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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 001-40205
______________________
logo.jpg
EQUINIX, INC.
(Exact name of registrant as specified in its charter)
Delaware77-0487526
(State of incorporation)
(I.R.S. Employer Identification No.)
One Lagoon Drive, Redwood City, California 94065
(Address of principal executive offices, including ZIP code)
(650) 598-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001EQIXThe Nasdaq Stock Market LLC
0.250% Senior Notes due 2027The Nasdaq Stock Market LLC
1.000% Senior Notes due 2033The Nasdaq Stock Market LLC
3.650% Senior Notes due 2033The Nasdaq Stock Market LLC
3.250% Senior Notes due 2031The Nasdaq Stock Market LLC
3.625% Senior Notes due 2034The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ☐   No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,"
"accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
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The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $71.8 billion. As of February 11, 2025, a total of 97,332,005 shares of the registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III – Portions of the registrant's definitive proxy statement to be issued in conjunction with the registrant's 2025 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant's fiscal year ended December 31, 2024. Except as expressly incorporated by reference, the registrant's proxy statement shall not be deemed to be a part of this report on Form 10-K.



TABLE OF CONTENTS
EQUINIX, INC.
FORM 10-K
December 31, 2024
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PART I
Forward-Looking Statements
The words "Equinix", "we", "our", "ours", "us" and the "Company" refer to Equinix, Inc. All statements in this discussion that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Equinix's "expectations", "beliefs", "intentions", "strategies", "forecasts", "predictions", "plans" or the like. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Equinix cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the risk factors discussed in this Annual Report on Form 10-K. Equinix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Equinix's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based.
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that make an investment in our securities speculative or risky, any one of which could materially adversely affect our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete, and should be read together with the section titled “Risk Factors” in this Annual Report on Form 10-K, as well as the other information in this Annual Report on Form 10-K and the other filings that we make with the U.S. Securities and Exchange Commission (the “SEC”).
Risks Related to the Macro Environment
•Geopolitical events and political changes, including the recent change in administration in the U.S., contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations in the countries in which we operate, we may be subject to litigation and/or sanctions, adverse revenue impacts and increased costs, and our business and results of operations could be negatively impacted.
•Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently experiencing, could negatively affect our business and financial condition.
•Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.
•The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.
Risks Related to our Operations
•We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
•Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.
•We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
•The level of insurance coverage that we purchase may prove to be inadequate.
•If we are unable to successfully implement our current leadership transition, or if we are unable to recruit or retain key qualified personnel, our business could be harmed.
•The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.
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•We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.
•The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.
•The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.
•We have been, and in the future may be, subject to securities class action and other litigation, which may harm our business and results of operations.
Risks Related to our Offerings and Customers
•Our offerings have a long sales cycle that may harm our revenue and results of operations.
•We may not be able to compete successfully against current and future competitors.
•If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.
•We have government customers, which subjects us to revenue risk and certain other risks including early termination, audits, investigations, sanctions and penalties, any of which could have a material adverse effect on our results of operations.
•Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.
Risks Related to our Financial Results
•The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
•Our results of operations may fluctuate.
•We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.
•We have incurred substantial losses in the past and may incur additional losses in the future.
Risks Related to Our Expansion Plans
•Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.
•Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
•The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
•Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.
•If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of operations would be adversely impacted.
•We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these investments.
Risks Related to Our Capital Needs and Capital Strategy
•Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
•Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
•If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
•Our derivative transactions expose us to counterparty credit risk.
Risks Related to Environmental Laws and Climate Change Impact
•Environmental regulations may impose upon us new or unexpected costs.
•Our business may be adversely affected by physical risks related to climate change and our response to it.
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•We may fail to achieve our sustainability objectives, or may encounter objections to them, either of which may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other stakeholders.
Risks Related to Certain Regulations and Laws, Including Tax Laws
•Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.
•Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.
•Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
Risks Related to Our REIT Status in the U.S.
•We have a number of risks related to our qualification as a real estate investment trust for federal income tax purposes ("REIT"), including the risk that we may not be able to maintain our qualification for taxation as a REIT which could expose us to substantial corporate income tax and have a materially adverse effect on our business, financial condition, and results of operations.
ITEM 1.    Business
Overview: Enabling Innovation for the Digital World
Equinix (Nasdaq: EQIX) is the world's digital infrastructure company®. Digital leaders harness our trusted platform to bring together and interconnect the foundational infrastructure that powers their success. Equinix enables organizations to access all the right places, partners and possibilities they need to accelerate their advantage. Platform Equinix combines a global footprint of International Business ExchangeTM (IBX®) and xScale® data centers in the Americas, Asia-Pacific, and Europe, the Middle East and Africa ("EMEA") regions, infrastructure and interconnection offerings, unique business and digital ecosystems and expert consulting and support.
Equinix was incorporated on June 22, 1998 as a Delaware corporation and operates as a REIT for federal income tax purposes. Al Avery and Jay Adelson founded Equinix as a network-neutral, multi-tenant data center ("MTDC") provider, where competing networks could connect and share data traffic to help scale the rapid growth of the early internet. The company’s name, Equinix (composed from the words "equality," "neutrality" and "internet exchange"), reflects that vision. The founders believed they not only had the opportunity, but also the responsibility to create a company that would be the steward of some of the most important digital infrastructure assets in the world. Over two and a half decades later, we have expanded upon that vision to build Platform Equinix®, which we believe is unmatched in scale and reach.
Our data centers around the world allow our customers to bring together and interconnect the infrastructure they need to fast-track their digital advantage. With Equinix, they can scale with agility, accelerate the launch of digital offerings, deliver world-class experiences and multiply their value. We enable them to differentiate by distributing infrastructure and removing the distance between clouds, users and applications in order to reduce latency and deliver a superior customer, partner and employee experience. The Equinix global platform, and the quality of our offerings, have enabled us to establish a critical mass of customers. As more customers choose Platform Equinix for bandwidth cost and performance reasons, it benefits their suppliers and business partners to colocate in the same data centers and connect directly with each other. This adjacency creates a network effect that attracts new customers, continuously enhances our existing customers' value and enables them to capture further economic and performance benefits from our offerings.
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In 2024, we opened 16 new data centers, inclusive of new xScale sites via our joint ventures. Our new data center openings included sites in the following metros: Barcelona, Istanbul, Johannesburg, Johor, Kuala Lumpur, Madrid, Mumbai, New York, Osaka, Paris, Rio de Janeiro, Seoul, Silicon Valley, Tokyo and Warsaw. When including an additional data center which opened in February 2025, this results in an increase in our total number of data center facilities to 268. Additional 2024 highlights include:
•In April, we sold the Silicon Valley 12 (“SV12”) data center site in connection with the formation of a new joint venture ("JV") to develop and operate the first xScale data center in the U.S. The facility will be built out in two phases and is expected to provide more than 28 MW of power capacity when completed.
•In July, we announced our entry into the Philippines with the planned acquisition of three data centers in Manila for a stated purchase price of $180 million, subject to certain adjustments. The transaction is expected to close in the first half of 2025, subject to customary closing conditions, and is expected to add more than 1,000 cabinets of capacity. This follows our recent expansions into Indonesia and Malaysia, enabling us to help businesses expand and capitalize on the digital opportunity of the fast-growing Southeast Asia region.
•In October, we entered into an agreement to form a joint venture to develop and operate data centers in the Americas region, subject to regulatory approval and other closing conditions which were satisfied on October 30, 2024. With the $15.0 billion of capital expected to be raised through this joint venture, we expect to accelerate xScale deployment in the U.S., eventually adding more than 1.5 gigawatts of new capacity for hyperscale customers.
•In November, we announced plans to build our sixth data center in Singapore. This new high performance data center will feature a design built to efficiently compute intensive workloads like artificial intelligence ("AI"), supported by capabilities such as advanced liquid cooling. Expected to open in Q1 2027, the 9-story facility was awarded as part of Singapore's pilot Data Centre - Call for Application and will provide 20MW of power capacity when fully built.
Industry Trends: The rise of intelligent ecosystems
The digital economy is advancing rapidly, driven by exponential data growth, ecosystem collaboration and edge-to-cloud innovations. Interconnected networks are transforming business operations and enabling organizations to scale, innovate and thrive. Emerging trends shaping this landscape include:
•The digital shift: Industries are becoming smarter, faster and more adaptable as AI enhances decision-making and automates tasks. Businesses are shifting from traditional, siloed models to interconnected ecosystems, where collaboration and seamless integration of services drive value at scale. Digital-first strategies are empowering businesses to transition from static product offerings to dynamic, outcome-based services, harnessing real-time data and ecosystem interconnections as competitive advantages.
•The interconnection imperative: This digital shift is fostering collaboration and data sharing, forming tightly connected networks of businesses and partners. These networks are reshaping supply and value chains into intelligent, service-based systems, with rapidly growing data and participant ecosystems driving efficiency and innovation. Interconnection is becoming the backbone of the digital economy, enabling real-time collaboration, operational scale and faster decision-making. Businesses investing in high-speed, low-latency connections are leading in adapting to these complex, data-driven demands.
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•Ecosystem scalability: Organizations are leveraging interconnected ecosystems to expand market reach, streamline service delivery and unlock new revenue streams. Revenue is increasingly tied to participation in electronic ecosystems rather than standalone transactions. The emergence of dynamic producer-consumer relationships, where businesses act as service providers, consumers and intermediaries is gaining traction. This adaptability enables businesses to meet evolving market demands while optimizing resource allocation and driving growth.
•Edge-to-cloud transformation: Built upon the foundation of connectivity, edge-to-cloud workflows are enabling businesses to move data and compute closer to where value is created. This layered strategy supports efficient data flows, reduces latency, and optimizes costs. By introducing an authoritative data core distributed across areas of digital density—with low latency access to multiple clouds and SaaS platforms—businesses can achieve scalability and compliance. This approach, paired with a data edge for Retrieval-Augmented Generation ("RAG") inference models, enables efficient AI and real-time applications in proximity to customers, business operations and endpoints of value delivery and revenue generation.
•Sustainability by design: Sustainability is a key priority for global organizations, as market expectations and regulations demand greener practices. Interconnection and efficient digital infrastructures are critical in supporting net-zero goals. By adopting innovative, energy-efficient technologies, businesses are not only reducing carbon footprints, but also building long-term resilience and value.
Interconnection remains the foundation of the digital economy, facilitating seamless data exchange and collaboration. Our research estimates that private interconnection capacity will grow at a compound annual growth rate ("CAGR") of 29% by 2027, potentially nearing 40,000 terabits per second of data exchanged annually. The growth reflects the increasing demand for scalable, high-performance networks to support AI, edge computing and distributed ecosystem business models.
Worldwide Interconnection Bandwidth Capacity CAGR (2023-2027) in Terabits per Second (Tbps)
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Equinix Business Proposition: To Be the Platform Where the World Comes Together
In 2024, we continued to build new offerings to further our mission to make digital infrastructure more powerful, accessible and sustainable. On Platform Equinix, businesses can reach the most strategic markets with scalable, navigable infrastructure that blends physical and virtual options on our one-of-a-kind global ecosystem. We enable competitive advantage for our customers and partners by creating the foundational infrastructure capabilities that harness innovation and create value. We offer a comprehensive, integrated suite of infrastructure and interconnection solutions and products to over 10,000 enterprise and service provider customers worldwide.
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Our global, state-of-the-art data centers meet strict standards of security, reliability, certification and sustainability. Our footprint consists of 268 data centers worldwide:
•IBX Data Centers are our carrier-neutral colocation data centers, providing our customers with the secure, reliable and robust environments (including space and power) necessary to aggregate and distribute information and connect digital and business ecosystems globally. IBX data centers provide access to vital ecosystems where enterprises, network, cloud and SaaS providers, and business partners, can directly and securely interconnect to each other.
•xScale Data Centers are designed to serve the unique core workload deployment needs of a targeted group of hyperscale companies, which include the world's largest cloud service providers. Hyperscalers require infrastructure to support demanding workload requirements for cloud and AI initiatives. With xScale data centers, which are developed and operated through our joint venture partnership arrangements, hyperscale customers add to their core hyperscale data center deployments and existing customer access points at Equinix, allowing streamlined expansion with a single global vendor.
The following are the leading revenue-generating products and other offerings that collectively make up Platform Equinix:
Infrastructure Offerings
Equinix infrastructure offerings include a suite of comprehensive solutions that provide all the components required by a customer to house its IT infrastructure or equipment. These offerings are designed to speed and streamline data center deployments for our customers. These offerings are typically billed based on the space and power a customer consumes in our IBX data centers, are delivered under a fixed duration contract and generate monthly recurring revenue ("MRR").
•Private Cages are typically designed and built to order for a single customer, with space assigned based on purchased power allocations and planned cabinet quantity. A cage typically includes steel mesh walls with a locking door, interconnection provision such as a demarcation rack with patch panels, and cabling systems such as a ladder rack and fiber raceway. Available security accessories include dedicated cameras, biometric hand scanners and more.
•Secure Cabinets are steel-framed cabinets sized to industry standards and typically configured to order, with lockable, fully ventilated doors. Secure cabinets provide a private, secure, smaller-footprint alternative to a Private Cage. Each cabinet includes an integrated, interconnection-ready demarcation panel and power circuitry sufficient to support planned utilization requirements. Secure cabinets are typically housed in a shared, secured cage within the data center facility.
•Secure Cabinet Express are ready for service secure cabinets that are preconfigured to fit Equinix recommendations and most modern IT deployment requirements, providing a simplified and globally consistent colocation module for cabinet-sized deployments.
Equinix offers a variety of enabling solutions that support a customer's need to implement, operate and maintain its colocated deployments. These solutions include both on-consumption and subscription services that may generate MRR as well as non-recurring revenue ("NRR").
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•Equinix Smart View® is a fully integrated monitoring software that provides customers visibility into the operating data relevant to their specific Equinix footprint as if they were in-house. The software provides online access to real-time environmental and operating data through the Equinix Customer Portal or via either REST (application programming interfaces ("APIs") that provide customers the ability to retrieve information about their assets from every IBX location) or streaming API integrations. With real-time alerts and configurable reporting, Equinix SmartView allows customers to maintain their IBX operations and plan for future growth.
•Equinix Smart Hands® provides around-the-clock, on-site operational support service for remote management, installation and troubleshooting of customer data center equipment. Using Equinix IBX data center technicians, Smart Hands allows customers to manage their Platform Equinix data center operations from anywhere in the world.
•Equinix Smart Build ("ESB") provides customers with an easy way to accelerate and simplify world-class data center deployments with expert support. ESBs are repeatable, proven processes that address larger, more complex data center jobs, including installation and implementation of new builds and planned migrations. ESB practices deliver Equinix expertise in colocation design to optimize our customers’ data center needs, including structured cabling, labeling and documentation, procurement recommendations and coordination, and secure de-installation.
•Equinix Managed Solutions and Enablement Services offer flexible and easy-to-consume managed platforms for cloud, storage, backup and firewall, built on top of neutral, leading technology. Combined with simplified implementation of Equinix Fabric and Network Edge, these managed services leverage customer hybrid and multicloud experiences, allowing organizations to prioritize their core business functions.
Interconnection Offerings
Our interconnection solutions connect businesses directly, securely and dynamically within and between our data centers across our global platform. These solutions are typically billed based on the outbound connections from a customer and generate MRR.
•Equinix Fabric® provides secure, on-demand, software-defined interconnection. Built specifically for digital infrastructure, Equinix Fabric enables businesses to connect globally to their choice of thousands of networking, storage, compute and application service providers in the industry’s largest infrastructure ecosystem. As the foundation of Platform Equinix’s interconnection capability, Equinix Fabric also enables customers to quickly and easily connect between the physical and virtual digital infrastructures they have deployed in Equinix data centers globally.
•Equinix Fabric Cloud Router makes it easy to connect applications and data across different clouds. With high-performance and secure private connections, protecting data from exposure to the public internet, these enterprise-grade connections offer virtually unlimited bandwidth and built-in resiliency. Fabric Cloud Router also reduces networking costs, lowers cloud egress charges and enables elastic bandwidth consumption so customers pay for only what they need.
•Equinix Cross Connects provide a point-to-point cable link between two Equinix customers in the same data center. Cross connects deliver fast, convenient, affordable and highly reliable connectivity and data exchange with business partners and service providers within the Equinix ecosystem.
•Equinix Internet Exchange enables networks, content providers and large enterprises to exchange internet traffic through the largest global peering solution. Service providers can aggregate traffic to multiple counterparties, called peers, on one physical port and handle multiple small peers while moving high-traffic peers to private interconnections. This reduces latency for end users when accessing content and applications.
•Equinix Internet Access is an agile, scalable, resilient and high-performing managed internet access solution. Offering multiple upstream Tier 1 providers per metro and connections to all Equinix and major third-party internet exchanges, with over 300 private peering relationships, it delivers superior availability and performance. Internet Access serves as a one-stop shop for businesses, offering both physical and virtual connection options with Equinix Fabric and Network Edge to deliver primary and secondary internet access solutions. Available in 60+ markets, Internet Access allows scalable bandwidth to meet growing usage needs, empowering businesses to innovate in the digital age.
•Fiber Connect provides dark fiber links between customers and partners between multiple Equinix data centers. Fiber Connect enables fast, convenient and affordable integration with partners, customers and
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service providers across the global Equinix digital ecosystem. It supports highly reliable, extremely low-latency communication, system integration and data exchange.
•Metro Connect® provides direct, dedicated, carrier-grade network links between customers in one IBX and partners in another IBX within the same metro. Metro Connect provides integration with customers, partners and service providers within the Equinix digital ecosystem, supplying highly reliable, extremely low-latency communication, system integration and data exchange.
•Equinix Network Edge allows customers to modernize networks within minutes, by deploying network functions virtualization ("NFV") from multiple vendors across Equinix metros. Companies can select, deploy and connect virtual network solutions at the edge quickly, with no additional hardware requirements.
Competition
While a large number of enterprises and service providers, such as hyperscale cloud service providers, own their own data centers, we believe the industry is shifting away from single-tenant solutions to customers outsourcing some or all of their IT housing and interconnection requirements to third-party facilities, such as those operated by Equinix. This shift is being accelerated by the increasing adoption of hybrid multi-cloud architectures and the adoption of AI.
Historically, the outsourcing market was served by large telecommunications carriers that bundled their products and services with their colocation offerings. The data center market landscape has evolved to include private and carrier-neutral multi-tenant data centers, public and private cloud providers, managed infrastructure and application hosting providers, large hyperscale cloud providers and systems integrators. It is estimated that Equinix is one of more than 2,400 companies that provide MTDC offerings around the world. The global MTDC market is highly fragmented. Each of these data center solution providers can bundle various colocation, interconnection and network offerings, outsourced IT infrastructure solutions and managed services. We believe that this outsourcing trend has accelerated and is likely to continue to accelerate in the coming years, especially in light of the movement to digital business, the use of multiple cloud service providers and the adoption of AI.
Equinix is differentiated in this market by offering customers a global platform that reaches over 30 countries and contains the industry’s largest and most active ecosystem of partners in our sites, including access to a leading share of cloud on-ramps and an increasingly diverse ecosystem of networks and cloud and IT service providers. This ecosystem creates a network effect, which improves performance and lowers the cost for our customers, enabling them to innovate and fast-track their digital success. This is a significant source of competitive advantage for Equinix. Additionally, as AI and cloud innovations fuel workload demands for hyperscale infrastructure and optimization across enterprises, our scalable, neutral, global platform offers one-of-a-kind solutions to the most pressing digital challenges in today’s market. Our platform enables customers to bring together physical and programmable technologies like compute, storage, network and applications to build the foundation for their company's digital success.
Customers
Our customers include telecommunications carriers, mobile and other network services providers, cloud and IT services providers, digital media and content providers, financial services companies, and global enterprise ecosystems in various industries. We provide each company with access to a choice of business partners and solutions based on their colocation, interconnection and managed IT service needs, and we delivered 99.999%+ operational uptime across our global data centers in the previous fiscal year. As of December 31, 2024, we had over 10,000 customers worldwide. No one customer made up 10% or more of our total business revenues for the year ended December 31, 2024.
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The following companies represent some of our leading customers and partners:
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We serve our customers with a direct sales force and channel marketing program. We organize our sales force by customer type, as well as by establishing a sales presence in diverse geographic regions, which enables efficient servicing of the customer base from a network of regional offices. We also support our customers with a global customer care organization.
Human Capital
As of December 31, 2024, we had 13,606 employees worldwide with 5,952 based in the Americas, 4,653 based in EMEA and 3,001 based in Asia-Pacific. Of those employees, 43% of employees were in engineering and operations, 15% of employees were in sales and marketing and 42% of employees were in management, finance and administration. As of December 31, 2024, approximately 71% of our workforce identified as men, 28% identified as women and less than 1% declined to identify.
Equinix remains steadfast in its commitment to create a thriving workplace where we foster belonging for all— where every one of our colleagues is valued and respected for who they are and what they contribute. Our objective is to continue to make our culture a critical competitive advantage, engaging every leader and every employee in the process.
Our talent strategies focus on attracting, developing and retaining a diverse, global workforce; building leadership capability and accountability; and empowering employees to do the best work of their lives. We continue to leverage and expand our recruiting pathways to attract qualified talent from adjacent industries and reach emerging talent pools. For example, in 2024, we welcomed our second neurodiverse intern cohort in partnership with Disability:IN and the Global Military Pathways program continues to hire military candidates across all regions. Developing and retaining talent is vital to our continued success and in 2024, we focused on leadership development, starting with our VP+ leaders, by offering programs that feature external experts to speak on topics ranging from strategic alignment, team leadership, and industry relevant topics. We also evolved our performance management approach, increasing simplicity and clarity through consistent feedback between employees and their managers.
We believe in equal pay and equal opportunity for everyone. Equinix remains committed to ensuring we have consistent practices in place to recognize, reward and promote all employees, regardless of gender, ethnicity, sexual orientation, or other protected class. Equinix operates a rigorous governance framework to manage pay and other compensation elements to ensure that all reward decisions are made equitably and without discrimination or bias. All roles are mapped and graded to one consistent global organizational framework. Each grade has a specific pay range informed by benchmarking against the external market in the country in which the role is located. This global framework is also used to determine target levels for annual bonuses and long-term incentives. We strive to update annually our global market data where information is available.
Our employee engagement efforts differentiate Equinix's culture and accelerate our competitive advantage as they lead to more inclusive and high performing teams, higher employee satisfaction and overall organizational innovation and success. In 2024, employee satisfaction scores resulted in an average score of 81 for Equinix, followed by our average belonging score of 83 and average well-being score of 86. Our Employee Connection
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Networks ("EECNs") are a strategic cornerstone of our inclusive culture, fostering a sense of belonging that drives engagement and business impact. Open to all employees, our nine EECNs are designed to provide meaningful learning opportunities, raise awareness of diverse perspectives, and strengthen connections across the organization.
We recognize that creating the best workplace and culture requires a global effort with localized approaches. As of 2024, we have 40 global WeAreEquinix teams, led by employee volunteers, who are empowered to create and promote belonging in locations across the world. Through both virtual and in-person connection, and in collaboration with the business and their local communities, these volunteer leaders create opportunities to support Wellbeing, Sustainability, and Community engagement. Across our EECNs and WeAreEquinix teams, we currently have 853 volunteer leaders who are working on strengthening community and belonging for our workforce.
The Equinix Foundation and Equinix Community Impact program promote connection and belonging by enabling employees to give back through volunteer services, donations and more, to the communities in which we work and live. In 2024, our employees volunteered over 37,500 hours, representing an increase of approximately 50% year-over-year. Since the launch of the Equinix Foundation in 2022, we have continued to focus on the advancement of digital inclusion— from access to technology and connectivity to the skills needed to thrive in today's digitally-driven world.
We believe our commitment to the highest standards of honesty, integrity and ethical behavior differentiates our business as much as our technology. We promote these high standards through a number of policies including the Equinix Code of Business Conduct. All employees are required to complete training in ethics and the company’s anti-bribery and corruption policies. In addition, we maintain a confidential ethics helpline where employees are encouraged to speak up if they have any questions or concerns that our code of conduct is being violated. We have a zero-tolerance, non-retaliation policy that protects our employees when they speak up.
Our comprehensive approach to health and safety combines global policies, rigorous inspections and targeted training to foster a safe and supportive work environment. This approach upholds our commitment to employee well-being across all our operations and limits service disruptions, ensuring we meet customer needs. Well-being is weaved into our employee experience and benefit offerings, driven globally through health programs, ergonomic support, technology reimbursements, and a company-wide wellness day.
Our investment in furthering our human capital efforts aligns with our business strategy and enables Equinix's impact and success. We are committed to creating a workplace that allows individuals to contribute their unique strengths, share their varied perspectives, and grow their skills leading to meaningful and fulfilling careers.
Sustainability
At Equinix, our Future First sustainability strategy rallies our people and partners to envision a better future and then do what it takes to make it happen. As the world’s digital infrastructure leader, we have the responsibility to harness the power of technology to create a more connected and sustainable future. The sustainability initiatives comprising our Future First strategy focus on material issues that have the greatest impact on our stakeholders and our business. We continue to progress on our sustainability goals and look to build a business and world that reflects our purpose to bring the world together on our platform to create innovations that will enrich our work, life and planet. We document our sustainability progress in our Annual Report and in our annual Corporate Sustainability Report located on our corporate website.
In 2021, we set a validated near-term science-based target (“SBT”) for emissions reduction across our global operations and supply chain. Our climate commitments are a critical step to ensure that we continue to advance investments and innovations to reduce greenhouse gas ("GHG") emissions and keep global warming to 1.5 degrees Celsius in alignment with the Paris Climate Agreement. In addition, we published an Environmental Sustainability and Global Climate Change Policy to detail our approach and practices related to the environment, climate change, resource efficiency and reporting.
In 2022, we undertook a climate-related scenario analysis based on the Task Force on Climate Related Financial Disclosures ("TCFD") recommendations. The analysis modeled physical risks across multiple climate change scenarios and time horizons. In 2023, we completed a transition risk scenario analysis across several global decarbonization scenarios. The analysis indicated that our climate commitments directly reduce our risk exposure to different future carbon policy environments that are aligned with the Paris Climate Agreement. We are continuing our work to embed climate change risk management into our business where relevant.
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Environmental Performance
Equinix was the first data center company to set a long-term goal of 100% clean and renewable energy coverage across our global portfolio of IBXs. Our purchasing principles include the use of clean and renewable energy, securing local renewable energy sources where possible, advocating for favorable renewable energy policies, and considering renewable energy availability when locating new data centers. Since 2017, we have covered 100% of our U.S. load annually from a portfolio of renewable energy projects, utility green tariffs, and Renewable Energy Certificates ("RECs"), including 225 MW of wind power under long-term power purchase agreements ("PPAs") located in Oklahoma and Texas. As of December 31, 2024, we have executed 25 PPAs in 10 countries, which brings our total portfolio to 1,289 MW of new wind and solar capacity in Australia, Finland, France, India, Italy, Portugal, Singapore, Spain, Sweden, and the United States. In 2023, 96% of our global electricity consumption, and 100% of U.S. and European electricity consumption, was covered by renewable energy sources.
We are committed to measuring and reporting our global Greenhouse Gas ("GHG") footprint across direct ("Scope 1"), indirect energy ("Scope 2") and indirect value chain ("Scope 3") emission. As of 2023, we have achieved a 24% absolute reduction in operational GHG emissions from a 2019 baseline year (Scope 1 and Scope 2 market-based metric tons of carbon dioxide-equivalent ("mtCO2e")), even as the company increased its electricity consumption by 43% over the same period. In 2024, Equinix achieved an 'A' leadership score within the CDP Climate Change Survey for the third consecutive year. CDP is a global non-governmental organization dedicated to helping investors and companies measure and manage their climate risks.
We are leveraging technology and innovation to encourage commercialization of solutions that will enable the “Data Center of the Future”. Since 2020, we have issued 10 tranches of green bonds approximating $6.9 billion to support our sustainability initiatives. In 2024, we updated our Green Finance Framework, refreshing our eligibility criteria and introducing new categories, such as climate change adaptation. Our Green Finance Framework aligns our sustainability commitments with our long-term financing needs and highlights our pipeline of sustainability projects and data center innovations. As of December 31, 2023, we have allocated the net proceeds from $4.9 billion in issued green bonds to finance or refinance projects in categories of green buildings, renewable energy and energy efficiency.
We are also advancing environmental progress across other areas of our operations. In 2024, to address the growing importance of water and following the launch of the Sustainable Water Management Program in 2021, we launched a Water Focus Program. This program is driving the collaboration of engineering functions to identify and implement best practices in water management for cooling purposes. In 2023, Equinix started reporting on its Water Usage Effectiveness ("WUE") annually.
Sustainability Accounting Standards Board ("SASB") Disclosures
The following metrics are aligned with SASB Real Estate Standard version 2023-06 and represent the performance of our colocation facilities in the calendar years specified. Energy, renewable energy and GHG emissions are independently assured to ISO 14064-3:2019 Standards for the quantification and reporting of GHG emissions (Scope 1, 2 and 3). Calendar year data for 2024 will become available in Q2 2025 and will be published in our annual Corporate Sustainability Report located on our corporate website.
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Energy Management: Energy Consumption
YearEnergy Consumption Data as a % of Floor Area
Total Energy Consumed by Portfolio Area with Data Coverage (MWh) (1)
Like-for-Like Change in Energy Consumption of Portfolio Area with Data Coverage (MWh) (2)
Grid Electricity Consumption as a % of Energy Consumption
Energy Consumption from Renewable Sources (MWh) (3)
Renewable Energy as a % of Energy Consumption
Like-for-Like Change in Energy Consumption from Renewable Sources of Portfolio Area with Data Coverage (MWh) (2) (3)
Renewable Energy as a % of Electricity Consumption
2022(4)(5)
96.3%7,820,00029.1%94.2%6,995,00090%32.1%91%
2023(6)(7)
92.2%8,217,0004.9%94.7%7,770,00095%5.2%96%
(1)The scope of energy includes energy used onsite and energy procured.
(2)Like-for-like computed for stabilized asset list for the overlapping list of sites designated as stabilized in 2022 and 2023.
(3)Equinix procures renewable energy to cover for the entire electricity consumption of sites.
(4)Recently constructed or acquired sites for which no utility data is available are excluded, including LM1, ST1, ST2, ST3, ST4, AB1, AC1, LG1, LG2, PA10. Reseller sites are also excluded in the energy metrics (DA99, OS99, SH1).
(5)2022 portfolio coverage excludes xScaleTM sites: DB5x, SY9x.
(6)Recently constructed or acquired sites for which no utility data is available are excluded. These include BG2, DC16, NY3, JH1, KL1, MB4, SL4, TY15, FR13, IL4, JN1, MD6. Reseller sites are also excluded in both the gross floor area and the energy metrics (DA99, OS99, SH1).
(7)2023 portfolio coverage excludes xScaleTM sites: DB6x, FR9x, OS4x, SL2x, SV12x.
Energy Management: Green Building Ratings
Our data centers are designed with high operational excellence standards and energy efficiency in mind. Our data centers are planned holistically to incorporate the needs of our customers and communities, while minimizing the use of natural resources in our operations.
Our Energy Efficiency Center of Excellence is driving a global approach to improving operational efficiency across our IBX locations from lighting and airflow management to efficient cooling innovations. The program also engages customers to manage their implementations more sustainably at our facilities, leading to overall improved site efficiencies.
We certify our data centers to green buildings and energy management certifications and schemes. These include USGBC LEED green buildings certifications, ISO 14001:2015 Environmental Management Standard, ISO 50001:2011 Energy Management Standard, BCA Green Mark, U.S. EPA Energy Star for Data Centers and others. In 2021, Equinix became a U.S. Green Building Council ("USGBC") Gold member, aligning with the developer of the LEED rating system and furthering our commitment to green buildings. Data centers receiving green building ratings in 2024 covered 696,390 gross sq. ft across Bogotá, Dublin, Osaka, Seoul, Warsaw and Zurich.
In 2024, we had 31.3 million gross sq. ft., or 95.9% of our global footprint, in operation with green buildings and energy management certifications. Within the U.S., we had 11.1 million gross sq. ft., or 100% of our footprint, under certification, including 1.8 million gross sq. ft., or 16.1% of U.S. footprint, having achieved U.S. EPA Energy Star for Data Centers. We disclose these and other site-level details about our data centers on our sustainability website.

