foreign currency embedded derivatives and foreign currency forward 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.
|
7.
|
Leases
|
|
Capital Lease
Obligations
|
|
Other
Financing
Obligations
(1)
|
|
Total
|
||||||
2018 (9 months remaining)
|
$
|
80,243
|
|
|
$
|
74,287
|
|
|
$
|
154,530
|
|
2019
|
97,762
|
|
|
85,865
|
|
|
183,627
|
|
|||
2020
|
97,814
|
|
|
85,704
|
|
|
183,518
|
|
|||
2021
|
95,895
|
|
|
87,936
|
|
|
183,831
|
|
|||
2022
|
95,720
|
|
|
88,639
|
|
|
184,359
|
|
|||
Thereafter
|
861,695
|
|
|
867,785
|
|
|
1,729,480
|
|
|||
Total minimum lease payments
|
1,329,129
|
|
|
1,290,216
|
|
|
2,619,345
|
|
|||
Plus amount representing residual property value
|
—
|
|
|
545,527
|
|
|
545,527
|
|
|||
Less amount representing interest
|
(556,219
|
)
|
|
(901,670
|
)
|
|
(1,457,889
|
)
|
|||
Present value of net minimum lease payments
|
772,910
|
|
|
934,073
|
|
|
1,706,983
|
|
|||
Less current portion
|
(42,977
|
)
|
|
(34,409
|
)
|
|
(77,386
|
)
|
|||
Total
|
$
|
729,933
|
|
|
$
|
899,664
|
|
|
$
|
1,629,597
|
|
|
8.
|
Debt Facilities
|
|
March 31,
2018 |
|
December 31, 2017
|
||||
Term loans
|
$
|
1,454,849
|
|
|
$
|
1,417,352
|
|
Mortgage payable and loans payable
|
49,733
|
|
|
48,872
|
|
||
|
1,504,582
|
|
|
1,466,224
|
|
||
Less amount representing unamortized debt discount and debt issuance cost
|
(10,429
|
)
|
|
(10,666
|
)
|
||
Add amount representing unamortized mortgage premium
|
2,084
|
|
|
2,051
|
|
||
|
1,496,237
|
|
|
1,457,609
|
|
||
Less current portion
|
(79,699
|
)
|
|
(64,491
|
)
|
||
Total
|
$
|
1,416,538
|
|
|
$
|
1,393,118
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Effective Rate
|
|
Amount
|
|
Effective Rate
|
||||||
5.375% Senior Notes due 2022
|
$
|
750,000
|
|
|
5.56
|
%
|
|
$
|
750,000
|
|
|
5.56
|
%
|
5.375% Senior Notes due 2023
|
1,000,000
|
|
|
5.51
|
%
|
|
1,000,000
|
|
|
5.51
|
%
|
||
2.875% Euro Senior Notes due 2024
|
924,075
|
|
|
3.08
|
%
|
|
—
|
|
|
—
|
%
|
||
5.75% Senior Notes due 2025
|
500,000
|
|
|
5.88
|
%
|
|
500,000
|
|
|
5.88
|
%
|
||
2.875% Euro Senior Notes due 2025
|
1,232,100
|
|
|
3.04
|
%
|
|
1,201,000
|
|
|
3.04
|
%
|
||
5.875% Senior Notes due 2026
|
1,100,000
|
|
|
6.03
|
%
|
|
1,100,000
|
|
|
6.03
|
%
|
||
2.875% Euro Senior Notes due 2026
|
1,232,100
|
|
|
3.04
|
%
|
|
1,201,000
|
|
|
3.04
|
%
|
||
5.375% Senior Notes due 2027
|
1,250,000
|
|
|
5.51
|
%
|
|
1,250,000
|
|
|
5.51
|
%
|
||
|
7,988,275
|
|
|
|
|
7,002,000
|
|
|
|
||||
Less amount representing unamortized debt issuance cost
|
(87,664
|
)
|
|
|
|
(78,151
|
)
|
|
|
||||
Total
|
$
|
7,900,611
|
|
|
|
|
$
|
6,923,849
|
|
|
|
•
|
incur liens;
|
•
|
enter into sale-leaseback transactions; and
|
•
|
merge or consolidate with any other person.
|
Senior Note Description
|
Early Equity Redemption Price
|
First Scheduled Redemption Date
|
First Scheduled Redemption Price
|
Second Year Redemption Price
|
Third Year Redemption Price
|
2.875% Euro due 2024
|
102.875%
|
September 15, 2020
|
101.438%
|
100.719%
|
100.000%
|
(1)
|
1.0%
of the principal amount of the 2024 Euro Senior Notes;
|
(2)
|
the excess of:
|
Years ending:
|
|
||
2018 (9 months remaining)
|
$
|
59,917
|
|
2019
|
79,790
|
|
|
2020
|
79,717
|
|
|
2021
|
408,786
|
|
|
2022
|
1,624,132
|
|
|
Thereafter
|
7,242,599
|
|
|
Total
|
$
|
9,494,941
|
|
|
March 31,
2018 |
|
December 31, 2017
|
||||
Mortgage and loans payable
|
$
|
1,503,439
|
|
|
$
|
1,464,877
|
|
Senior notes
|
8,018,967
|
|
|
7,288,673
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Interest expense
|
$
|
126,277
|
|
|
$
|
111,684
|
|
Interest capitalized
|
3,314
|
|
|
6,400
|
|
||
Interest charges incurred
|
$
|
129,591
|
|
|
$
|
118,084
|
|
9.
|
Commitments and Contingencies
|
10.
|
Stockholders' Equity
|
|
Balance as of
December 31, 2017 |
|
Net
Change
|
|
Cumulative Effect Adjustment
|
|
Balance as of
March 31, 2018 |
||||||||
Foreign currency translation adjustment ("CTA") gain (loss)
|
$
|
(576,860
|
)
|
|
$
|
145,851
|
|
|
$
|
—
|
|
|
$
|
(431,009
|
)
|
Unrealized loss on cash flow hedges
(1)
|
(24,191
|
)
|
|
(4,080
|
)
|
|
—
|
|
|
(28,271
|
)
|
||||
Unrealized gain (loss) on available-for-sale securities
(2)
|
2,124
|
|
|
—
|
|
|
(2,124
|
)
|
|
—
|
|
||||
Net investment hedge CTA loss
(1)
|
(185,303
|
)
|
|
(72,635
|
)
|
|
—
|
|
|
(257,938
|
)
|
||||
Net actuarial gain (loss) on defined benefit plans
(3)
|
(959
|
)
|
|
8
|
|
|
—
|
|
|
(951
|
)
|
||||
Total
|
$
|
(785,189
|
)
|
|
$
|
69,144
|
|
|
$
|
(2,124
|
)
|
|
$
|
(718,169
|
)
|
|
(1)
|
Refer to Note 5 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
|
(2)
|
Upon adoption of ASU 2016-01 during the three months ended March 31, 2018, the Company recorded a net cumulative effect adjustment of
$2.1 million
from accumulated other comprehensive loss to retained earnings.
|
(3)
|
The Company has a defined benefit pension plan covering all employees in one country where such plan is mandated by law. The Company does not have any defined benefit plans in any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting from a change in the value of either the projected benefit obligation or the plan assets resulting from a change in an actuarial assumption, net of amortization.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Cost of revenues
|
$
|
3,899
|
|
|
$
|
2,911
|
|
Sales and marketing
|
11,706
|
|
|
10,972
|
|
||
General and administrative
|
26,931
|
|
|
24,440
|
|
||
Total
|
$
|
42,536
|
|
|
$
|
38,323
|
|
11.
|
Segment Information
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Adjusted EBITDA:
|
|
|
|
||||
Americas
|
$
|
291,549
|
|
|
$
|
198,619
|
|
EMEA
|
166,178
|
|
|
129,554
|
|
||
Asia-Pacific
|
121,788
|
|
|
99,401
|
|
||
Total adjusted EBITDA
|
579,515
|
|
|
427,574
|
|
||
Depreciation, amortization and accretion expense
|
(306,465
|
)
|
|
(219,013
|
)
|
||
Stock-based compensation expense
|
(42,536
|
)
|
|
(38,323
|
)
|
||
Acquisition costs
|
(4,639
|
)
|
|
(3,025
|
)
|
||
Income from operations
|
$
|
225,875
|
|
|
$
|
167,213
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Americas
|
$
|
602,627
|
|
|
$
|
436,447
|
|
EMEA
|
379,630
|
|
|
314,847
|
|
||
Asia-Pacific
|
233,620
|
|
|
198,231
|
|
||
Total
|
$
|
1,215,877
|
|
|
$
|
949,525
|
|
Depreciation and amortization:
|
|
|
|
||||
Americas
|
$
|
157,578
|
|
|
$
|
87,927
|
|
EMEA
|
93,280
|
|
|
76,168
|
|
||
Asia-Pacific
|
56,710
|
|
|
52,911
|
|
||
Total
|
$
|
307,568
|
|
|
$
|
217,006
|
|
Capital expenditures:
|
|
|
|
||||
Americas
|
$
|
147,329
|
|
|
$
|
153,435
|
|
EMEA
|
154,391
|
|
|
83,584
|
|
||
Asia-Pacific
|
48,009
|
|
|
40,223
|
|
||
Total
|
$
|
349,729
|
|
|
$
|
277,242
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Americas
|
$
|
4,470,166
|
|
|
$
|
4,425,077
|
|
EMEA
|
3,448,277
|
|
|
3,265,088
|
|
||
Asia-Pacific
|
1,778,249
|
|
|
1,704,437
|
|
||
Total long-lived assets
|
$
|
9,696,692
|
|
|
$
|
9,394,602
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Americas
|
|
EMEA
|
|
Asia-Pacific
|
|
Total
|
||||||||
Colocation
(1)
|
$
|
427,125
|
|
|
$
|
288,061
|
|
|
$
|
166,198
|
|
|
$
|
881,384
|
|
Interconnection
|
129,253
|
|
|
34,977
|
|
|
30,769
|
|
|
194,999
|
|
||||
Managed infrastructure
|
18,535
|
|
|
30,686
|
|
|
22,180
|
|
|
71,401
|
|
||||
Other
(1)
|
1,079
|
|
|
1,766
|
|
|
—
|
|
|
2,845
|
|
||||
Recurring revenues
|
575,992
|
|
|
355,490
|
|
|
219,147
|
|
|
1,150,629
|
|
||||
Non-recurring revenues
|
26,635
|
|
|
24,140
|
|
|
14,473
|
|
|
65,248
|
|
||||
Total
|
$
|
602,627
|
|
|
$
|
379,630
|
|
|
$
|
233,620
|
|
|
$
|
1,215,877
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||
|
Americas
|
|
EMEA
|
|
Asia-Pacific
|
|
Total
|
||||||||
Colocation
(1)
|
$
|
299,273
|
|
|
$
|
253,254
|
|
|
$
|
138,995
|
|
|
$
|
691,522
|
|
Interconnection
|
100,850
|
|
|
22,351
|
|
|
24,859
|
|
|
148,060
|
|
||||
Managed infrastructure
|
15,061
|
|
|
17,672
|
|
|
21,876
|
|
|
54,609
|
|
||||
Other
(1)
|
919
|
|
|
3,330
|
|
|
—
|
|
|
4,249
|
|
||||
Recurring revenues
|
416,103
|
|
|
296,607
|
|
|
185,730
|
|
|
898,440
|
|
||||
Non-recurring revenues
|
20,344
|
|
|
18,240
|
|
|
12,501
|
|
|
51,085
|
|
||||
Total
|
$
|
436,447
|
|
|
$
|
314,847
|
|
|
$
|
198,231
|
|
|
$
|
949,525
|
|
|
12.