Year
Total Gross sq. ft. (million)(1)
Area of Eligible Portfolio with Green Building Rating (million sq. ft.)(2)
Eligible Portfolio with Green Building Rating (%)
Global Total through 202432.631.395.9%
U.S. Total through 202411.111.1
1.8 (Energy Star)		100%
16.1% (Energy Star)

(1)Ratings included in our totals: ISO 50001 Energy Management, ISO 14001 Environmental Management, LEED green buildings certifications, U.S. Environmental Protection Agency Energy Star for Data Centers, BCA Green Mark, NABERS and Green Globes.
(2)As of December 2024, ten sites received Energy Star for Data Centers recognition, representing 16.1% of our U.S. portfolio. In contrast, our U.S. portfolio has 22 LEED-certified data centers or 46.7% of the U.S. portfolio by gross square footage.
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Our Business Segment Financial Information
We currently operate in three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Information attributable to each of our reportable segments is set forth in Note 18 within the Consolidated Financial Statements.
Available Information
Equinix owns and maintains intellectual property in the form of trademarks, patents, application programming interfaces, customer portals and a variety of products and other offerings.
We were incorporated in Delaware in June 1998. We are required to file reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission ("SEC"). The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information.
You may also obtain copies of our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and any amendments to such reports, free of charge by visiting the Investor Relations page on our website, www.equinix.com. These reports are available as soon as reasonably practical after we file them with the SEC. Information contained on or accessible through our website is not part of this Annual Report on Form 10-K.
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ITEM 1A.    Risk Factors
In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business:
Risk Factors

Risks Related to the Macro Environment

Geopolitical events and political changes, including the recent change in administration in the U.S., contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations in the countries in which we operate, we may be subject to litigation and/or sanctions, adverse revenue impacts and increased costs, and our business and results of operations could be negatively impacted.