|
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
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
(1)
|
||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
$
|
575,992
|
|
|
48
|
%
|
|
$
|
416,103
|
|
|
44
|
%
|
|
38
|
%
|
|
39
|
%
|
Non-recurring revenues
|
26,635
|
|
|
2
|
%
|
|
20,344
|
|
|
2
|
%
|
|
31
|
%
|
|
31
|
%
|
||
|
602,627
|
|
|
50
|
%
|
|
436,447
|
|
|
46
|
%
|
|
38
|
%
|
|
38
|
%
|
||
EMEA:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
355,490
|
|
|
29
|
%
|
|
296,607
|
|
|
31
|
%
|
|
20
|
%
|
|
5
|
%
|
||
Non-recurring revenues
|
24,140
|
|
|
2
|
%
|
|
18,240
|
|
|
2
|
%
|
|
32
|
%
|
|
18
|
%
|
||
|
379,630
|
|
|
31
|
%
|
|
314,847
|
|
|
33
|
%
|
|
21
|
%
|
|
6
|
%
|
||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
219,147
|
|
|
18
|
%
|
|
185,730
|
|
|
20
|
%
|
|
18
|
%
|
|
13
|
%
|
||
Non-recurring revenues
|
14,473
|
|
|
1
|
%
|
|
12,501
|
|
|
1
|
%
|
|
16
|
%
|
|
11
|
%
|
||
|
233,620
|
|
|
19
|
%
|
|
198,231
|
|
|
21
|
%
|
|
18
|
%
|
|
13
|
%
|
||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring revenues
|
1,150,629
|
|
|
95
|
%
|
|
898,440
|
|
|
95
|
%
|
|
28
|
%
|
|
22
|
%
|
||
Non-recurring revenues
|
65,248
|
|
|
5
|
%
|
|
51,085
|
|
|
5
|
%
|
|
28
|
%
|
|
21
|
%
|
||
|
$
|
1,215,877
|
|
|
100
|
%
|
|
$
|
949,525
|
|
|
100
|
%
|
|
28
|
%
|
|
22
|
%
|
|
(1)
|
As defined in the "Non-GAAP Financial Measures" section in Item 2 of this Quarterly Report on Form 10-Q.
|
|
Three Months Ended March 31,
|
|
% Change
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
|
||||||||
Americas
|
$
|
265,141
|
|
|
43
|
%
|
|
$
|
179,047
|
|
|
38
|
%
|
|
48
|
%
|
|
48
|
%
|
EMEA
|
226,170
|
|
|
36
|
%
|
|
173,160
|
|
|
37
|
%
|
|
31
|
%
|
|
16
|
%
|
||
Asia-Pacific
|
131,119
|
|
|
21
|
%
|
|
116,754
|
|
|
25
|
%
|
|
12
|
%
|
|
8
|
%
|
||
Total
|
$
|
622,430
|
|
|
100
|
%
|
|
$
|
468,961
|
|
|
100
|
%
|
|
33
|
%
|
|
26
|
%
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
Cost of revenues as a percentage of revenues:
|
|
|
|
||
Americas
|
44
|
%
|
|
41
|
%
|
EMEA
|
60
|
%
|
|
55
|
%
|
Asia-Pacific
|
56
|
%
|
|
59
|
%
|
Total
|
51
|
%
|
|
49
|
%
|
|
Three Months Ended March 31,
|
|
% Change
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
|
||||||||
Americas
|
$
|
97,963
|
|
|
61
|
%
|
|
$
|
66,649
|
|
|
52
|
%
|
|
47
|
%
|
|
47
|
%
|
EMEA
|
40,063
|
|
|
25
|
%
|
|
41,671
|
|
|
32
|
%
|
|
(4
|
)%
|
|
(14
|
)%
|
||
Asia-Pacific
|
21,750
|
|
|
14
|
%
|
|
20,607
|
|
|
16
|
%
|
|
6
|
%
|
|
2
|
%
|
||
Total
|
$
|
159,776
|
|
|
100
|
%
|
|
$
|
128,927
|
|
|
100
|
%
|
|
24
|
%
|
|
20
|
%
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
Sales and marketing expenses as a percentage of revenues:
|
|
|
|
||
Americas
|
16
|
%
|
|
15
|
%
|
EMEA
|
11
|
%
|
|
13
|
%
|
Asia-Pacific
|
9
|
%
|
|
10
|
%
|
Total
|
13
|
%
|
|
14
|
%
|
|
Three Months Ended March 31,
|
|
% Change
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
|
||||||||
Americas
|
$
|
135,877
|
|
|
67
|
%
|
|
$
|
108,334
|
|
|
60
|
%
|
|
25
|
%
|
|
25
|
%
|
EMEA
|
46,850
|
|
|
23
|
%
|
|
53,317
|
|
|
29
|
%
|
|
(12
|
)%
|
|
(20
|
)%
|
||
Asia-Pacific
|
20,430
|
|
|
10
|
%
|
|
19,748
|
|
|
11
|
%
|
|
3
|
%
|
|
(1
|
)%
|
||
Total
|
$
|
203,157
|
|
|
100
|
%
|
|
$
|
181,399
|
|
|
100
|
%
|
|
12
|
%
|
|
9
|
%
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
General and administrative expenses as a percentage of revenues:
|
|
|
|
||
Americas
|
23
|
%
|
|
25
|
%
|
EMEA
|
12
|
%
|
|
17
|
%
|
Asia-Pacific
|
9
|
%
|
|
10
|
%
|
Total
|
17
|
%
|
|
19
|
%
|
|
Three Months Ended March 31,
|
|
% Change
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
|
||||||||
Americas
|
$
|
101,736
|
|
|
45
|
%
|
|
$
|
81,110
|
|
|
48
|
%
|
|
25
|
%
|
|
26
|
%
|
EMEA
|
64,103
|
|
|
28
|
%
|
|
44,981
|
|
|
27
|
%
|
|
43
|
%
|
|
18
|
%
|
||
Asia-Pacific
|
60,036
|
|
|
27
|
%
|
|
41,122
|
|
|
25
|
%
|
|
46
|
%
|
|
38
|
%
|
||
Total
|
$
|
225,875
|
|
|
100
|
%
|
|
$
|
167,213
|
|
|
100
|
%
|
|
35
|
%
|
|
27
|
%
|
|
Three Months Ended March 31,
|
|
% Change
|
||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
Actual
|
|
Constant
Currency
|
||||||||
Americas
|
$
|
291,549
|
|
|
50
|
%
|
|
$
|
198,619
|
|
|
47
|
%
|
|
47
|
%
|
|
47
|
%
|
EMEA
|
166,178
|
|
|
29
|
%
|
|
129,554
|
|
|
30
|
%
|
|
28
|
%
|
|
11
|
%
|
||
Asia-Pacific
|
121,788
|
|
|
21
|
%
|
|
99,401
|
|
|
23
|
%
|
|
23
|
%
|
|
17
|
%
|
||
Total
|
$
|
579,515
|
|
|
100
|
%
|
|
$
|
427,574
|
|
|
100
|
%
|
|
36
|
%
|
|
29
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Income from operations
|
$
|
225,875
|
|
|
$
|
167,213
|
|
Depreciation, amortization, and accretion expense
|
306,465
|
|
|
219,013
|
|
||
Stock-based compensation expense
|
42,536
|
|
|
38,323
|
|
||
Acquisition costs
|
4,639
|
|
|
3,025
|
|
||
Adjusted EBITDA
|
$
|
579,515
|
|
|
$
|
427,574
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
62,894
|
|
|
$
|
42,062
|
|
Adjustments:
|
|
|
|
||||
Real estate depreciation
|
222,855
|
|
|
159,414
|
|
||
(Gain) loss on disposition of real estate property
|
5,006
|
|
|
(638
|
)
|
||
Adjustments for FFO from unconsolidated joint ventures
|
—
|
|
|
28
|
|
||
FFO
|
$
|
290,755
|
|
|
$
|
200,866
|
|
|
|
|
|
||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
FFO
|
$
|
290,755
|
|
|
$
|
200,866
|
|
Adjustments:
|
|
|
|
||||
Installation revenue adjustment
|
2,159
|
|
|
4,675
|
|
||
Straight-line rent expense adjustment
|
2,301
|
|
|
2,409
|
|
||
Contract cost adjustment
|
(3,355
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
4,099
|
|
|
11,580
|
|
||
Stock-based compensation expense
|
42,536
|
|
|
38,323
|
|
||
Non-real estate depreciation expense
|
34,097
|
|
|
28,575
|
|
||
Amortization expense
|
50,616
|
|
|
29,017
|
|
||
Accretion expense (adjustment)
|
(1,103
|
)
|
|
2,007
|
|
||
Recurring capital expenditures
|
(35,231
|
)
|
|
(22,672
|
)
|
||
Loss on debt extinguishment
|
21,491
|
|
|
3,503
|
|
||
Acquisition costs
|
4,639
|
|
|
3,025
|
|
||
Income tax expense adjustment
|
1,572
|
|
|
2,809
|
|
||
Adjustments for AFFO from unconsolidated joint ventures
|
—
|
|
|
(7
|
)
|
||
AFFO
|
$
|
414,576
|
|
|
$
|
304,110
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(dollars in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
300,907
|
|
|
$
|
247,371
|
|
Net cash used in investing activities
|
(364,926
|
)
|
|
(314,359
|
)
|
||
Net cash provided by financing activities
|
674,025
|
|
|
4,225,246
|
|
|
2018
(9 months)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Term loans and other loans payable
(1)
|
$
|
59,917
|
|
|
$
|
79,790
|
|
|
$
|
79,717
|
|
|
$
|
408,786
|
|
|
$
|
874,132
|
|
|
$
|
4,324
|
|
|
$
|
1,506,666
|
|
Senior notes
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
|
7,238,275
|
|
|
7,988,275
|
|
|||||||
Interest
(2)
|
286,710
|
|
|
386,826
|
|
|
385,301
|
|
|
382,789
|
|
|
356,332
|
|
|
897,861
|
|
|
2,695,819
|
|
|||||||
Capital lease and other financing obligations
(3)
|
154,530
|
|
|
183,627
|
|
|
183,518
|
|
|
183,831
|
|
|
184,359
|
|
|
1,729,480
|
|
|
2,619,345
|
|
|||||||
Operating leases
(4)
|
143,753
|
|
|
176,138
|
|
|
165,650
|
|
|
154,947
|
|
|
150,163
|
|
|
1,248,838
|
|
|
2,039,489
|
|
|||||||
Other contractual commitments
(5)
|
1,221,025
|
|
|
123,882
|
|
|
29,693
|
|
|
18,522
|
|
|
18,065
|
|
|
161,383
|
|
|
1,572,570
|
|
|||||||
Asset retirement obligations
(6)
|
—
|
|
|
12,354
|
|
|
2,876
|
|
|
3,943
|
|
|
11,560
|
|
|
68,922
|
|
|
99,655
|
|
|||||||
|
$
|
1,865,935
|
|
|
$
|
962,617
|
|
|
$
|
846,755
|
|
|
$
|
1,152,818
|
|
|
$
|
2,344,611
|
|
|
$
|
11,349,083
|
|
|
$
|
18,521,819
|
|
|
(1)
|
Represents principal and premium only.