In light of the recent change in administration in the U.S., there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes and enforcement priorities and strategies. Penalties for non-compliance with any of these orders or regulations may be significant. Proposed tariffs to be imposed by the U.S. on imports from certain countries and potential counter-tariffs in response, could lead to increased costs and supply chain disruptions. If we are not able to navigate these changes, it could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.

Additionally, geopolitical events, such as the trade war between the U.S. and China, the war between Russia and Ukraine, the ongoing conflict in the Middle East, could have a negative effect on our business domestically and/or internationally. While some time has passed since some of these events first occurred, it remains unpredictable how these events will continue to develop and impact the environment in which we do business.

With respect to the ongoing trade war between the U.S. and China, we have several Chinese customers who are named in restrictive executive orders ("EOs"), and while a majority of these EOs are typically only applicable to transactions and/or services provided to these Chinese customers in the U.S. today, it is uncertain if the new U.S. administration would further expand the applicability of such EOs to transactions and businesses outside of the U.S. If Equinix is required to cease business with these companies, or additional companies in the future, our revenues could be adversely affected. Similarly, current relations between the U.S. and China have created increased supply chain risk due to successive U.S. legislation promoting decoupling from China on semiconductors and specific telecommunications equipment makers, and having to source for alternative suppliers for key components outside of China.

Additionally, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may restrict or limit our ability to engage in transactions or dealings with certain counterparties, in or with certain countries or territories, or in certain activities. We cannot guarantee compliance with all such laws and regulations, and failure to comply with such laws and regulations could expose us to fines, penalties, or costly and expensive investigations.

Violations of any of applicable domestic or international laws and regulations that could result in significant fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to provide our offerings in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and results of operations.

Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently experiencing, could negatively affect our business and financial condition.

Inflation is impacting various aspects of our business. We are also experiencing an increase in our costs to procure power and supply chain issues globally. Rising prices for materials related to our IBX data center construction and our data center offerings, energy and gas prices, as well as rising wages and benefits costs negatively impact our business by increasing our operating costs. Further, disagreement in the U.S. Congress on
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government spending levels could increase the possibility of a government shutdown, further adversely affecting global economic conditions. The adverse economic conditions we are currently experiencing may cause a decrease in sales as some customers may need to take cost cutting measures or scale back their operations. This could result in churn in our customer base, reductions in revenues from our offerings, adverse effects to our days of sales outstanding in accounts receivable ("DSO"), longer sales cycles, slower adoption of new technologies and increased price competition, which could adversely affect our liquidity. Customers, vendors and/or partners filing for bankruptcy could also lead to costly and time-intensive actions with adverse effects, including greater difficulty or delay in accounts receivable collection. The uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties' credit deteriorates or if they are otherwise unable to perform their obligations. Further, volatility in the financial markets and rising interest rates like we are currently experiencing could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future. We also could be exposed to hyperinflation in certain economies as a result of potential expansion into developing countries.

Our efforts to mitigate the risks associated with these adverse conditions may not be successful and our business and growth could be adversely affected.

Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.

Any power outages, shortages, capacity constraints, limits on access or significant increases in the cost of power may have an adverse effect on our business and our results of operations.

In each of our markets, we contract with and rely on third parties, third party infrastructure, governments, and global suppliers to provide a sufficient amount of power to maintain our IBX data centers and meet the needs of our current and future customers. In certain instances, we have experienced difficulties in securing the energy supply we have contracted for or that we need for our expansion plans. Any such limitations may have a negative impact on a given IBX data center and may limit our ability to grow our business which could negatively affect our financial performance and results of operations. Furthermore, the inability to supply customers with their contracted power for any reason could harm customer and/or joint venture relationships as well as cause reputational harm.

Each new facility requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Utility companies and other third-party power providers may impose onerous operating conditions to any approval or provision of power or we may experience significant delays, unfavorable contractual terms, and substantial increased costs to provide the level of electrical service required by our current or future IBX data center designs. Our ability to find reliable partners and appropriate sites for expansion may also be limited by access to power, especially as we design our data centers to the specifications of new and evolving technologies, such as AI, which are more power-intensive, and further prepare to serve the power demands in the future that are expected from the electrification of the economy.

Our IBX data centers are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyber-attacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids or internal systems more generally, and planned power outages by public utilities, such as Pacific Gas and Electric Company's practice of planned outages in California to minimize fire risks, could harm our customers and our business. Employees working from home could be subjected to power outages at home which could be difficult to track and could affect the day-to-day operations of our non-IBX data center employees. Our international operations are sometimes located outside of developed, reliable electricity markets, where we are exposed to some insecurity in supply associated with technical, regulatory and reliability problems, as well as transmission constraints. Some of our IBX data centers are located in leased buildings where, depending upon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure including generators and fuel tanks. As a result, in the event of a power outage, we could be dependent upon the landlord, as well as the utility company, to restore the power. We attempt to limit our exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, but these measures may not always prevent downtime or solve for long-term or large-
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scale outages. Any outage or supply disruption could adversely affect our business, customer experience and revenues.

We are currently experiencing inflation and volatility pressures in the energy market globally. Various macroeconomic factors are contributing to the instability and global power shortage including severe weather events, governmental regulations, government relations and inflation. While we have aimed to minimize our risk, via hedging, conservation, and other efficiencies, we expect the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures. We believe we have made appropriate estimates for these costs in our forecasting, but the current unpredictable energy market could materially affect our financial forecasting, results of operations and financial condition.

The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.

The war in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cybersecurity incidents as well as supply chain disruptions.

Additionally, various Russian actions have led to sanctions and other penalties being levied by the U.S., the European Union, the United Kingdom, and other countries, as well as other public and private actors and companies, against Russia and certain other geographic areas, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restrictions on imports of Russian oil, liquified natural gas and coal. We do not have operations in Russia or Ukraine and historically we have had a limited number of Russian and Ukrainian customers, which we continue to screen against applicable sanctions lists per our standard processes. Although we continue to devote resources to this screening effort, including the use of software solutions, the sanctions screening process remains partially manual, and the sanctions lists continue to evolve and vary by country. We continue to address necessary changes in global sanctions laws and modify our processes as necessary in light of these evolving laws. A material failure to comply with global sanctions laws could have a negative effect on our reputation, business and financial condition.

In addition to compliance with applicable sanctions laws, we are currently limiting the ability of Russian customers to place orders for our offerings unless, after reviewing these orders, we believe they are aligned with our stated objectives in support of Ukraine. We do not allow purchases from Russian partners or suppliers and have committed to not make any direct or indirect investment in Russia absent an end to this conflict. In addition, for our customers located in Ukraine, we are currently providing offerings free of charge and may continue to do so in the future.

The associated disruptions in the oil and gas markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business. Additional potential sanctions and penalties have also been proposed and/or threatened. If Russia further reduces or turns off energy supplies to Europe, our EMEA operations could be adversely affected. Russian military actions and the resulting sanctions could further affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional debt or equity financing on attractive terms in the future.

In the case of the Middle East conflict, the current situation is extremely volatile. It is possible that such events will continue to adversely impact the level of economic activity globally and that we will face increased regulatory and legal complexities in the regions affected thus impacting our business and employees, our financial condition and results of operations. Additionally, any sustained military action in the area of the Red Sea could contribute to supply chain challenges as well as potential issues with subsea cables.

Prolonged unfavorable economic conditions or uncertainty, including as a result of the military conflict between Russia and Ukraine or in the Middle East, may adversely affect our business, financial condition, and results of operations. Any of the foregoing may also magnify the impact of other risks described in this Annual Report on Form 10-K.
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Risks Related to our Operations

We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
Despite our efforts to protect against cyber-attacks, we are not fully insulated from such threats. We have experienced cybersecurity attacks and security incidents to varying degrees, and in some cases threat actors have gained unauthorized access to our systems and data. For example, in September 2020, we discovered ransomware on certain of our internal systems. While this and other incidents have been resolved, and their impacts have been immaterial, we expect we will continue to face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, ransomware, malware, distributed denial-of-service attacks or other malicious activities, and the impact of such events in the future may be material. In the course of our business, we utilize vendors and other partners who are also sources of cyber risks to us. In addition, our adaptation to a hybrid working model, that includes both work from home and in an office, could expose us to new security risks.
We offer professional solutions to our customers where we consult on data center solutions and assist with implementations. We also offer managed services in certain of our foreign jurisdictions outside of the U.S. where we manage the data center infrastructure for our customers. The access to our clients' networks and data, which is gained from these solutions, creates some risk that our clients' networks or data could be improperly accessed. We may also design our clients' cloud storage systems in such a way that exposes our clients to increased risk of data breach. If we were held responsible for any such breach, it could result in a significant loss to us, including damage to our client relationships, harm to our brand and reputation, and legal liability.
As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of AI and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of AI by us or by third parties may pose new security challenges. A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate the proprietary or sensitive information of Equinix, our customers, including government customers, or the personal information of our employees, or cause interruptions or malfunctions in our operations or our customers' operations. As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We also may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and results of operations. The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyber-attacks. We maintain insurance coverage for cyber risks, but such coverage may be unavailable or insufficient to cover our losses.

Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.

Our business depends on providing customers with highly reliable solutions. We must safeguard our customers' infrastructure and equipment located in our IBX data centers and ensure our IBX data centers and non-IBX business operations remain operational at all times. We own certain of our IBX data centers, but others are leased by us, and we rely on the landlord for basic maintenance of our leased IBX data centers and office buildings and, in some cases, the landlord is responsible for the infrastructure that runs the building such as power connections, UPSs and backup power generators. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to
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repair or upgrade the IBX data centers. Newly acquired data centers also may not have the same power infrastructure and design in place as our own IBX data centers. These legacy designs could require upgrades in order to meet our standards and our customers’ expectations. Until the legacy systems are brought up to our standards, customers in these IBX data centers could be exposed to higher risks of unexpected power outages. We have experienced power outages because of these legacy design issues in the past and we could experience these in the future.

Problems at one or more of our IBX data centers or corporate offices, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage. These could result from numerous factors, including but not limited to:

•human error;
•equipment failure;
•physical, electronic and cybersecurity breaches;
•fire, earthquake, hurricane, flood, tornado and other natural disasters;
•extreme temperatures;
•water damage;
•fiber failures, subsea cable damage and other network interruptions;
•software updates;
•power loss;
•terrorist acts;
•sabotage and vandalism;
•global pandemics such as the COVID-19 pandemic;
•inability of our operations employees to access our IBX data centers for any reason; and
•failure of business partners who provide our resale products.

We have service level commitment obligations to certain customers. As a result, service interruptions or significant equipment damage in our IBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data centers are critical to many of our customers' businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers and we have in the past and may decide in the future to reach settlements with affected customers irrespective of any such contractual limitations. Any such settlement may result in a reduction of revenue under U.S. generally accepted accounting principles ("GAAP"). In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our results of operations.

Furthermore, we are dependent upon internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacific and EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. We also rely on a number of third-party software providers in order to deliver our offerings and operate our business. Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be materially and adversely impacted.

Our IBX data center employees are critical to our ability to maintain our business operations and reach our service level commitments. Although we have redundancies built into our workforce, if our IBX employees are unable to access our IBX data centers for any reason, we could experience operational issues at the affected site. Pandemics, weather and climate related crises or any other social, political, or economic disruption in the U.S. or abroad could prevent sufficient staffing at our IBX data centers, or at our corporate offices, and have a material adverse impact on our operations.

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We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.

We have been investing heavily in our back-office information technology systems and processes for a number of years and expect such investment to continue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in. These continuing investments include ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognition process; integration of recently acquired operations onto our various information technology systems; and implementation of new tools and technologies to either further streamline and automate processes, or to support our compliance with evolving U.S. GAAP and international accounting standards. As a result of our continued work on these projects, we may experience difficulties with our systems, management distraction and significant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer orders and may adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue recognition, close processes, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative sources for performing these functions. All of these changes to our financial systems also create an increased risk of deficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back-office systems may take longer to complete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a risk of an impairment charge if we decide that portions of these projects will not ultimately benefit us or are de-scoped. Finally, the collective impact of these changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and control deficiencies in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Any such difficulties or disruptions may adversely affect our business and results of operations.

The level of insurance coverage that we purchase may prove to be inadequate.

We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types of insurance, the limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase earthquake insurance for certain of our IBX data centers, but for our IBX data centers in high-risk zones, including those in California and Japan, we have elected to self-insure. The earthquake and flood insurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for flood or cyber risks, could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.

If we are unable to successfully implement our current leadership transition, or if we are unable to recruit or retain key qualified personnel, our business could be harmed.

On June 3, 2024, Adaire Fox-Martin became our new Chief Executive Officer and our prior CEO, Charles Meyers, became our new Executive Chairman of the Board. Our new CEO will be critical to executing on and achieving our evolving business strategy and our success depends, in part, on the effectiveness of this transition. If we are unable to execute this transition successfully, our operations and financial conditions may be adversely affected.

Our future performance also depends on the contributions of our extended leadership team and other key employees to execute on our strategic plans and certain key roles remain to be hired. Our talent strategy could continue to evolve with the future direction of the business. We must continue to identify, hire, train and retain key personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company's growth. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent. The failure to recruit and retain necessary key personnel could cause disruption, harm our business and hamper our ability to grow our company.


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The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.

While we own certain of our IBX data centers, others are leased under long-term arrangements. These leased IBX data centers have all been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. Most of our IBX data center leases have renewal options available to us. However, many of these renewal options provide for the rent to be set at then-prevailing market rates. To the extent that then-prevailing market rates or negotiated rates are higher than present rates, these higher costs may adversely impact our business and results of operations, or we may decide against renewing the lease. There may also be changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses. In the event that an IBX data center lease does not have a renewal option, or we fail to exercise a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating a renewal of the lease with the landlord. A failure to renew a lease or termination by a landlord of any lease could force us to exit a building prematurely, which could disrupt our business, harm our customer relationships, impact and harm our joint venture relationships, expose us to liability under our customer contracts or joint venture agreements, cause us to take impairment charges and affect our results of operations negatively.

We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.

The presence of diverse telecommunications carriers' fiber networks in our IBX data centers is critical to our ability to retain and attract new customers. We are not a telecommunications carrier, and as such, we rely on third parties to provide our customers with carrier services. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers' customers to encourage them to invest the capital and operating resources required to connect from their data centers to our IBX data centers. Carriers will likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide internet connectivity to our IBX data centers that it will continue to do so for any period of time.

Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction resources. Any hardware or fiber failures on this network, either on land or subsea, may result in significant loss of connectivity to our new IBX data center expansions. This could affect our ability to attract new customers to these IBX data centers or retain existing customers.

To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for us. In certain of our markets, the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating offerings and pricing to be competitive in those markets.

If the establishment of highly diverse internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our results of operations and financial condition will be adversely affected.

The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.

Server technologies continue to evolve and in some instances these changes can result in customers increasing their use of high-power density equipment in our IBX data centers which can increase the demand for power on a per cabinet basis. Additionally, the workloads related to new and evolving technologies such as AI are increasing the demand for high density computing power. Because many of our IBX data centers were built a number of years ago, the current demand for power may exceed the designed electrical capacity in these IBX data
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centers. As power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize the space in those IBX data centers may be impacted. The ability to increase the power capacity of an IBX data center, should we decide to, is dependent on several factors including, but not limited to, the local utility's ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical and mechanical infrastructure of an IBX data center to deliver additional power and cooling to customers. Although we are currently designing and building to a higher power specification than that of many of our older IBX data centers, and are considering redevelopment of certain sites where appropriate, there is a risk that demand could continue to increase, or our redevelopment may not be successful, and the space inside our IBX data centers could become underutilized sooner than expected.

The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.

We have begun leveraging AI and machine learning capabilities for our employees to use in their day-to-day operations. Failure to invest adequately in such capabilities may result in us lagging behind our competitors in terms of improving operational efficiency and achieving superior outcomes for our business and our customers. As we embark on these initiatives, we may encounter challenges such as a shortage of appropriate data to train internal AI models, a lack of skilled talent to effectively execute our strategy of leveraging AI internally, or the possibility that the tools we utilize may not deliver the intended value. Use of third-party AI tools can also bring information security, data privacy and legal risks. Failure to successfully harness these AI tools could negatively impact our business and operating results.

We have been, and in the future may be, subject to securities class action and other litigation, which may harm our business and results of operations.