|
(2)
|
Represents interest on mortgage payable, loans payable, senior notes and term loans based on their approximate interest rates as of
March 31, 2018
.
|
(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 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 as a result of:
|
◦
|
an injunction, law or order that makes unlawful the consummation of the acquisition;
|
◦
|
inaccuracy or breach of the representations and warranties of, or the non-compliance with covenants by, either party;
|
◦
|
the nonreceipt of closing documents; or
|
◦
|
for other reasons;
|
•
|
the possibility that there could be a delay in the completion of an acquisition, which could, among other things, result in additional transaction costs, loss of revenue or other negative effects resulting from uncertainty about completion of the respective acquisition;
|
•
|
the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
|
•
|
the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
|
•
|
the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future business relationships with us;
|
•
|
the possibility that we could lose key employees from the acquired businesses before integrating them;
|
•
|
the possibility that we may be unable to integrate or migrate IT systems, which could create a risk of errors or performance problems and could affect our ability to meet customer service level obligations;
|
•
|
the potential deterioration in our ability to access credit markets due to increased leverage;
|
•
|
the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
|
•
|
the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
|
•
|
the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
|
•
|
the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
|
•
|
the possible loss or reduction in value of acquired businesses;
|
•
|
the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our qualification for taxation as a REIT;
|
•
|
the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the same time;
|
•
|
the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed and we may become subject to complex requirements and risks with which we have limited experience;
|
•
|
the possibility that 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.
|
•
|
expanding our relationships with U.S. government customers, which will subject us to complex regulatory and compliance requirements and risks with which we have limited experience;
|
•
|
our reliance on transition services from Verizon to operate the Business, and our need to develop sustainable alternative arrangements upon expiration or interruption of those transition services;
|
•
|
retaining key employees, who may experience uncertainty associated with the Verizon Data Center Acquisition and who may depart after the Verizon Data Center Acquisition because of issues relating to the uncertainty and difficulty of the integration or a desire not to remain with us following the Verizon Data Center Acquisition; and
|
•
|
unforeseen expenses or delays associated with the Verizon Data Center Acquisition.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
|
•
|
increase the likelihood of negative outlook from our credit rating agencies;
|
•
|
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.
|
•
|
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 such as the United Kingdom’s pending withdrawal from the European Union ("Brexit");
|
•
|
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.
|
•
|
our operating results or forecasts;
|
•
|
new issuances of equity, debt or convertible debt by us, including through our ATM Program;
|
•
|
increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
|
•
|
changes to our capital allocation, tax planning or business strategy;
|
•
|
our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
|
•
|
changes in U.S. or foreign tax laws;
|
•
|
changes in management or key personnel;
|
•
|
developments in our relationships with customers;
|
•
|
announcements by our customers or competitors;
|
•
|
changes in regulatory policy or interpretation;
|
•
|
governmental investigations;
|
•
|
changes in the ratings of our debt or stock by rating agencies or securities analysts;
|
•
|
our purchase or development of real estate and/or additional IBX data centers;
|
•
|
our acquisitions of complementary businesses; or
|
•
|
the operational performance of our IBX data centers.
|
•
|
human error;
|
•
|
equipment failure;
|
•
|
physical, electronic and cyber security 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.
|
•
|
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 GAAP 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.
|
•
|
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 on our taxable income at regular corporate income tax rates; and
|
•
|
we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.
|
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
|
|
|
|
|
|
|
|
|
|
8-K
|
|
5/29/2015
|
|
2.1
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
5/29/2015
|
|
2.2
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2015
|
|
2.3
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
12/6/2016
|
|
2.1
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2016
|
|
2.5
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
5/1/2017
|
|
2.1
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K/A
|
|
12/31/2002
|
|
3.1
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
6/14/2011
|
|
3.1
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
6/11/2013
|
|
3.1
|
|
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
|
6/30/2014
|
|
3.4
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K/A
|
|
12/31/2002
|
|
3.3
|
|
|
||
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
3/5/2013
|
|
4.3
|
|
|
||
|
|
|
|
|
|
|
|
|
4.3
|
Form of 5.375% Senior Note due 2023 (see Exhibit 4.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
11/20/2014
|
|
4.1
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
11/20/2014
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.6
|
Form of 5.375% Senior Note due 2022 (see Exhibit 4.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
11/20/2014
|
|
4.4
|
|
|
||
4.8
|
Form of 5.750% Senior Note due 2025 (see Exhibit 4.7)
|
|
|
|
|
|
|
|
8-K
|
|
12/4/2015
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.10
|
Form of 5.875% Senior Note due 2026 (see Exhibit 4.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
8-K
|
|
3/22/2017
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.12
|
Form of 5.375% Senior Notes due 2027 (see Exhibit 4.11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
9/20/2017
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.14
|
Form of 2.875% Senior Notes due 2025 (see Exhibit 4.13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
12/5/2017
|
|
4.1
|
|
|
||
|
|
|
|
|
|
|
|
|
8-K
|
|
12/5/2017
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.17
|
Form of 2.875% Senior Notes due 2026 (see Exhibit 4.16)
|
|
|
|
|
|
|
|
8-K
|
|
3/14/2018
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.19
|
Form of 2.875% Senior Notes due 2024 (see Exhibit 4.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
4/3/2018
|
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
4.21
|
Form of 5.00% Senior Notes due April 2019 (see Exhibit 4.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.22
|
Form of 5.00% Senior Notes due October 2019 (see Exhibit 4.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.23
|
Form of 5.00% Senior Notes due April 2020 (see Exhibit 4.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.24
|
Form of 5.00% Senior Notes due October 2020 (see Exhibit 4.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.25
|
Form of 5.00% Senior Notes due April 2021 (see Exhibit 4.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2014
|
|
4.13
|
|
|
||
|
|
|
|
|
|
|
|
|
10.1
**
|
S-4 (File No. 333-93749)
|
|
12/29/1999
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
**
|
10-K
|
|
12/31/2016
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
**
|
10-K
|
|
12/31/2016
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
**
|
10-K
|
|
12/31/2016
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
**
|
|
|
6/30/2014
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
**
|
10-K
|
|
12/31/2008
|
|
10.31
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
**
|
10-K
|
|
12/31/2008
|
|
10.32
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
**
|
10-K
|
|
12/31/2008
|
|
10.33
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
|
|
10.9
**
|
10-K
|
|
12/31/2008
|
|
10.35
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
**
|
S-1/A (File No. 333-137607) filed by Switch & Data Facilities Company
|
|
2/5/2007
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
**
|
10-Q
|
|
9/30/2010
|
|
10.42
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
**
|
10-K
|
|
12/31/2010
|
|
10.33
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
**
|
10-K
|
|
12/31/2010
|
|
10.34
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
**
|
10-Q
|
|
6/30/2013
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
**
|
10-Q
|
|
9/30/2013
|
|
10.54
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
**
|
10-Q
|
|
9/30/2013
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
**
|
10-Q
|
|
3/31/2014
|
|
10.49
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
**
|
10-Q
|
|
3/31/2014
|
|
10.50
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
**
|
10-Q
|
|
3/31/2014
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
**
|
10-Q
|
|
3/31/2015
|
|
10.50
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
**
|
10-Q
|
|
3/31/2015
|
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
**
|
10-Q
|
|
3/31/2015
|
|
10.52
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
**
|
10-Q
|
|
3/31/2016
|
|
10.57
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
**
|
10-Q
|
|
3/31/2016
|
|
10.58
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
**
|
10-Q
|
|
3/31/2016
|
|
10.59
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
**
|
10-Q
|
|
3/31/2017
|
|
10.35
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
**
|
10-Q
|
|
3/31/2017
|
|
10.36
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
|
|
10.28
**
|
10-Q
|
|
3/31/2017
|
|
10.37
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
**
|
10-Q
|
|
3/31/2017
|
|
10.39
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
**
|
10-Q
|
|
3/31/2017
|
|
10.40
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
**
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10.32
**
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10.33
**
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10.34
**
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
9/30/2014
|
|
10.67
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2014
|
|
10.48
|
|
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
|
9/30/2015
|
|
10.52
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2015
|
|
10.55
|
|
|
||
|
|
|
|
|
|
|
|
|
10-K
|
|
12/31/2016
|
|
10.39
|
|
|
||
|
|
|
|
|
|
|
|
|
10-Q
|
|
9/30/2017
|
|
10.1
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
|
Filing Date/
Period End
Date
|
|
Exhibit
|
|
Filed
Herewith
|
10-Q
|
|
6/30/2016
|
|
10.55
|
|
|
||
|
|
|
|
|
|
|
|
|
10.42
**
|
10-Q
|
|
6/30/2016
|
|
10.56
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
9/30/2016
|
|
10.42
|
|
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10-K
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12/31/2017
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10.40
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10-K
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12/31/2017
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12.1
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X
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X
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X
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X
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X
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Document.
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X
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101.DEF
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XBRL Taxonomy Extension Definition Document.
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X
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101.LAB
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XBRL Taxonomy Extension Labels Document.
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Document.
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X
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EQUINIX, INC.
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Date: May 4, 2018
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By:
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/s/ K
EITH
D. T
AYLOR
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit
Number
|
Description of Document
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10.31
**
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10.32
**
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10.33
**
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10.34
**
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101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Document.
|
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|
101.PRE
|
XBRL Taxonomy Extension Presentation Document.
|
•
|
with respect to 50% of those units on the date upon which the Board or Committee certifies that the Company has achieved revenue and/or AFFO goals of greater than $_____ million and/or $_____ million, respectively, for 2018;
|
•
|
with respect to 25% of those units on February 15, 2020; and
|
•
|
with respect to the remaining 25% of those units on February 15, 2021.
|
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 Committee 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 later than December 31 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 the 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 the 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 March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision entitled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit 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 amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
|
Trading Day
|
“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) you have a trading plan that complies with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act that covers the shares underlying the vesting Restricted Stock Units;
• 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.