We have been, and in the future may be, subject to securities class action or other litigation. For example, on May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California alleging that the defendants made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. Securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management's attention and resources. Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief. Further, any payments made in settlement may directly reduce our revenue under U.S. GAAP and could negatively impact our results of operations for the period. While we maintain insurance coverage, we cannot be certain that such coverage will continue to be available on acceptable terms or in sufficient amounts to cover potential losses. For all of these reasons, litigation could seriously harm our business, results of operations, financial condition or cash flows.

Risks Related to our Offerings and Customers

Our offerings have a long sales cycle that may harm our revenue and results of operations.

A customer's decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctant to commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may devote significant time and resources to pursuing a particular sale or customer that does not result in revenues.

Instability in the markets and the current macroeconomic environment could also increase delays in our sales cycle. Delays due to the length of our sales cycle may materially and adversely affect our revenues and results of operations, which could harm our ability to meet our forecasts and cause volatility in our stock price.

We may not be able to compete successfully against current and future competitors.

The global multi-tenant data center market is highly fragmented. It is estimated that we are one of more than 2,400 companies that provide these offerings around the world. We compete with these firms which vary in terms of their data center offerings and the geographies in which they operate. We must continue to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors.

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Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, we are at risk of losing customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully or form alliances to acquire significant market share. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.

Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.

If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.

As our customers evolve their IT strategies, we must remain flexible and evolve along with new technologies and industry and market shifts. The process of developing and acquiring new offerings and enhancing existing offerings is complex. If we fail to anticipate customers’ evolving needs and expectations or do not adapt to technological and IT trends, our results of operations could suffer. Ineffective planning and execution in our cloud, AI and product development strategies may cause difficulty in sustaining our competitive advantages. Additionally, any delay in the development, acquisition, marketing or launch of a new offering could result in customer dissatisfaction or attrition. If we cannot continue adapting our products and strategies, or if our competitors can adapt their products more quickly than us, our business could be harmed.

In order to adapt effectively, we sometimes must make long-term investments and commit significant resources before knowing whether our predictions will accurately reflect customer demand for the new offerings. This kind of investment may include real estate expansion or developing, acquiring and obtaining intellectual property. We also must remain flexible and change strategies quickly if our predictions are not accurate. We are currently investing in our AI strategy to serve the large footprint we foresee needed for customers’ AI workloads. The future of AI is still uncertain and as it continues to evolve, our predictions about the market may prove inaccurate. Developments or speculation about the future of AI and/or its impact on the data center industry has caused volatility in our stock price in the past. We cannot guarantee our investments and predictions will be accurate around AI or any other customer demand.

We have also been making investments of resources in expanding our product portfolio in recent years. New offerings may come with additional risks and may not always be successful, and certain past offerings have been discontinued including the Equinix Metal product. New offerings may also require additional capital, have lower margins and higher customer churn as compared to our data center offerings, thus adversely impacting our results. These offerings may also introduce us to different competition and faster development cycles as compared to our data center business. If we cannot develop or partner to quickly and efficiently meet market demands, we may also see adverse results. While we believe these product offerings and others we may implement in the future will be desirable to our customers and will complement our other offerings on Platform Equinix, we cannot guarantee the success of any product or any other new product offering.

We have also invested in joint ventures in order to develop capacity to serve the large footprint needs of a targeted set of hyperscale customers by leveraging existing capacity and dedicated hyperscale builds. We believe these hyperscale customers will also play a large role in the growth of the market for AI. We have announced our intention to seek additional joint ventures for certain of our hyperscale builds. There can be no assurances that our joint ventures will be successful or that we find appropriate partners, or that we will be able to successfully meet the needs of these customers through our hyperscale offerings.

Failure to successfully execute on our product strategy or hyperscale strategy could materially adversely affect our financial condition, cash flows and results of operations.

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We have government customers, which subjects us to revenue risk and certain other risks including early termination, audits, investigations, sanctions and penalties, any of which could have a material adverse effect on our results of operations.

We derive revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers may terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.

Government contracts often have unique terms and conditions, such as most favored customer obligations, and are generally subject to audits and investigations. Being out of compliance with the terms of such contracts could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions, or debarment from future government business. On occasion, we have been out of compliance with contractual terms of certain government contracts and have remedied as necessary.

Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.

Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting business through vertical market ecosystems, the IBX data center's operating reliability and security and our ability to effectively market our offerings. However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers do not continue to use our IBX data centers it may be disruptive to our business. If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Finally, any uncertain global economic climate, including the one we are currently experiencing, could harm our ability to attract and retain customers if customers slow spending, or delay decision-making on our offerings, or if customers begin to have difficulty paying us or seek bankruptcy protection and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.

Risks Related to our Financial Results

The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.

The market price of the shares of our common stock has recently been and may continue to be highly volatile. General economic and market conditions, like the ones we are currently experiencing, and market conditions for technology, data center and REIT stocks in general, may affect the market price of our common stock.

Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These may relate to:

•our results of operations or forecasts;
•new issuances of equity, debt or convertible debt by us, including issuances through any existing ATM Program;
•increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
•changes to our capital allocation, tax planning or business strategy;
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•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;
•market speculation involving us or other companies in our industry, which may include short seller reports;
•litigation and governmental investigations;
•changes in the ratings of our debt or stock by rating agencies or securities analysts;
•our purchase or development of real estate and/or additional IBX data centers;
•our acquisitions of complementary businesses; or
•the operational performance of our IBX data centers.

The stock market has from time-to-time experienced extreme price and volume fluctuations, which have particularly affected the market prices for technology, data center and REIT stocks, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been the target of this type of litigation and we may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management's attention from other business concerns, which could seriously harm our business.

Furthermore, short sellers may engage in activity intended to drive down the market price of our common stock, which could also result in related regulatory and governmental scrutiny, among other effects. Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of our common stock for the price to decline. At any time, short sellers may also publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum in our common stock. Short selling reports can cause downward pressure and increased volatility in an issuer’s stock price. In particular, on March 20, 2024, a short seller report was published about us, which contained certain allegations related to components of our operating results and other strategic matters. As a result, the Audit Committee of our Board of Directors commenced an independent investigation to review the matters referenced in the report. Shortly after the release of the report, we received a subpoena from the U.S. Attorney’s Office for the Northern District of California and on April 30, 2024, we also received a subpoena from the Securities and Exchange Commission. We are cooperating fully with both. The foregoing subpoenas, or any inquiries or investigations conducted by a governmental organization or other regulatory body or internal investigation, could result in a material diversion of our management’s time and result in substantial cost and, in the event of an adverse finding, could have a material adverse effect on our business and results of operations.

Our results of operations may fluctuate.

We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our results of operations may cause the market price of our common stock to be volatile. We may experience significant fluctuations in our results of operations in the foreseeable future due to a variety of factors, many of which are listed in this Risk Factors section. Additional factors could include, but are not limited to:

•the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;
•demand for space, power and solutions at our IBX data centers;
•the availability of power and the associated cost of procuring the power;
•changes in general economic conditions, such as those stemming from pandemics or other economic downturns, or specific market conditions in the telecommunications and internet industries, any of which could have a material impact on us or on our customer base;
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•additions and changes in product offerings and our ability to ramp up and integrate new products within the time period we have forecasted;
•restructuring charges incurred in the event of a realignment of our management structure, operations or products;
•the financial condition and credit risk of our customers;
•the provision of customer discounts and credits;
•the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
•increasing repair and maintenance expenses in connection with aging IBX data centers;
•lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;
•changes in employee stock-based compensation;
•changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
•changes in income tax benefit or expense; and
•changes in or new GAAP as periodically released by the Financial Accounting Standards Board ("FASB").

Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future results of operations. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our results of operations in one or more future quarters may fail to meet the expectations of securities analysts or investors.

We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.

In accordance with U.S. GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

We also periodically monitor the remaining net book values of our property, plant and equipment, generally at the individual IBX data center level. Although our individual IBX data centers are generally performing in accordance with our expectations, our IBX data centers could under-perform relative to our expectations which may result in additional non-cash impairment charges.

These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.

We have incurred substantial losses in the past and may incur additional losses in the future.
As of December 31, 2024, our retained earnings were $4.7 billion. We are currently investing heavily in our future growth through the build out of multiple additional IBX data centers, expansions of IBX data centers and acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operating expenses, as well as transaction costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and until these new IBX data centers generate enough revenue to exceed their operating costs and cover the additional overhead needed to scale our business for this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue to offset the increased costs of our recently opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing, we have undertaken to fund our growth initiatives,
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may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Risks Related to Our Expansion Plans
Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.

In order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated, in new and existing markets. These construction projects expose us to many risks which could have an adverse effect on our results of operations and financial condition. The current global supply chain and inflation issues have exacerbated many of these construction risks and created additional risks for our business. Some of the risks associated with construction projects include:

•construction delays;
•power and power grid constraints;
•lack of availability and delays for data center equipment, including items such as generators and switchgear;
•unexpected budget changes;
•increased prices for and delays in obtaining building supplies, raw materials and data center equipment;
•labor availability, labor disputes and work stoppages with contractors, subcontractors and other third parties;
•unanticipated environmental issues and geological problems;
•delays related to permitting and approvals to open from public agencies and utility companies;
•unexpected lack or reduction of power access;
•delays in site readiness leading to our failure to meet commitments made to customers planning to expand into a new build; and
•unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs in order to make necessary modifications or retrofits.

We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, supply chain and logistic challenges, and high demand in our sector. While we have invested in creating a reserve of materials to mitigate supply chain issues and inflation, it may not be sufficient and ongoing delays, difficulty finding replacement products and continued high inflation could affect our business and growth and could have a material effect on our business. In certain instances we have elected to pre-buy certain equipment and materials to mitigate supply chain issues before our construction plans are finalized. If our estimates are wrong we may be liable to pay for goods we no longer need. Additional or unexpected disruptions to our supply chain, including in the event of any sustained regional escalation of the current conflict in the Middle East in the area around the Red Sea or more broadly, or inflationary pressures could significantly affect the cost of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new IBX data centers under construction.

Construction projects are dependent on permitting from public agencies and utility companies. Any delay in permitting could affect our growth. We are currently experiencing permitting delays in most metros due to reduced production from labor availability. While we don't currently anticipate any material long-term negative impact to our business because of these construction delays, these types of delays and stoppages related to permitting from public agencies and utility companies could worsen and have an adverse effect on our bookings, revenue or growth.

Additionally, all construction related projects require us to carefully select and rely on the experience of one or more designers, general contractors, and associated subcontractors during the design and construction process. Should a designer, general contractor, significant subcontractor or key supplier experience financial problems or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.

Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination of high-power capacity and fiber connectivity, or selection may be limited. We expect that we will continue to experience limited availability of power and grid constraints in many markets as well as shortages of associated equipment because of the current high demands and finite nature of
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these resources. These shortages could result in site selection challenges, construction delays or increased costs. Government limitations or moratoriums placed on data center construction in a given market may also negatively impact our ability to expand according to our plans. Thus, while we may prefer to locate new IBX data centers adjacent to our existing locations, it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may provide metro connect solutions to connect these two IBX data centers. Should these solutions not provide the necessary reliability to sustain connection, or if they do not meet the needs of our customers, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.

Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.

Over the last several years, we have completed numerous acquisitions, including most recently that of five data centers in Peru and Chile from Empresa Nacional De Telecomunicaciones S.A. ("Entel") in 2022 and four data centers as well as a subsea cable and terrestrial fiber network in West Africa from MainOne Cable Company ("MainOne") in 2022. We expect to make additional acquisitions in the future, which may include (i) acquisitions of businesses, products, solutions or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or real estate for development of new IBX data centers; (iii) acquisitions through investments in local data center operators; or (iv) acquisitions in new markets with higher risk profiles. We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share). Acquisitions expose us to potential risks, including:

•the possible disruption of our ongoing business and diversion of management's attention by acquisition, transition and integration activities, particularly when multiple acquisitions and integrations are occurring at the same time or when we are entering an emerging market with a higher risk profile;
•our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
•the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
•the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing as a result of:
•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 adverse effects resulting from such uncertainty;
•the possibility that our projections about the success of an acquisition could be inaccurate and any such inaccuracies could have a material adverse effect on our financial projections;
•the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
•the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
•the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future business relationships with us;
•the possibility that we could lose key employees from the acquired businesses;
•the possibility that we may be unable to integrate certain IT systems that do not meet Equinix's standard requirements with respect to security, privacy or any other standard;
•the potential deterioration in our ability to access credit markets due to increased leverage;
•the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
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•the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
•the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
•the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
•the possible loss or reduction in value of acquired businesses;
•the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our qualification for taxation as a REIT;
•the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the same time;
•the possibility that future acquisitions may trigger property tax reassessments resulting in a substantial increase to our property taxes beyond that which we anticipated;
•the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed and we may become subject to complex requirements and risks with which we have limited experience;
•the possibility that future acquisitions may appear less attractive due to fluctuations in foreign currency rates;
•the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
•the possibility of litigation or other claims in connection with, or as a result of, an acquisition, or inherited from the acquired company, including claims from terminated employees, customers, former stockholders or other third parties;
•the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction;
•the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, tax liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process;
•the possibility that we receive limited or incorrect information about the acquired business in the diligence process; and
•the possibility that we do not have full visibility into customer agreements and customer termination rights during the diligence process which could expose us to additional liabilities after completing the acquisition.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows. If an acquisition does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted, and we will not recognize the anticipated benefits of the acquisition.

We cannot assure that the price of any future acquisitions of IBX data centers or businesses will be similar to prior IBX data center acquisitions and businesses. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we would successfully overcome these risks, or any other problems encountered with these acquisitions.

The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.

We have entered into joint ventures to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures require investment for development. The success of these joint ventures will depend, in part, on our ability to find suitable land and power as well as the successful development of the data center sites. Such development may be more difficult, time-consuming or costly than expected and could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could
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materially impact our business, financial condition and results of operations. Additionally, if it is determined these sites are no longer desirable for the joint ventures, we would need to adapt such sites for other purposes.

We may not realize all of the anticipated benefits from our joint ventures. The success of these joint ventures will depend, in part, on the successful partnership between Equinix and our joint venture partners. Such a partnership is subject to risks as outlined below, and more generally, to the same types of business risks as would impact our IBX data center business. A failure to successfully partner, or a failure to realize our expectations for the joint ventures, including any contemplated exit strategy from a joint venture, could materially impact our business, financial condition and results of operations. These joint ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable terms or at all, an inability to fill the data center sites with customers as planned, unexpected power constraints, and development and construction delays, including those we are currently experiencing in many markets globally.

Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.

In addition to our current and proposed joint ventures, we may co-invest with other third parties through partnerships, joint ventures or other entities in the future. These joint ventures could result in our acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or portfolio of properties, partnership, joint venture or other entity. We may be subject to additional risks, including:

•we may not have the right to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity;
•if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose to or be required to contribute such capital or be otherwise adversely impacted;
•our partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives;
•our joint venture partners may take actions that are not within our control, which could require us to dispose of the joint venture asset, transfer it to a taxable REIT subsidiary ("TRS") in order to maintain our qualification for taxation as a REIT, or purchase the partner's interests or assets at an above-market price;
•our joint venture partners may take actions unrelated to our business agreement but which reflect poorly on us because of our joint venture relationship;
•disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business;
•we may in certain circumstances be liable for the actions of our third-party partners or guarantee all or a portion of the joint venture's liabilities, which may require us to pay an amount greater than its investment in the joint venture;
•we may fail to maintain the complex tax structure of the joint ventures and, as a result, become liable for additional tax liabilities of the joint ventures;
•our joint venture partner may have contractual exit rights under certain circumstances, and may force us to buy them out on terms and timing unfavorable to us;
•we may need to change the structure of an established joint venture or create new complex structures to meet our business needs or the needs of our partners which could prove challenging; and
•a joint venture partner's decision to exit the joint venture may not be at an opportune time for us or in our business interests.

Each of these factors may result in returns on these investments being less than we expect or in losses, and our financial and results of operations may be adversely affected.

If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of operations would be adversely impacted.

For the years ended December 31, 2024, 2023 and 2022, we recognized approximately 62%, 63% and 61%, respectively, of our revenues outside the U.S. We currently operate outside of the U.S. in Canada, Mexico, South America, the Asia-Pacific region and the EMEA region.
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In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S., which includes entering into emerging and high-risk markets. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challenges to us.
Our international operations are generally subject to a number of additional risks, including:
•the costs of customizing IBX data centers for foreign countries;
•protectionist laws and business practices favoring local competition;
•greater difficulty or delay in accounts receivable collection;
•difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers' councils;
•difficulties in managing across cultures and in foreign languages;
•political and economic instability;
•fluctuations in currency exchange rates;
•difficulties in repatriating funds from certain countries;
•our ability to obtain, transfer or maintain licenses required by governmental entities with respect to our business;
•unexpected changes in regulatory, tax and political environments;
•difficulties in procuring power;
•trade wars;
•changes in the government and public administration in emerging markets that may impact the stability of foreign investment policies;
•our ability to secure and maintain the necessary physical and telecommunications infrastructure;
•compliance with anti-bribery and corruption laws;
•compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury, the Bureau of Industry and Security of the US Department of Commerce and other enforcement agencies in other jurisdictions around the world including those related to the Russian and Ukrainian war;
•compliance with changing laws, policies and requirements related to sustainability;
•increasing scrutiny on the operational resilience of data centers, especially in countries where data centers are designated as critical national infrastructure and/or essential ICT service providers;
•increasing resistance to data center presence and expansion by local communities;
•compliance with evolving cybersecurity laws including reporting requirements; and
•compliance with evolving governmental regulation.