|
Change in Control
|
Except to the extent set forth in the Notice of Restricted Stock Unit Award, in the event of any Change in Control, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will automatically accelerate in full as described in Article X of the Plan. However, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will
not
automatically accelerate if and to the extent the Restricted Stock Units are, in connection with the Change in Control, either to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Committee, and its determination will be final, binding and conclusive.
|
|
In addition, you will vest as to 50% of the unvested Target Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.
|
Data Privacy Notice and Consent
|
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 Employer, the Company and its other subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport 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, purchased, 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 Smith Barney, 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 Employer, the Company, Morgan Stanley Smith Barney, 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 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 your local human resources representative. 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 impact on your employment status or service with the Employer. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. Finally, upon request of the Company, you agree to provide an executed data privacy consent form to the Company (or any other agreements or consents that may be requested by the Company) that the Company may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company.
|
Insider Trading Restrictions / Market Abuse Laws
|
You acknowledge that, depending on your or your broker’s country of residence or where shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (
e.g.
, Restricted Stock Units) or rights linked to the value of shares of Common Stock under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow employees. 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 understand you are responsible for ensuring compliance with any restrictions and should consult with 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.
|
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.
|
|
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 the 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 the 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 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 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 amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
|
Trading Day
|
“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) you have a trading plan that complies with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act that covers the shares underlying the vesting Restricted Stock Units;
• 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.
|
Change in Control
|
Except to the extent set forth in the Notice of Restricted Stock Unit Award, in the event of any Change in Control, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will automatically accelerate in full as described in Article X of the Plan. However, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will
not
automatically accelerate if and to the extent the Restricted Stock Units are, in connection with the Change in Control, either to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Committee, and its determination will be final, binding and conclusive.
|
|
In addition, you will vest as to 50% of the unvested Target Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.
|
Data Privacy Notice and Consent
|
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 Employer, the Company and its other subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport 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, purchased, 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 Smith Barney, 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 Employer, the Company, Morgan Stanley Smith Barney, 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 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 your local human resources representative. 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 impact on your employment status or service with the Employer. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. Finally, upon request of the Company, you agree to provide an executed data privacy consent form to the Company (or any other agreements or consents that may be requested by the Company) that the Company may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company.
|
|
|
Insider Trading Restrictions / Market Abuse Laws
|
You acknowledge that, depending on your or your broker’s country of residence or where shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (
e.g.
, Restricted Stock Units) or rights linked to the value of shares of Common Stock under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow employees. 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 understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2019;
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2020; and
|
•
|
with respect to 33 1/3% of those units on the first Trading Day that coincides with or follows January 15, 2021.
|
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 Committee 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 later than December 31 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 the 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 the 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 March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision entitled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit 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 amount of any Tax-Related Items withholding arising from the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
|
Trading Day
|
“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) you have a trading plan that complies with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act that covers the shares underlying the vesting Restricted Stock Units;
• 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.
|
Change in Control
|
Except to the extent set forth in the Notice of Restricted Stock Unit Award, in the event of any Change in Control, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will automatically accelerate in full as described in Article X of the Plan. However, vesting of the Target Restricted Stock Units, and any Dividend Equivalents thereon, will
not
automatically accelerate if and to the extent the Restricted Stock Units are, in connection with the Change in Control, either to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Committee, and its determination will be final, binding and conclusive.
|
|
In addition, you will vest as to 50% of the unvested Target Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.
|
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 Employer, the Company and its other subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport 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, purchased, 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 Smith Barney, 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 Employer, the Company, Morgan Stanley Smith Barney, 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 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 your local human resources representative. 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 impact on your employment status or service with the Employer. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. Finally, upon request of the Company, you agree to provide an executed data privacy consent form to the Company (or any other agreements or consents that may be requested by the Company) that the Company may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company.
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Insider Trading Restrictions / Market Abuse Laws
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You acknowledge that, depending on your or your broker’s country of residence or where shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (
e.g.
, Restricted Stock Units) or rights linked to the value of shares of Common Stock under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow employees. 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 understand you are responsible for ensuring compliance with any restrictions and should consult with 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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•
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Revenue of the Company
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•
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Adjusted Funds from Operations (“
AFFO
”)
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•
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you are on a Performance Improvement Plan;
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•
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you are on notice (whether given or received) for a termination of employment with the Employer;
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•
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you are on garden or similar non-paid leave; and/or
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•
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you have been suspended from your duties for any reason and/or are subject to ongoing proceedings.
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Name
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Jurisdiction
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Equinix (Australia) Enterprises Holdings 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 Australia Pty Limited
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Australia
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Equinix Do Brasil Ltda.
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Brazil
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Equinix do Brasil Soluções de Tecnologia em Informática Ltda.
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Brazil
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Equinix do Brasil Telecomunicações LTDA.
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Brazil
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Equinix Colombia, Inc.,
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British Virgin Islands
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Equinix (Bulgaria) Data Centers EAD
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Bulgaria
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Equinix (Canada) Enterprises Ltd.
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Canada
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Equinix Canada Ltd.
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Canada
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Equinix (Cayman) Holdings Limited
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Cayman Islands
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CHI 3, LLC
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Delaware, U.S.
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EPS Enterprises, Inc.
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Delaware, U.S.
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Equinix (EMEA) Management, Inc.
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Delaware, U.S.
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Equinix (Government) Enterprises LLC
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Delaware, U.S.
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Equinix (Government) 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 (Velocity) Holding Company
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Delaware, U.S.
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Equinix Impact LLC
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Delaware, U.S.