Further, if we cannot effectively manage the challenges associated with our international operations and expansion plans, we could experience a delay in our expansion projects or a failure to grow. Expansion challenges and international operations failures could also materially damage our reputation, our brand, our business and results of operations. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.

We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these investments.

We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months in advance of securing customer contracts, and we may not have sufficient customer demand in those markets to support these IBX data centers once they are built. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments.
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Risks Related to Our Capital Needs and Capital Strategy
Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
We have a significant amount of debt and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund future acquisitions, any future special distributions, regular distributions or the other cash outlays associated with maintaining our qualification for taxation as a REIT. As of December 31, 2024, our total indebtedness (inclusive of finance lease liabilities and gross of debt issuance costs and debt discounts) was approximately $17.6 billion, our stockholders' equity was $13.5 billion and our cash, cash equivalents and short-term investments totaled $3.6 billion. In addition, as of December 31, 2024, we had approximately $3.9 billion of additional liquidity available to us from our $4.0 billion revolving credit facility. In addition to our substantial debt, we lease many of our IBX data centers and certain equipment under lease agreements, some of which are accounted for as operating leases. As of December 31, 2024, we recorded operating lease liabilities of $1.5 billion, which represents our obligation to make lease payments under those lease arrangements.
Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, they could:
•require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
•increase the likelihood of negative outlook from our credit rating agencies, or of a downgrade to our current rating;
•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;
•limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
•make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable-rate debt.
The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could materially adversely affect our financial condition, cash flows and results of operations.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In October 2024, we established an "at the market" equity offering program (the "2024 ATM Program") to replace a previous program from 2022 which had been exhausted (the "2022 ATM Program”). Under the $2.0 billion 2024 ATM Program, we may, from time to time, issue and sell shares of our common stock to or through sales agents up to established limits. As of December 31, 2024, we had approximately $1.3 billion available for sale under the 2024 ATM Program. We have refreshed our ATM program in the past and expect to refresh our ATM program periodically, which could lead to additional dilution for our stockholders in the future. We may also seek authorization to sell additional shares of common stock through other means which could
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lead to additional dilution for our stockholders. Please see Note 11 within the Consolidated Financial Statements of this Annual Report on Form 10-K for sales of our common stock under our ATM programs.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REIT distribution requirements, are, and will continue to be, a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results of operations.
Our derivative transactions expose us to counterparty credit risk.

Our derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of their derivative contract and we may not be able to realize the benefit of the derivative contract.

Risks Related to Environmental Laws and Climate Change Impact

Environmental regulations may impose upon us new or unexpected costs.

We are subject to various federal, state and local environmental and health and safety laws and regulations in the United States and at our non-U.S. locations, including those relating to the generation, storage, handling and disposal of hazardous substances, regulated materials and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and other regulated materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, refrigerants and other materials. At some of our locations, hazardous substances or regulated materials are known to be present in soil or groundwater, and there may be additional unknown hazardous substances, or regulated materials present at sites that we own, operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must be investigated, cleaned up or removed from our property, we may be responsible under applicable laws, permits or leases for the investigation, removal or cleanup of such substances or materials, the cost of which could be substantial.

We purchase significant amounts of electricity from generating facilities and utility companies. These facilities and utility companies are subject to environmental laws, regulations, permit requirements and policy decisions that could be subject to material change, which could result in increases in our electricity suppliers' compliance costs that may be passed through to us. Regulations promulgated by the U.S. EPA or state agencies, or by regulators in other countries, could limit air emissions from fossil fuel-fired power plants, restrict discharges of cooling water, limit the availability of potable water and otherwise impose new operational restraints on power plants that could increase costs of electricity. Regulatory programs intended to promote increased generation of electricity from renewable sources may also increase our costs of procuring electricity. In addition, we are directly subject to environmental, health and safety laws regulating air emissions, storm water management and other environmental matters arising in our business. For example, our emergency generators are subject to state, federal and country-specific regulations governing air pollutants, which could limit the operation of those generators or require the installation of new pollution control technologies. While environmental regulations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, can lead to additional capital requirements, limitations upon our operations and unexpected increased costs.

Regulation of greenhouse gas ("GHG") emissions could increase our costs of doing business, for example by increasing the cost of electricity produced by more GHG-intensive means (e.g., generated from fossil fuels), which could require the management or reduction of GHG emissions (e.g., carbon dioxide capture), or by imposing taxes or fees upon electricity or GHG emissions. In recent years, there has been interest in the U.S. and in countries
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where we operate abroad in regulating GHG emissions and otherwise addressing risks related to climate change. For example, in the U.S., regulations and legislation have been proposed or enacted during the Biden Administration that limit or otherwise seeks to discourage carbon dioxide emissions and the use of fossil fuels. The change in the U.S. presidential administration may lead to a different regulatory agenda, particularly regarding efforts to limit GHG emissions. Other countries in which we operate may also impose requirements and restrictions on GHG emissions.
Governmental regulations also have the potential to increase our costs of obtaining electricity. Certain U.S. states in which we operate have issued or are considering and may enact environmental regulations that could materially affect our facilities and electricity costs. For example, California limits GHG emissions from new and existing conventional power plants by imposing regulatory caps and by auctioning the rights to emission allowances. Multiple other states have issued regulations (or are considering regulations) to implement carbon cap and trade programs, carbon pricing programs and other mechanisms designed to limit GHG emissions.
To date, regulations aimed at reducing GHG emissions have not had a material adverse effect on our electricity costs, but potential new regulatory requirements and the market-driven nature of some of the programs could have a material adverse effect on electricity costs in the future. Global environmental regulations are expected to continue to change and evolve and may impose upon us new or unexpected costs. Concern about climate change and sustainability in various jurisdictions may result in more stringent laws and regulatory requirements regarding emissions of carbon dioxide or other GHGs. Restrictions on carbon dioxide or other GHG emissions could result in significant increases in operating or capital costs, including higher energy costs generally, and increased costs from carbon taxes, emission cap and trade programs and renewable portfolio standards that are imposed upon our electricity suppliers. These higher energy costs, and the cost of complying across our global platform or of failing to comply with these and any other climate change regulations, may have an adverse effect on our business and our results of operations. The course of future legislation and regulation in the U.S. and abroad remains difficult to predict and the potential increased costs associated with national or supra-national GHG regulation and other government policies cannot be estimated at this time.
Our business may be adversely affected by physical risks related to climate change and our response to it.

Severe weather events, such as droughts, wildfires, flooding, heat waves, hurricanes, typhoons and winter storms, pose a threat to our IBX data centers and our customers' IT infrastructure through physical damage to facilities or equipment, power supply disruption, and long-term effects on the cost of electricity. The frequency and intensity of severe weather events are reportedly increasing as part of broader climate changes. Changes in global weather patterns may also pose long-term risks of physical impacts to our business.

We maintain disaster recovery and business continuity plans that would be implemented in the event of severe weather events that interrupt our business or affect our customers' IT infrastructure housed in our IBX data centers. While these plans are designed to allow us to recover from natural disasters or other events that can interrupt our business, we cannot be certain that our plans will work as intended to mitigate the impacts of such disasters or events. Failure to prevent impact to customers from such events could adversely affect our business.

We may fail to achieve our sustainability objectives, or may encounter objections to them, either of which may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other stakeholders.

We have established sustainability objectives, including long-term goals of procuring 100% clean and renewable energy coverage and reducing our GHG emissions from our operations and supply chain. We also face pressure from our customers, stockholders and other stakeholders, such as the communities in which we operate, who are increasingly focused on climate change, to prioritize renewable energy procurement, reduce our carbon footprint and promote resource efficiency practices. To address these stakeholder goals and concerns, where possible, we plan to continue to scale our renewable energy strategy, seek low-carbon alternatives for traditional fuel sources, use refrigerants that pose fewer risks of environmental impact, and pursue opportunities to improve energy and water efficiency. As a result of these and other initiatives, we intend to make progress towards reducing our environmental impact and global carbon footprint, meet our public climate related goals, as well as ensuring that our business remains viable in a low-carbon economy.

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Pursuing these objectives involves additional costs for conducting our business. For example, developing and acting on sustainability initiatives, including collecting, measuring, and reporting information, goals and other metrics can be costly, difficult and time consuming. We have separately undertaken efforts to procure coverage from renewable energy projects in order to support availability of new renewables development. These efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional electricity from existing sources or through conventional grids. Reducing our carbon footprint may require physical or operational modifications that may be costly. These initiatives could adversely affect our financial position and results of operations.

There is also a risk that our sustainability objectives will not be met. It is possible that we may fail to reach our stated environmental goals in a timely manner or that our customers, stockholders or members of our communities might not be satisfied with our sustainability efforts or the speed of their adoption. Our customers, stockholders or other stakeholders may object to our sustainability objectives or the manner in which we seek to achieve such objectives. A failure to meet our environmental goals, or significant controversy regarding these goals and how we achieve them, could adversely affect public perception of our business, employee morale or customer, stockholder or community support. If we do not meet our customers' or stockholders' expectations regarding those initiatives, or lose support in our communities, our business and/or our share price could be harmed.

There is some indication that sustainability goals are becoming more controversial, as some governmental entities in the U.S. and certain investor constituencies question the appropriateness of or object to sustainability initiatives. Some investors may use sustainability-related factors to guide their investment strategies and may choose not to invest in us, a factor that could tend to reduce demand for our shares and possibly affect our share price adversely. In addition, the recent change to the United States presidential administration could impact our sustainability goals. We may face increased governmental scrutiny, potential enforcement actions or private litigation challenging our sustainability goals, or our disclosure of those goals and our metrics for measuring achievement of them. New or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time.
Risks Related to Certain Regulations and Laws, Including Tax Laws
Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.

Various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal Communications Commission ("FCC") intention to reinstate the net neutrality rules that have been temporarily stayed by the U.S. Court of Appeals for the Sixth Circuit in August, may result in material changes in the regulations and contribution regime affecting our customers. Changes to these laws and regulations could have a material adverse effect on us and our customers. We expect there may also be forthcoming regulation in areas of regulating the responsible use of AI, such as the proposed EU Artificial Intelligence Act and the introduction of heightened measures to be adopted with respect to cybersecurity, operational resilience, data privacy, sustainability, taxation and data security, any of which could impact us and our customers.

We remain focused on whether and how existing and changing laws, such as those governing intellectual property, privacy, libel, telecommunications services, data flows/data localization, carbon emissions impact, competition and antitrust, and taxation apply to our business and those which might have a material effect on our customers’ decisions to purchase our solutions. Substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations. In addition, the continuing development of the market for online commerce and the displacement of traditional telephony service by the internet and related communications services may prompt an increased call for more stringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service providers.

Many countries and states have increasingly taken a more proactive approach on sustainability through the adoption of regulations that oblige corporations to make disclosures on their corporate sustainability efforts through
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mandatory reporting and to decarbonize their operations and supply chain. It is possible that compliance with the sustainability-related regulations and directives will require us to re-evaluate and make changes to our current operations and our supply chain and thus increase our cost of doing business in the relevant affected regions or countries. We may incur incremental costs to enhance our internal systems to collect the data needed to meet these regulatory requirements, including attestation standards.

In countries where there are shortages of power, land and water resources, local governments have and/or will be imposing more stringent regulations and requirements to control the growth and development of data centers in their countries. New builds and further expansion of data center operations in such markets are increasingly being evaluated and approvals (where required) may only be granted where a data center operator is not only able to demonstrate that it is efficient in its use of energy and water but also that its operations have and/or will bring positive and significant environmental, economic and social impact to the country and the local community.

Digitalization has been accelerated in many countries as a direct consequence of the pandemic and regulators are increasingly aware and recognizing the importance of data centers in ensuring the availability, resiliency, security and stability of digitalized critical services such as national security, healthcare and financial and banking services. Our business was designated "critical infrastructure" or "essential services" which allowed our data centers to remain open in many jurisdictions during the COVID-19 pandemic. Regulations such as the US Cyber Incident Reporting for Critical Infrastructure Act of 2022 (“CIRCIA 2022”), the SEC Cybersecurity Disclosure Rule, the EU Network and Information Security Directive No.2 (“NIS 2”), the EU Digital Operational Resilience Act (“DORA”), and Australia’s Security of Critical Infrastructure Act 2018 make it mandatory for Equinix to comply with more stringent requirements related to cybersecurity, controls on data storage and cross border data transfer and operational resilience, more so, in countries where our entities and/or IBXs are designated as critical information or critical national infrastructure. Any regulations restricting our ability to operate our business for any reason could have a material adverse effect on our business. Additionally, these "essential services" and "critical infrastructure" designations could lead countries or local regulators to impose additional regulations on the data center industry in order to have better visibility and control over our industry for future events and crises. Compliance with these regulations may also lead to additional costs and impact returns on investments in the relevant jurisdictions.

We strive to comply with all laws and regulations that apply to our business. However, as these laws evolve, they can be subject to varying interpretations and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. The adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.

We are a U.S. company with global subsidiaries and are subject to income and other taxes in the U.S. (although currently limited due to our taxation as a REIT) and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income and other taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of changes to the tax laws and interpretations thereof. For example, we are currently undergoing audits in a number of jurisdictions where we operate. The final results of these audits are uncertain and may not be resolved in our favor.

The Organization for Economic Co-operation and Development ("OECD") is an international association made up of over 30 countries including the U.S. The OECD has proposed and made numerous changes to long-standing tax principles, which, if adopted by the member countries, could have a materially adverse effect on our tax liabilities. For example, it has proposed a framework to implement a global minimum tax of 15% for businesses with global revenues and profits above certain thresholds (referred to as Pillar Two). The framework includes a mechanism empowering foreign jurisdictions to levy a top-up tax on our profits in the U.S. Certain aspects of Pillar Two became effective January 1, 2024, and the rest of the new tax regime will become generally effective January 1, 2025, depending on whether the rules have been adopted and ratified by the legislatures in the OECD countries. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain countries in which we operate
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have partially adopted Pillar Two, and other countries are in the process of introducing legislation to adopt the new tax regime. We are continuing to evaluate the impacts of the development in the jurisdictions in which we operate.

Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.

We maintain a complex global organizational structure, containing numerous legal entities of varied types and serving various purposes, in each country in which we operate. For example, to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, we use TRSs and qualified REIT subsidiaries ("QRSs") in order to segregate our income between net income from real estate and net income from other non-real estate activities. This results in significantly more entities than we might otherwise utilize if we were not having to maintain our qualification for taxation as a REIT in the U.S.

Additionally, we maintain certain other regional and/or business specific organizational structures for various tax, legal and other business purposes. The organization, maintenance and reporting requirements for our entity structure are complex and require coordination amongst many teams within Equinix and the use of outside service providers. While we use automation tools and software where possible to manage this process, a meaningful amount of work continues to be manual. We believe we have adequate controls in place to manage these complex structures, but if our controls fail, there could be significant legal and tax implications to our business and our operations including but not limited to material tax and legal liabilities.

Risks Related to Our REIT Status in the U.S.

We may not remain qualified for taxation as a REIT.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. We believe that our organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified. Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions of the Code.
If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:
•we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
•we will be subject to U.S. federal and state income tax on our taxable income at regular corporate income tax rates; and
•we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment and distributions to stockholders could be reduced.
As a REIT, failure to make required distributions would subject us to federal corporate income tax.
We paid quarterly distributions in each quarter of 2024 and have declared a quarterly distribution for the fourth quarter of 2024 to be paid on March 19, 2025. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from
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operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the settlement of reserves or required debt service or amortization payments.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.
Complying with REIT requirements may limit our flexibility or cause us to forgo otherwise attractive opportunities.

To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, in order to maintain our qualification for taxation as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federal income tax at regular corporate income tax rates for our undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate income tax rates for income recognized by our TRSs; we also pay taxes in the foreign jurisdictions in which our international assets and operations are held and conducted regardless of our qualification for taxation as a REIT. Because of these distribution requirements, we will likely not be able to fund future capital needs and investments from operating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.

Our use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT in the U.S.

Our operations utilize TRSs to facilitate our qualification for taxation as a REIT. The net income of our TRSs is not included in our REIT taxable income unless it is distributed by an applicable TRS, and income that is not included in our REIT taxable income generally is not subject to the REIT income distribution requirement. Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs.

Further, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in our TRSs to exceed 20% of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas, and a material change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.

The Code imposes limitations on the ability of our TRSs to utilize specified income tax deductions, including limits on the use of net operating losses and limits on the deductibility of interest expense.

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Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.

Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, including taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in respect of dealer property income or in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.

A portion of our business is conducted through wholly owned TRSs because certain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition, our international assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Any of these taxes would decrease our earnings and our available cash.

We are also subject to a U.S. federal corporate level income tax at the highest regular corporate income tax rate on any gains recognized from the sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we or our QRSs hold following the liquidation or other conversion of a former TRS). This tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.

Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving our qualification for taxation as a REIT.

In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.

In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.

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General Risk Factors

Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions.

Our financial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates, our ability to remain qualified for taxation as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, pay dividends and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management believes to be reasonable under the circumstances and at the time they are made.

We continue to evolve our forecasting models as necessary and appropriate but if our predictions are inaccurate and our results differ materially from our forecasts, we could make inappropriate financial decisions. Additionally, inaccuracies in our models could adversely impact our compliance with REIT asset tests, future profitability, stock price and/or stockholder confidence.

Fluctuations in foreign currency exchange rates, especially the strength of the U.S. dollar, in the markets in which we operate internationally could harm our results of operations.

We have experienced and may continue to experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. Dollars, our sales and revenues could be adversely affected by declines in foreign currencies relative to the U.S. Dollar, thereby making our offerings more expensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the extent we are paying contractors in foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. Dollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. Dollars.

Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currency transaction exposure, not every market is appropriate for a hedging strategy and we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict our ability to enter into hedging transactions. Therefore, any weakness of the U.S. Dollar may have a positive impact on our consolidated results of operations because the currencies in the foreign countries in which we operate may translate into more U.S. Dollars. However, as we have experienced more recently, if the U.S. Dollar strengthens relative to the currencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. Dollars. For additional information on foreign currency risks, refer to our discussion of foreign currency risk in "Quantitative and Qualitative Disclosures about Market Risk" included in Item 7A of this Annual Report on Form 10-K.

If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.

Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2024, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. Our ability to manage our operations and growth through, for example, the integration of recently acquired businesses, the entry into new joint venture structures, the adoption of new accounting principles and tax laws, and our overhaul of our back-office systems that, for example, support the customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop our controls and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our internal controls over financial reporting. If, in the future, our internal control over financial reporting is found to be ineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may be adversely affected.
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Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.

Terrorist activity, or other acts of violence, including violence stemming from the current climate of political and economic uncertainty, could adversely impact our business.

The continued threat of terrorist activity and other acts of war or hostility both domestically and abroad by terrorist organizations, organized crime organizations, or other criminals along with violence stemming from political unrest, contribute to a climate of political and economic uncertainty in many of the regions in which we operate. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cybersecurity and physical security, which could have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers and employees, our ability to raise capital and the operation and maintenance of our IBX data centers.

We may not be able to protect our intellectual property rights.

We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property or acquire licenses to the intellectual property that is the subject of the alleged infringement.

We have various mechanisms in place that may discourage takeover attempts.

Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:

•ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;
•authorization for the issuance of "blank check" preferred stock;
•the prohibition of cumulative voting in the election of directors;
•limits on the persons who may call special meetings of stockholders;
•limits on stockholder action by written consent; and
•advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, may also discourage, delay or prevent someone from acquiring or merging with us.
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ITEM 1B.    Unresolved Staff Comments
There is no disclosure to report pursuant to Item 1B.
ITEM 1C.    Cybersecurity

Equinix Risk Management and Strategy
Equinix has processes for assessing, identifying, and managing material risks from cybersecurity threats, both integrated into our Governance, Risk and Compliance Program (the “GRC Program”) and existing within our Information Security function (“InfoSec”) led by a Chief Information Security Officer (“CISO”). Our prior CISO departed Equinix in the fourth quarter of 2024, at which time we appointed a tenured Equinix Information Technology senior leader to the role in an interim capacity. To assist our interim CISO, we have engaged a technology risk consultant in an advisory role.
The foundation of risk oversight at Equinix is our Governance, Risk and Compliance Committee (“GRCC”), overseen by the Nominating and Governance Committee of our Board. The GRCC is a global, cross-functional group currently comprised of global senior leaders, across functions such as Legal, Compliance and Risk Management. The GRCC considers enterprise and emerging risks via Equinix’s Enterprise Risk Management Program (the “ERM Program”). Our ERM Program focuses on the identification, assessment, management, monitoring and reporting of key business risks. Risk identification involves periodic risk surveys and/or risk interviews with key business process owners and executives to identify key strategic, operational, financial, regulatory, compliance and external risks at the enterprise level. Our next global risk assessment to identify enterprise risks will be conducted in the first half of 2025. In addition, the ERM Program also includes an Emerging Risks Team of business leaders at Equinix, representing a majority of business functions, that meets monthly to identify fast-moving, potentially impactful risks.
The GRCC prioritizes top enterprise and emerging risks for reporting to and dialoguing with our executive staff at least quarterly, and from this discussion, risks are presented to the Nominating and Governance Committee to consider for further assessment and report-out either to a committee or the full Board as appropriate.
The ERM Program works with risk owners to gather, evaluate, and prioritize risk information through the completion of a risk assessment and creation of a risk profile document. Top risks, including those related to cybersecurity, are evaluated through a detailed risk assessment, and the risks are reexamined periodically as needed. InfoSec performs an annual refresh of an information security risk profile document as required by this process, and the results of such assessment are reported out for escalation, prioritization and reporting on an annual basis.
Cybersecurity Risk Management and Strategy
Equinix cybersecurity risk management activities and outcomes are guided by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and assessed by a third party. In addition, our cybersecurity program is certified globally against the International Organization for Standardization (“ISO”) 27001 standards. Currently, our cybersecurity program includes the following key categories of security controls with many security capabilities serving under each category: Governance, Access Control, Awareness and Training, Audit and Accountability, Configuration Management, Contingency Planning, Incident Response, Data Security, Continuous Monitoring, Maintenance Controls, Media Protection, Physical Protections, Risk Assessment, Third-Party Risk Management, System and Communications Projection, and System and Information Integrity.
Equinix has also implemented controls designed to identify and mitigate cybersecurity risk associated with our use of third-party service providers, such as security risk assessments. We use a variety of inputs in such assessments, including information supplied by the third parties and regular monitoring.
Equinix conducts regular employee training on how to spot suspicious activity, educates employees on potential security risks, and periodically runs simulations of cyber incidents for employees across various functions to assess and refine response capabilities. Equinix also offers a role-based security certification for its software engineering employees.
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Equinix’s cybersecurity risk management processes are carried out in the context of broader business objectives and are integrated into Equinix’s broader risk management processes as described above in “Equinix Risk Management and Strategy”.
Equinix does not generally engage any consultants, auditors, or other third parties in connection with processes for assessing, identifying and managing risks from cybersecurity threats other than the technology risk consultant identified above.
Board of Directors’ Oversight of Risks from Cybersecurity Threats
The Nominating and Governance Committee oversees our GRC Program per its charter, reviewing and considering developments related to the GRC Program and reporting on the GRC Program’s activities and recommendations to the full Board.
Information security risks have been deemed by our Board to be of critical importance to Equinix, and thus the Nominating and Governance Committee receives quarterly updates on cybersecurity and the full Board receives a briefing on cybersecurity at least annually. These briefings are conducted by our CISO and members of the InfoSec leadership team and cover topics such as key risk indicators, the status of strategic programs, operational updates and key initiatives, past and future action plans, and InfoSec functional updates.
In the event of a material cybersecurity incident, the full Board would be convened on a frequent basis to receive updates and provide oversight.
Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats
The Information Security Steering Committee (“ISSC”) is a key element of our cybersecurity strategy. The ISSC is chaired by the CISO and comprises of a cross-functional group of senior leaders from various functions in the company. The ISSC aims to align our security and compliance programs with business objectives. Specifically, the ISSC (i) facilitates identification of risk-based priorities and trade-offs; (ii) aims to ensure economies of scale and consistency of information security and compliance across IT assets at the company; (iii) reviews and approves information security policies; (iv) reviews requests for policy and risk exceptions to provide a “Risk Acceptance Authorization”; and (v) serves as a communications channel and steward to cultivate a culture of trust across the enterprise.
The ISSC currently meets quarterly. In addition, various subcommittees meet on an as-needed basis to address business needs. At the ISSC, topics such as changes to the InfoSec risk register, notable issues, and information security projects are discussed.
Our interim CISO brings over 20 years of experience in information technology, which enables him to ensure alignment of our cybersecurity program with our critical infrastructure strategies. He has experience in implementing and operating a governance framework and core controls in information technology. Further, he oversaw the building of our application disaster recovery infrastructure for all production applications at Equinix, and since that time has been responsible for operating this infrastructure and ongoing disaster recovery testing. All of this experience is applicable and relevant to our cybersecurity program at Equinix. Additionally, team members supporting our program have relevant education and information security experience.
Risks From Cybersecurity Threats
Although we believe we have a robust program to protect against cybersecurity risks, we may not be able to prevent a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for further discussion of cybersecurity risks.
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ITEM 2.    Properties
Our executive offices are located in Redwood City, California, with sales offices in several cities throughout the U.S. Our EMEA headquarters office is located in Amsterdam, the Netherlands and we also have sales offices in several cities throughout EMEA. Our Asia-Pacific headquarters office is located in Hong Kong and we also have sales offices in several cities throughout Asia-Pacific.
The following tables present the locations of our leased and owned IBX data centers and xScaleTM data centers investments as of December 31, 2024, as well as one data center which opened in February 2025.
AMERICAS
Metro
Leased (1)
Owned (1) (2)
Atlanta●●
Bogotá
●
amer map.jpg
Boston●
Calgary●●
Chicago●●
Culpeper●
Dallas●●
Washington, D.C./Ashburn●●
Denver●●
Houston●
Kamloops●
Lima●
Los Angeles ●●
Mexico City●
Miami●●
Monterrey●
Montreal●
New York●●
Ottawa●
Philadelphia●
Rio de Janeiro●●
Saint John●
Santiago●
São Paulo●
Seattle●●
Silicon Valley●●
Toronto●●
Vancouver●
Winnipeg●
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EMEA
Metro
Leased (1)
Owned (1) (2)
Abidjan●
Abu Dhabi●
Accra●
Amsterdam●●
emea map.jpg
Barcelona●●
Bordeaux●
Dubai●●
Dublin●
Düsseldorf●
East Netherlands●
Frankfurt●●
Geneva●●
Genoa●
Hamburg●
Helsinki●●
Istanbul●
Johannesburg●
Lagos●
Lisbon●
London●●
Madrid●●
Manchester●●
Milan●●
Munich●●
Muscat●
Paris●●
Sofia●
Stockholm●●
Warsaw●●
Zurich●●
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apac map.jpg
Asia-Pacific
Metro
Leased (1)
Owned (1) (2)
Adelaide●
Brisbane●
Canberra●
Hong Kong●
Jakarta●
Johor●
Kuala Lumpur●
Melbourne●
Mumbai●●
Osaka●●
Perth●
Seoul●●
Shanghai●●
Singapore●●
Sydney●●
Tokyo●●
(1)"●" denotes locations with one or more data centers.
(2)Owned sites include IBX data centers subject to long-term ground leases.
The following table presents an overview of our portfolio of IBX data centers as of December 31, 2024:
# of IBXs (1)
Total Cabinet Capacity (1)(2)
Cabinets
Billed (1)
Cabinet Utilization % (1)(3)
MRR per Cabinet (1)(4)
Americas 107 144,100 116,700 81 %$2,550 
EMEA86 138,200 107,700 78 %2,152 
Asia-Pacific54 89,100 66,600 75 %2,218 
Total247 371,400 291,000 
(1)Excludes 21 unconsolidated data centers (20 xScale data centers and the MC1 IBX data center) and includes the JK1 data center which opened in February 2025. The JK1 data center is included in the # of IBXs only.
(2)Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBX data center, depending on their space requirements.
(3)The cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, taking into consideration power limitations.
(4)MRR per cabinet represents average monthly recurring revenue recognized divided by the average number of cabinets billed during the fourth quarter of the year. Americas MRR per cabinet excludes Infomart non-IBX tenant income and EMEA MRR per cabinet excludes MainOne revenue.