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Equinix 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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Equinix Professional Services, Inc.
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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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Equinix South America Holdings, LLC
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Delaware, U.S.
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Equinix, Inc.
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Delaware, U.S.
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LA4, LLC
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Delaware, U.S.
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Moran Road Partners, 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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SV1, LLC
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Delaware, U.S.
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Switch & Data Facilities Company LLC
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Delaware, U.S.
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Switch & Data LLC
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Delaware, U.S.
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Switch & Data MA One LLC
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Delaware, U.S.
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Switch & Data WA One LLC
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Delaware, U.S.
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Switch & Data/NY Facilities Company LLC
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Delaware, U.S.
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Switch and Data CA Nine LLC
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Delaware, U.S.
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Switch And Data NJ Two LLC
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Delaware, U.S.
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Switch and Data Operating Company LLC
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Delaware, U.S.
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Switch and Data VA Four LLC
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Delaware, U.S.
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VDC I, LLC
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Delaware, U.S.
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Name
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Jurisdiction
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VDC II, LLC
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Delaware, U.S.
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VDC III, LLC
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Delaware, U.S.
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VDC IV, LLC
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Delaware, U.S.
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VDC V, LLC
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Delaware, U.S.
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VDC VI, LLC
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Delaware, U.S.
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VDC VII, LLC
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Delaware, U.S.
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VDC VIII, LLC
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Delaware, U.S.
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Equinix (Finland) Enterprises Oy
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Finland
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Equinix (Finland) Oy
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Finland
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Kiinteisto Oy Espoon Sinimaentie 12
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Finland
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Equinix (France) Enterprises SAS
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France
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Equinix (Real Estate) Holdings SC
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France
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Equinix (Real Estate) SCI
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France
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Equinix France SAS
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France
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Equinix (Germany) Enterprises GmbH
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Germany
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Equinix (Germany) GmbH
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Germany
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Equinix (Real Estate) GmbH
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Germany
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Upminster GmbH
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Germany
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Equinix (Hong Kong) Enterprises Limited
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Hong Kong
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Equinix Hong Kong Limited
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Hong Kong
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CHI 3 Procurement, LLC
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Illinois, U.S.
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Equinix (Ireland) Enterprises Limited
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Ireland
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Equinix (Ireland) Holdings Limited
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Ireland
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Equinix (Ireland) Limited
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Ireland
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Equinix (IS2) Holdings Limited
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Ireland
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Equinix (Italy) Enterprises S.R.L.
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Italy
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Equinix Italia S.r.l.
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Italy
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Open Hub Med Societa Consortile a responsabilita limitata
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Italy
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EJAE2 G.K.
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Japan
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Equinix (Japan) Enterprises K.K.
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Japan
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Equinix (Japan) Technology Services K.K.
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Japan
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Equinix Japan K.K. (in Kanji)
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Japan
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QAON G.K.
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Japan
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Equinix (China) Investment Holding Co., Ltd
(亿利互连(中国)投资有限公司)
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People’s Republic of China
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Equinix Information Technology (Shanghai) Co., Ltd.
(亿利互连信息技术(上海)有限公司)
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People’s Republic of China
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Equinix WGQ 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.
(亿利互连数据系统(上海)有限公司)
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People’s Republic of China
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Equinix (Poland) Enterprises sp. Z o.o.
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Poland
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Equinix (Poland) Sp. Z o.o.
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Poland
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Equinix (Portugal) Data Centers, S.A.
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Portugal
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Name
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Jurisdiction
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Equinix II (Portugal) Enterprises Data Centers, Unipessoal Lda
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Portugal
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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 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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CloudMas Iberica, S.L.U.
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Spain
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Equinix (Iberia) Holdings S.L.U.
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Spain
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Equinix (Spain), S.L.U.
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Spain
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Interconnect Exchange Europe SL
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Spain
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Itconic, S.A.U.
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Spain
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TelecityGroup Spain S.A.
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Spain
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Equinix (Sweden) AB
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Sweden
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Equinix (Sweden) Enterprises AB
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Sweden
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Equinix (Switzerland) Enterprises GmbH
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Switzerland
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Equinix (Switzerland) GmbH
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Switzerland
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Equinix (EMEA) Acquisition Enterprises B.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 (Netherlands) B.V.
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The Netherlands
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Equinix (Netherlands) Enterprises B.V.
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The Netherlands
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Equinix (Netherlands) Holdings 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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Virtu Secure Web Services, B.V.
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The Netherlands
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Equinix Turkey Data Merkezi Üretim İnşaat Sanayi ve Ticaret Limited Şirketi
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Turkey
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Equinix Turkey Enterprises Data Merkezi Üretim İnşaat Sanayi ve Ticaret Anonim Şirketi
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Turkey
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Equinix Turkey Internet Hizmetleri Anonim Sirketi
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Turkey
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Equinix Middle East FZ-LLC
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United Arab Emirates
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Equinix (LD10) Holdings Limited
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United Kingdom
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Equinix (LD10) 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 (UK) Acquisition Enterprises Limited
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United Kingdom
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Equinix (UK) Enterprises 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 Corporation Limited
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United Kingdom
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Equinix Group Limited
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United Kingdom
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Equinix Investments Limited
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United Kingdom
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Telecity Group International Ltd.
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United Kingdom
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Telecity Group Investments Limited
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United Kingdom
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Telecity Group Limited
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United Kingdom
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Telecity UK Ltd.
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United Kingdom
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TelecityGroup Holdings Ltd.
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United Kingdom
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TelecityGroup UK Ltd.
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United Kingdom
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