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The following table presents a summary of our significant IBX data center projects under construction as of December 31, 2024:
PropertyProperty LocationTarget Open DateSellable Cabinets
Total Capex
(in millions) (1)
Americas:
SP4 phase IVSão PauloQ1 2025750 $21 
ST2 phase IISantiagoQ1 2025425 45 
DA11 phase IIIDallasQ2 20252,000 186 
TR6 phase IITorontoQ2 2025900 123 
CH2 phase IIChicagoQ3 2025575 46 
MI1 phase IIIMiamiQ3 20251,050 86 
MO2 phase IMonterreyQ3 2025725 79 
DC2 RedevelopmentWashington, D.C.Q4 2025425 56 
DC16 phase IIWashington, D.C.Q4 20251,525 131 
DC22 phase IWashington, D.C.Q4 20252,125 260 
MT1 phase IIMontrealQ4 2025250 22 
NY11 phase VNew YorkQ4 2025600 38 
SE4 phase IVSeattleQ4 2025400 33 
CH5 phase IChicagoQ1 20261,600 219 
DC16 phase IIIWashington, D.C.Q1 20261,525 83 
SP6 phase ISão PauloQ1 20261,125 110 
BG2 phase IIBogotáQ2 2026550 28 
SV18 phase ISilicon ValleyQ3 20261,350 260 
NY3 phase IINew YorkQ4 20262,275 222 
20,175 2,048 
EMEA:
LG2 phase IILagosQ1 2025150 9 
MA5 phase IIManchesterQ1 2025775 39 
SN1 phase ISalalahQ1 2025125 20 
SN1 phase IISalalahQ2 2025125 8 
LD10 phase IVLondonQ3 2025850 63 
LG2 phase IIILagosQ3 2025275 29 
LG3 phase ILagosQ3 2025225 22 
LS2 phase ILisbonQ3 2025625 53 
MD5 phase IMadridQ3 20251,700 115 
FR8 phase IIFrankfurtQ4 20251,400 193 
FR13 phase IIFrankfurtQ2 2026350 42 
DX3 phase IIDubaiQ3 20261,100 81 
IL3 phase IIstanbulQ3 20261,325 116 
LG4 phase ILagosQ1 2027925 78 
PA14 phase IParisQ1 2027825 133 
LD14 phase ILondonQ2 20271,425 243 
ZH4 phase VIZurichQ3 2027200 47 
12,400 1,291 
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Asia-Pacific:
CN1 phase IChennaiQ1 2025850 65 
KL1 phase IIKuala LumpurQ1 2025450 4 
MB3 phase IMumbaiQ2 20251,375 86 
HK1 phase XIII BHong KongQ4 2025250 16 
HK6 phase IHong KongQ1 20261,000 124 
OS3 phase IVOsakaQ1 2026550 30 
JH2 phase IJohorQ1 20271,100 152 
SG6 phase ISingaporeQ1 20271,525 290
TY15 phase IITokyoQ2 20271,000 101 
JH2 phase IIJohorQ3 20271,125 49 
9,225 917 
Total41,800 $4,256 
(1)Capital expenditures are approximate and may change based on final construction details.
ITEM 3.    Legal Proceedings
On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California. On April 30, 2024, the Company received a subpoena from the Securities and Exchange Commission. The Company is cooperating fully with both government agencies.
On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit seeks, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We filed a motion to dismiss the lawsuit on October 10, 2024. The motion was granted in part on January 6, 2025. We intend to continue to defend the lawsuit.
These matters are subject to uncertainties, and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters.
ITEM 4.    Mine Safety Disclosures
Not applicable.
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PART II
ITEM 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is quoted on the NASDAQ Global Select Market under the symbol of "EQIX." Our common stock began trading in August 2000. As of January 31, 2025, we had 97,332,005 shares of our common stock outstanding held by approximately 236 registered holders. During the years ended December 31, 2024 and 2023, we did not issue or sell any securities on an unregistered basis.
Stock Performance Graph
The graph set forth below compares the cumulative total stockholder return on Equinix's common stock between December 31, 2019 and December 31, 2024 with the cumulative total return of:
•the S&P 500 Index;
•the NASDAQ Composite Index; and
•the FTSE NAREIT All REITs Index.
The graph assumes the investment of $100.00 on December 31, 2019 in Equinix's common stock and in each index, and assumes the reinvestment of dividends, if any.
Equinix cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential future performance of Equinix's common stock.
Notwithstanding anything to the contrary set forth in any of Equinix's previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Annual Report on Form 10-K or future filings made by Equinix under those statutes, the stock performance graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by Equinix under those statutes.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
1701
*$100 invested on 12/31/19 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
ITEM 6.    [Reserved]
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ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following commentary should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in "Liquidity and Capital Resources" and "Risk Factors" elsewhere in this Annual Report on Form 10-K. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking statements.
Item 7 of this Form 10-K focuses on discussion of 2024 and 2023 items as well as 2024 results as compared to 2023 results. For the discussion of 2022 items and 2023 results as compared to 2022 results, please refer to Item 7 of our 2023 Form 10-K as filed with the SEC on February 16, 2024.
Our management's discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management's perspective and is presented as follows:
•Overview
•Results of Operations
•Non-GAAP Financial Measures
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
•Recent Accounting Pronouncements
Overview
insert2.jpg
We provide a global, vendor-neutral data center, interconnection and edge solutions platform with offerings that aim to enable our customers to reach everywhere, interconnect everyone and integrate everything. Global enterprises, service providers and business ecosystems of industry partners rely on our IBX data centers and expertise around the world for the safe housing of their critical IT equipment and to protect and connect the world's most valued information assets. They also look to Platform Equinix® for the ability to directly and securely interconnect to the networks, clouds and content that enable today's information-driven global digital economy. Our
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recent IBX data center openings and acquisitions, as well as xScaleTM data center investments, have expanded our total global footprint to 268 IBXs, including 20 xScale data centers and the MC1 data center that are held in unconsolidated joint ventures, across 74 markets around the world. We offer the following solutions:
•premium data center colocation;
•interconnection and data exchange solutions;
•edge solutions for deploying networking, security and hardware; and
•remote expert support and professional services.
Our data centers around the world allow our customers to bring together and interconnect the infrastructure they need to fast-track their digital advantage. With Equinix, they can scale with agility, accelerate the launch of digital offerings, deliver world-class experiences and multiply their value. We enable them to differentiate by distributing infrastructure and removing the distance between clouds, users and applications in order to reduce latency and deliver a superior customer, partner and employee experience. The Equinix global platform, and the quality of our offerings, have enabled us to establish a critical mass of customers. As more customers choose Platform Equinix for bandwidth cost and performance reasons, it benefits their suppliers and business partners to colocate in the same data centers and connect directly with each other. This adjacency creates a network effect that attracts new customers, continuously enhances our existing customers' value and enables them to capture further economic and performance benefits from our offerings.
Industry Overview:
While a large number of enterprises and service providers, such as hyperscale cloud service providers, own their own data centers, we believe the industry is shifting away from single-tenant solutions to customers outsourcing some or all of their IT housing and interconnection requirements to third-party facilities, such as those operated by Equinix. This shift is being accelerated by the increasing adoption of hybrid multi-cloud architectures and the adoption of artificial intelligence (“AI”).
Historically, the outsourcing market was served by large telecommunications carriers that bundled their products and services with their colocation offerings. The data center market landscape has evolved to include private and carrier-neutral multi-tenant data centers ("MTDC"), public and private cloud providers, managed infrastructure and application hosting providers, large hyperscale cloud providers and systems integrators. It is estimated that Equinix is one of more than 2,400 companies that provide MTDC offerings around the world. The global MTDC market is highly fragmented. Each of these data center solution providers can bundle various colocation, interconnection and network offerings, outsourced IT infrastructure solutions and managed services. We believe that this outsourcing trend has accelerated and is likely to continue to accelerate in the coming years, especially in light of the movement to digital business, the use of multiple cloud service providers and the adoption of AI. We are able to offer our customers a global platform that reaches 35 countries with the industry’s largest and most active ecosystem of partners in our sites, proven operational reliability, improved application performance and a highly scalable set of offerings.
Capacity Trends:
Our cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, which is used to measure how efficiently we are managing our cabinet capacity. Our cabinet utilization rate varies from market to market among our IBX data centers across our Americas, EMEA and Asia-Pacific regions. Our cabinet utilization rates were approximately 78% and 79%, as of December 31, 2024 and 2023, respectively. We continue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand customers. This increased power consumption, which we expect to accelerate with the adoption of AI, has driven us to build out our new IBX data centers to support power and cooling needs twice that of previous IBX data centers. We could face power limitations in our existing IBX data centers, even though we may have additional physical cabinet capacity available within a specific IBX data center, and in our ability to expand our footprint in existing and new markets. Additionally, global supply chain challenges could result in a lack of availability or delays in the delivery of data center equipment. These challenges have driven us to invest in and commit to future purchases in advance of our standard practice to mitigate risks associated with these supply chain issues. These
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constraints could have a negative impact on our ability to grow revenues, affecting our financial performance, results of operations and cash flows and the growth opportunities presented by the adoption of new technologies, including AI.
Expansion Opportunities:
To serve the needs of the growing hyperscale data center market, including the world's largest cloud service providers and increased demand driven in part by the adoption of AI, we have entered into joint venture partnership arrangements across our Americas, EMEA and Asia-Pacific regions to develop and operate xScale data centers.
Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As was the case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, including but not limited to demand from new and existing customers, power availability and capacity, quality of the design, access to networks, clouds and software partners, capacity availability in the current market location, amount of incremental investment required by us in the targeted property, automation capabilities, developer talent pool, lead-time to break even on a free cash flow basis and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term financing arrangements in order to bring these properties up to our standards. Property expansion may be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to minimize the outlay of cash, which can be significant.
Revenue:
rev2.jpg
Our business is primarily based on a recurring revenue model comprised of colocation and related interconnection and managed infrastructure offerings. We consider these offerings recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract, which is generally one to five years in length, and thereafter automatically renews in one-year increments. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. In addition, during the past three years, more than 90% of our monthly recurring revenue bookings came from existing customers, contributing to our revenue growth. Our largest customer accounted for approximately 3% of our recurring revenues for the years ended December 31, 2024, 2023 and 2022. Our 50 largest customers accounted for approximately 36%, 37% and 36% of our recurring revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Our non-recurring revenues are primarily derived from fees charged from installations related to a customer's initial deployment and professional services we perform for our customers, including our joint ventures. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installations are deferred and recognized ratably over the period of the contract term. Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is generally treated as a contract modification and recognized ratably over the remaining term of the contract, if any. As a percentage of total
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revenues, we expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.
Operating Expenses:
Cost of Revenues. The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs including electricity, bandwidth access, IBX data center employees' salaries and benefits including stock-based compensation, repairs and maintenance, supplies and equipment, and security. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. Our costs of electricity may also increase as a result of the physical effects of climate change, global energy supply constraints, increased regulations driving alternative electricity generation due to environmental considerations or as a result of our election to use renewable energy sources. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows.
Sales and Marketing. Our sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-based compensation, amortization of contract costs, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization of customer relationship intangible assets.
General and Administrative. Our general and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal and other professional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and depreciation expense on back office systems.
Taxation as a REIT:
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As of December 31, 2024, our REIT structure included a majority of our data center operations in the Americas and EMEA regions, as well as the data center operations in Japan, Singapore, and Malaysia. Our data center operations in other jurisdictions are operated as TRSs. We have also included our share of the assets in xScale joint ventures, with the exception of Korea, in our REIT structure.
As a REIT, we generally are permitted to deduct from our U.S. federal taxable income the dividends we pay to our stockholders. The income represented by such dividends is not subject to U.S. federal income taxes at the entity level but is taxed in the U.S., if at all, at the stockholder level. Depending on a stockholder's citizenship and residency, the income could be taxed by other jurisdictions as well. Nevertheless, the income of our TRSs which hold our U.S. operations is subject to U.S. federal and state corporate income taxes, as applicable. Likewise, our foreign subsidiaries continue to be subject to local income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or conducted through TRSs or through qualified REIT subsidiaries ("QRSs") for U.S. income tax purposes. We are also subject to a separate U.S. federal corporate income tax on any gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset held by us or a QRS following the liquidation or other conversion of a former TRS). This built-in-gain tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. In addition, should we recognize any gain from "prohibited transactions," we will be subject to tax on this gain at a 100% rate. "Prohibited transactions," for this purpose, are defined as dispositions of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors. If we fail to remain qualified for U.S. federal income taxation as a REIT, we will be subject to U.S. federal income taxes at regular corporate income tax rates. Even if we remain qualified for U.S. federal income taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRSs' operations. In particular, while state income tax regimes often parallel the U.S. federal income tax regime for REITs, many states do not completely follow federal rules, and some may not follow them at all.
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We continue to monitor our REIT compliance in order to maintain our qualification for U.S. federal income taxation as a REIT. For this and other reasons, as necessary, we may convert some of our data center operations in other countries into the REIT structure in future periods.
On each of March 20, 2024, June 19, 2024, September 18, 2024 and December 11, 2024, we paid a quarterly cash dividend of $4.26 per share. We expect all of our 2024 quarterly distributions and other applicable distributions to equal or exceed our REIT taxable income recognized in 2024.
2024 Highlights:
•In April, we sold the Silicon Valley 12 (“SV12”) data center site in connection with the formation of a new joint venture to develop and operate an xScale data center in the Americas region (the “AMER 2 Joint Venture”). Upon closing, we contributed $26 million in exchange for a 20% partnership interest in the joint venture. See Note 5 within the Consolidated Financial Statements.
•In May, we issued $750 million aggregate principal amount of 5.500% senior notes due June 15, 2034 (the "2034 Notes"). See Note 10 within the Consolidated Financial Statements.
•In July, we entered into an agreement to acquire three data centers in the Philippines from Total Information Management ("TIM") for a stated purchase price of $180 million subject to certain adjustments. The acquisition is expected to close in the first half of 2025, subject to customary closing conditions.
•In August and September, we sold 1,212,810 shares under the 2022 ATM Program. 569,382 shares were sold on a spot basis and 643,428 were sold through the settlement of outstanding forward sale agreements, for approximately $467 million and $509 million, respectively, net of commissions and other offering expenses. See Note 11 within the Consolidated Financial Statements.
•In September, we issued €600 million, or approximately $664 million, at the exchange rate in effect on September 3, 2024, aggregate principal amount of 3.650% senior notes due September 3, 2033 (the "2033 Euro Notes") and CHF100 million, or approximately $118 million, at the exchange rate in effect on September 4, 2024, aggregate principal amount of 1.558% senior notes due September 4, 2029 (the "2029 CHF Notes"). See Note 10 within the Consolidated Financial Statements.
•In October, we entered into an agreement to form a joint venture to develop and operate xScale data centers in the Americas region (the "AMER 3 Joint Venture"), subject to regulatory approval and other closing conditions which were satisfied on October 30, 2024. See Note 5 within the Consolidated Financial Statements.
•In October, we established a program to succeed the 2022 ATM Program, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $2.0 billion of our common stock to or through sales agents in "at the market" transactions (the "2024 ATM Program"). See Note 11 within the Consolidated Financial Statements.
•In November, we issued €650 million, or approximately $706 million, at the exchange rate in effect on November 22, 2024, aggregate principal amount of 3.250% senior notes due March 15, 2031 (the "2031 Euro Notes") and €500 million, or approximately $543 million, at the exchange rate in effect on November 22, 2024, aggregate principal amount of 3.625% senior notes due November 22, 2034 (the "2034 Euro Notes"). See Note 10 within the Consolidated Financial Statements.
•In November and December, we sold 755,298 shares on a spot basis under the 2024 ATM Program for approximately $697 million, net of commissions and other offering expenses. See Note 11 within the Consolidated Financial Statements.
Results of Operations
In order to provide a framework for assessing our performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year actual change in results of operations with comparative changes on a constant currency basis. Presenting constant currency results of operations is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for further discussion.
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Years ended December 31, 2024 and 2023
Revenues. Our revenues for the years ended December 31, 2024 and 2023 were generated from the following revenue classifications and geographic regions ($ in millions):
Years Ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas:
Recurring revenues$3,647 42%$3,457 42%$190 5%6%
Non-recurring revenues215 2%160 2%55 34%35%
3,862 44%3,617 44%245 7%7%
EMEA:
Recurring revenues2,812 32%2,648 33%164 6%5%
Non-recurring revenues155 2%190 2%(35)(18)%(19)%
2,967 34%2,838 35%129 5%3%
Asia-Pacific:
Recurring revenues1,725 20%1,640 20%85 5%7%
Non-recurring revenues194 2%93 1%101 109%112%
1,919 22%1,733 21%186 11%12%
Total:
Recurring revenues8,184 94%7,745 95%439 6%6%
Non-recurring revenues564 6%443 5%121 27%28%
$8,748 100%$8,188 100%$560 7%7%
Revenues
($ in millions)
976977978
capture1.jpg
Americas Revenues. During the year ended December 31, 2024, Americas revenues increased by $245 million or 7% (7% on a constant currency basis). Growth in Americas revenues was primarily due to:
•$50 million of incremental revenues from non-recurring services provided to our joint ventures;
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•approximately $47 million of incremental revenues generated from IBX data centers which opened within the twelve months ended December 31, 2024; and
•an increase in orders from both our existing customers and new customers during the period.
EMEA Revenues. During the year ended December 31, 2024, EMEA revenues increased by $129 million or 5% (3% on a constant currency basis). Growth in EMEA revenues was primarily due to:
•approximately $36 million of incremental revenues generated from IBX data centers which opened within the twelve months ended December 31, 2024; and
•an increase in orders from both our existing customers and new customers during the period.
These increases were partially offset by a decrease of $30 million in revenues from non-recurring services provided to our joint ventures and net power price decreases in response to the decreased cost of utilities, as noted below under cost of revenues.
Asia-Pacific Revenues. During the year ended December 31, 2024, Asia-Pacific revenues increased by $186 million or 11% (12% on a constant currency basis). Growth in Asia-Pacific revenues was primarily due to:
•$111 million of incremental revenues from non-recurring services provided to our joint ventures;
•approximately $23 million of incremental revenues generated from IBX data centers which opened within the twelve months ended December 31, 2024; and
•an increase in orders from both our existing customers and new customers during the period.
These increases were partially offset by net power price decreases in response to the decreased cost of utilities, as noted below under cost of revenues.
Cost of Revenues. Our cost of revenues for the years ended December 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
Years Ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas$1,802 41%$1,617 38%$185 11%12%
EMEA1,674 37%1,653 39%21 1%1%
Asia-Pacific991 22%958 23%33 3%5%
Total$4,467 100%$4,228 100%$239 6%6%
Cost of Revenues
($ in millions; percentages indicate expenses as a percentage of revenues)
291729182919
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Americas Cost of Revenues. During the year ended December 31, 2024, Americas cost of revenues increased by $185 million or 11% (12% on a constant currency basis). The increase in our Americas cost of revenues was primarily due to:
•approximately $64 million of higher depreciation expense driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives;
•$37 million of higher costs to provide non-recurring services;
•$26 million of higher property tax expense;
•$25 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount growth;
•$24 million of higher utilities costs, driven by both increases in power costs and higher utility usage; and
•$21 million of higher rent and facilities costs.
These increases were partially offset by a decrease of $10 million in one-time software expenses related to our managed services business and other miscellaneous costs.
EMEA Cost of Revenues. During the year ended December 31, 2024, EMEA cost of revenues increased by $21 million or 1% (1% on a constant currency basis). The increase in our EMEA cost of revenues was primarily due to:
•$27 million of higher depreciation expense driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives; and
•$11 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount growth.
These increases were substantially offset by lower utilities costs, driven by decreases in power costs.
Asia-Pacific Cost of Revenues. During the year ended December 31, 2024, Asia-Pacific cost of revenues increased by $33 million or 3% (5% on a constant currency basis). The increase in our Asia-Pacific cost of revenues was primarily due to:
•$32 million of costs to provide non-recurring services; and
•$19 million of higher depreciation expense driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives.
These increase was partially offset by lower utilities costs, driven by decreases in power costs and lower utility usage in Hong Kong, Japan and Singapore.
We expect cost of revenues to increase across all three regions in line with the growth of our business, including from the impact of acquisitions.
Sales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
Years ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas$575 65%$552 64%$23 4%4%
EMEA199 22%195 23%4 2%2%
Asia-Pacific117 13%108 13%9 8%9%
Total$891 100%$855 100%$36 4%4%
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Sales and Marketing Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
538053815382
Americas Sales and Marketing Expenses. During the year ended December 31, 2024, Americas sales and marketing expenses increased by $23 million or 4% (4% on a constant currency basis). The increase in our Americas sales and marketing expenses was primarily due to:
•$7 million of higher compensation costs, including salaries, bonuses and stock-based compensation, attributable to headcount growth;
•$7 million of higher travel and entertainment expenses; and
•$6 million of higher advertising costs including for online ads, design services and marketing research.
EMEA Sales and Marketing Expenses. Our EMEA sales and marketing expenses did not materially change during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Asia-Pacific Sales and Marketing Expenses. During the year ended December 31, 2024, Asia-Pacific sales and marketing increased by $9 million or 8% (9% on a constant currency basis). The increase in our Asia-Pacific sales and marketing expenses was primarily due to an increase in compensation costs, including salaries, bonuses and stock-based compensation attributable to headcount growth and higher bad debt expense.
We anticipate that we will continue to invest in sales and marketing initiatives across our three regions in line with the growth of our business. We expect our Americas sales and marketing expenses as a percentage of revenues to be higher than those of our other regions since certain global sales and marketing functions are located within the U.S.
General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
Years Ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas$1,204 68%$1,106 67%$98 9%9%
EMEA335 19%321 19%14 4%4%
Asia-Pacific227 13%227 14%— —%—%
Total$1,766 100%$1,654 100%$112 7%7%
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General and Administrative Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
733473357336
Americas General and Administrative Expenses. During the year ended December 31, 2024, Americas general and administrative expenses increased by $98 million or 9% (9% on a constant currency basis). The increase in our Americas general and administrative expenses was primarily due to:
•$54 million of higher depreciation expense associated with back-office systems to support the growth of our business;
•$40 million of higher compensation costs, including salaries, bonuses and stock-based compensation, primarily due to headcount growth;
•$14 million of higher consulting and legal fees; and
•$11 million of higher software costs.
These increases were partially offset by an $18 million decrease in rent expense primarily due to one-time termination costs incurred during the year ended December 31, 2023 associated with the consolidation of office space.
EMEA General and Administrative Expenses. During the year ended December 31, 2024, EMEA general and administrative expenses increased by $14 million or 4% (4% on a constant currency basis). The increase in our EMEA general and administrative expenses was primarily due to higher compensation costs, including sales compensation, salaries and stock-based compensation driven by headcount growth.
Asia-Pacific General and Administrative Expenses. Our Asia-Pacific general and administrative expenses did not materially change during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Going forward, although we are carefully monitoring our spending, we expect our general and administrative expenses to increase across all three regions as we continue to invest in our operations to support our growth, including investments to enhance our technology platform, to maintain our qualification for taxation as a REIT and to integrate recent acquisitions. Additionally, given that our corporate headquarters is located in the U.S., we expect the Americas general and administrative expenses as a percentage of revenues to be higher than those of other regions.
Restructuring Charges. During the year ended December 31, 2024, we recorded restructuring charges of $31 million primarily related to severance and other employee costs. These charges were incurred in relation to two initiatives. First, we substantially completed a restructuring plan to realign the organization and enable further investment in key priority areas (the "Q4 2024 Restructuring Plan"). Second, we announced the decision to make Equinix Metal no longer commercially available as a product and to wind down operations that support this product by June 2026 (the "Equinix Metal Wind Down"). We expect to incur approximately $6 million to $10 million of incremental costs as a result of the Equinix Metal Wind Down. We did not record any restructuring charges during the year ended December 31, 2023. See Note 16 within the Consolidated Financial Statements.
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Transaction Costs. During the years ended December 31, 2024 and 2023, we recorded transaction costs of $50 million and $13 million, respectively. These transaction costs primarily related to costs incurred in connection with the formation of new joint ventures. See Note 5 within the Consolidated Financial Statements.
Impairment Charges. During the year ended December 31, 2024, we recorded impairment charges of $233 million as a result of the Equinix Metal Wind Down and current and projected future losses at a Hong Kong IBX. Impairment charges of $166 million, $38 million and $29 million were recorded on property, plant and equipment, operating lease right-of-use assets and intangible assets, respectively. See Note 17 within the Consolidated Financial Statements.
Gain or Loss on Asset Sales. During the year ended December 31, 2024, we recorded a gain of $18 million, related to the sale of the Silicon Valley 12 ("SV12") data center. During the year ended December 31, 2023, we did not record a significant amount of gain or loss on asset sales. See Note 5 within the Consolidated Financial Statements.
Income from Operations. Our income from operations for the years ended December 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
Years Ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas$105 8%$330 23%$(225)(68)%(67)%
EMEA730 55%674 47%56 8%6%
Asia-Pacific493 37%439 30%54 12%15%
Total$1,328 100%$1,443 100%$(115)(8)%(8)%
Americas Income from Operations. During the year ended December 31, 2024, Americas income from operations decreased by $225 million or 68% (67% on a constant currency basis), primarily due to impairment and restructuring charges of $127 million and $21 million, respectively, as well as higher depreciation expense, utilities costs and other costs to support business growth. These were partially offset by higher revenues as a result of non-recurring services provided to our joint ventures, IBX data center expansion activity and organic growth, as described above.
EMEA Income from Operations. During the year ended December 31, 2024, EMEA income from operations increased by $56 million or 8% (6% on a constant currency basis), primarily due to higher revenues as a result of IBX data center expansion activity and organic growth, partially offset by impairment charges of $19 million, as described above.
Asia-Pacific Income from Operations. During the year ended December 31, 2024, Asia-Pacific income from operations increased by $54 million or 12% (15% on a constant currency basis), primarily due to higher revenues as a result of non-recurring services provided to our joint ventures, IBX data center expansion activity and organic growth, as well as lower utilities costs. These were partially offset by impairment charges of $87 million, as described above.
Interest Income. Interest income increased to $137 million with an average yield of 5.89% for the year ended December 31, 2024, from $94 million with an average yield of 4.11% for the year ended December 31, 2023. The increase was primarily due to interest income earned on time deposits as well as on the AMER 2 Loan further described in Note 15 within the Consolidated Financial Statements.
Interest Expense. Interest expense increased to $457 million for the year ended December 31, 2024 from $402 million for the year ended December 31, 2023, primarily due to debt issuances during the year, including:
•the issuance of the 5.500% Senior Notes due 2034 in the second quarter of 2024;
•the issuances of the 3.650% Euro Senior Notes due 2033 and the 1.558% Swiss Franc Senior Notes due 2029 in the third quarter of 2024; and
•the issuances of the 3.250% Euro Senior Notes due 2031 and the 3.625% Euro Senior Notes due 2034 in the fourth quarter of 2024.
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This increase was further driven by an increase in the variable interest rate on our GBP term loan. During the years ended December 31, 2024 and 2023, we capitalized $36 million and $26 million, respectively, of interest expense to construction in progress. See Note 10 within the Consolidated Financial Statements.
Other Expense. For the year ended December 31, 2024, we recorded net other expense of $17 million, largely driven by our share of losses incurred on our equity method investments in our xScale joint ventures. We did not record a significant amount of net other expense during the year ended December 31, 2023.
Gain or Loss on Debt Extinguishment. During the year ended December 31, 2024, we recorded $16 million of net loss on debt extinguishment primarily due to the modification of a financing obligation on a property in the Americas region. We did not record a significant amount of loss on debt extinguishment during the year ended December 31, 2023.
Income Taxes. We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. We intend to distribute or have distributed the entire taxable income generated by the operations of our REIT and QRSs for the tax years ended December 31, 2024 and 2023, respectively. As such, other than certain state income taxes and foreign income and withholding taxes, no provision for income taxes has been included for our REIT and QRSs in the accompanying consolidated financial statements for the years ended December 31, 2024 and 2023.
We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that may not be REIT compliant.
U.S. income taxes for the TRS entities located in the U.S. and foreign income taxes for our foreign operations, regardless of whether the foreign operations are operated as QRSs or TRSs, have been accrued, as necessary, for the years ended December 31, 2024 and 2023.
For the years ended December 31, 2024 and 2023, we recorded $161 million and $155 million of income tax expenses, respectively. Our effective tax rates were 16.5% and 13.8%, respectively, for the years ended December 31, 2024 and 2023. The higher effective tax rate in 2024 as compared to 2023 is primarily driven by the increasing losses in certain entities in the Americas and Asia-Pacific regions, of which full valuation allowances against the deferred tax assets were assessed.
During the year ended December 31, 2024, we had a favorable resolution of uncertain tax positions of approximately $8 million resulting from the settlement of tax audits in the EMEA region. In 2023, we had a favorable resolution of uncertain tax positions of approximately $14 million resulting from the settlement of tax audits in the EMEA region.
Adjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategies such as IBX data center expansion decisions. We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs, and gain or loss on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to net income. Our adjusted EBITDA for the years ended December 31, 2024 and 2023 by geographic regions was as follows ($ in millions):
Years Ended December 31,$ Change% Change
2024%2023%ActualActualConstant Currency
Americas$1,709 41 %$1,614 44 %$95 6 %7 %
EMEA1,378 34 %1,251 34 %127 10 %9 %
Asia-Pacific1,010 25 %837 22 %173 21 %22 %
Total$4,097 100%$3,702 100%$395 11 %11 %
Americas Adjusted EBITDA. During the year ended December 31, 2024, Americas adjusted EBITDA increased by $95 million or 6% (7% on a constant currency basis), primarily due to higher revenues as a result of non-recurring services provided to our joint ventures, IBX data center expansion activity and organic growth, as described above.
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EMEA Adjusted EBITDA. During the year ended December 31, 2024, EMEA adjusted EBITDA increased by $127 million or 10% (9% on a constant currency basis), primarily due to higher revenues as a result of IBX data center expansion activity and organic growth, and lower utilities costs, as described above.
Asia-Pacific Adjusted EBITDA. During the year ended December 31, 2024, Asia-Pacific adjusted EBITDA increased by $173 million or 21% (22% on a constant currency basis), primarily due to higher revenues as a result of non-recurring services provided to our joint ventures, IBX data center expansion activity and organic growth, and lower utilities costs, as described above.
Non-GAAP Financial Measures
We provide all information required in accordance with GAAP, but we believe that evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to evaluate our operations.
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. We have presented such non-GAAP financial measures to provide investors with an additional tool to evaluate our results of operations in a manner that focuses on what management believes to be our core, ongoing business operations. We believe that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides a better understanding of the overall performance of the business and ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze us effectively.
Investors should note that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us to similarly titled non-GAAP financial measures of other companies.
Our primary non-GAAP financial measures, adjusted EBITDA and adjusted funds from operations ("AFFO"), exclude depreciation expense as these charges primarily relate to the initial construction costs of our IBX data centers and do not reflect our current or future cash spending levels to support our business. Our IBX data centers are long-lived assets and have an economic life greater than 10 years. The construction costs of an IBX data center do not recur with respect to such data center, and future capital expenditures remain minor relative to our initial investment throughout its useful life. Construction costs in future periods are primarily incurred with respect to additional IBX data centers. This is a trend we expect to continue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance of the asset, are based on historical costs incurred to build out our IBX data centers and are not indicative of current or expected future capital expenditures. Therefore, we exclude depreciation from our results of operations when evaluating our operations.
In addition, in presenting adjusted EBITDA and AFFO, we exclude amortization expense related to acquired intangible assets. Amortization expense is significantly affected by the timing and magnitude of our acquisitions and these charges may vary in amount from period to period. We exclude amortization expense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. We exclude accretion expense, both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not meaningful in evaluating our current operations. We also exclude restructuring charges. Such charges include employee severance, facility closure costs, lease or other contract termination costs and advisory fees related to the realignment of our management structure, operations or products. We also exclude impairment charges related to goodwill or long-lived assets. We also exclude gain or loss on asset sales as it represents profit or loss that is not meaningful in evaluating the current or future operating performance. Additionally, we exclude transaction costs from AFFO and adjusted EBITDA to enhance the comparability of our financial results to our historical operations. The transaction costs relate to costs we incur in connection with business combinations and the formation of joint ventures, including advisory, legal, accounting, valuation, and other professional or consulting fees. Such charges generally are not relevant to assessing our long-term performance. In addition, the frequency and amount of such charges vary significantly based on the size and timing of the transactions. Management believes items such as restructuring charges,
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impairment charges, gain or loss on asset sales and transaction costs are non-core transactions; however, these types of costs may occur in future periods. Finally, we exclude stock-based compensation expense, as it can vary significantly from period to period based on share price, and the timing, size and nature of equity awards. As such, we, and many investors and analysts, exclude stock-based compensation expense to compare our results of operations with those of other companies.
Adjusted EBITDA
We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs, and gain or loss on asset sales as presented below (in millions):
Years Ended December 31,
202420232022
Net income$814 $969 $705 
Income tax expense161 155 124 
Interest income(137)(94)(36)
Interest expense457 402 356 
Other expense17 11 51 
Loss on debt extinguishment 16 — — 
Depreciation, amortization, and accretion expense2,011 1,844 1,740 
Stock-based compensation expense462 407 404 
Restructuring charges31 — — 
Impairment charges233 — — 
Transaction costs50 13 22 
(Gain) loss on asset sales(18)(5)4 
Adjusted EBITDA$4,097 $3,702 $3,370 
Our adjusted EBITDA results have increased each year in total dollars due to the factors discussed earlier in "Results of Operations", as well as due to the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that is fixed in nature, as also discussed in "Overview".
Funds from Operations ("FFO") and AFFO
We use FFO and AFFO, which are non-GAAP financial measures commonly used in the REIT industry. FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. FFO represents net income (loss), excluding gain (loss) from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures' and non-controlling interests' share of these items.
In presenting AFFO, we exclude certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, stock-based charitable contributions, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain (loss) on debt extinguishment, an income tax expense adjustment, recurring capital expenditures, net income (loss) from discontinued operations, net of tax, and adjustments from FFO to AFFO for unconsolidated joint ventures' and non-controlling interests' share of these items. The adjustments for installation revenue, straight-line rent expense and contract costs are intended to isolate the cash activity included within the straight-lined or amortized results in the consolidated statement of operations. We exclude the amortization of deferred financing costs and debt discounts and premiums as these expenses relate to the initial costs incurred in connection with debt financings that have no current or future cash obligations. We exclude gain (loss) on debt extinguishment since it generally represents the write-off of initial costs incurred in connection with debt financings or a cost that is incurred to reduce future interest costs and is not a good indicator of our current or future operating performance. We include an income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances, uncertain tax
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positions and deferred taxes that do not relate to current period's operations. We deduct recurring capital expenditures, which represent expenditures to extend the useful life of IBX data centers or other assets that are required to support current revenues. We also exclude net income (loss) from discontinued operations, net of tax, which represents results that may not recur and are not a good indicator of our current or future operating performance.
Our FFO and AFFO were as follows (in millions):
Years Ended December 31,
202420232022
Net income$814 $969 $705 
Net loss attributable to non-controlling interests1 — — 
Net income attributable to common stockholders815 969 705 
Adjustments:
Real estate depreciation1,239 1,143 1,105 
(Gain) loss on disposition of real estate property(20)1 7 
Adjustments for FFO from unconsolidated joint ventures27 17 10 
FFO attributable to common stockholders$2,061 $2,130 $1,827 
Years Ended December 31,
202420232022
FFO attributable to common stockholders$2,061 $2,130 $1,827 
Adjustments:
Installation revenue adjustment(4)4 18 
Straight-line rent expense adjustment(3)12 16 
Contract cost adjustment(27)(47)(53)
Amortization of deferred financing costs and debt discounts20 19 18 
Stock-based compensation expense462 407 404 
Stock-based charitable contributions3 3 49 
Non-real estate depreciation expense562 494 427 
Amortization expense208 208 205 
Accretion expense adjustment2 (1)3 
Recurring capital expenditures(250)(219)(189)
Loss on debt extinguishment 16 — — 
Restructuring charges31 — — 
Transaction costs50 13 22 
Impairment charges233 2 1 
Income tax expense adjustment (2)(12)(31)
Adjustments for AFFO from unconsolidated joint ventures(6)6 (3)
AFFO attributable to common stockholders$3,356 $3,019 $2,714 

Our AFFO results have improved due to the factors discussed earlier in "Results of Operations," as well as due to the nature of our business model which consists of a recurring revenue stream and a cost structure which has a large base that is fixed in nature as discussed earlier in "Overview."
Constant Currency Presentation
Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenues and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies. During the year ended December 31, 2024 as compared to the same period in 2023, the
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U.S. dollar was stronger relative to the Japanese yen, which resulted in an unfavorable foreign currency impact on revenue and operating income, and a favorable foreign currency impact on operating expenses. During the year ended December 31, 2024 as compared to the same period in 2023, the U.S. dollar was weaker relative to the British Pound, which resulted in a favorable foreign currency impact on revenue and operating income, and an unfavorable foreign currency impact on operating expenses. In order to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historical amounts as reported. Our constant currency presentation excludes the impact of our foreign currency cash flow hedging activities. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our results of operations. To present this information, our current period revenues and certain operating expenses denominated in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the year ended December 31, 2023 are used as exchange rates for the year ended December 31, 2024 when comparing the year ended December 31, 2024 with the year ended December 31, 2023).
Liquidity and Capital Resources
Sources and Uses of Cash
Customer collections are our primary source of cash. We believe we have a strong customer base, and have continued to experience relatively strong collections. As of December 31, 2024, our principle sources of liquidity were $3.6 billion of cash, cash equivalents and short-term investments. In addition to our cash balance, we had $3.9 billion of additional liquidity available to us from our $4.0 billion revolving facility and general access to both public and private debt and the equity capital markets. We also have additional liquidity available to us from our 2024 ATM program, under which we may offer and sell from time to time our common stock in "at the market" transactions on either a spot or forward basis. As of December 31, 2024, we had approximately $1.3 billion available for sale remaining under the 2024 ATM Program.
We believe we have sufficient cash, coupled with anticipated cash generated from operating activities and external financing sources, to meet our operating requirements, including repayment of the current portion of our debt as it becomes due, distribution of dividends, completion of our publicly-announced acquisitions, ordinary costs to operate the business, and expansion projects.
As we continue to grow, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions and joint ventures. If the opportunity to expand is greater than planned we may further increase the level of capital expenditure to support this growth as well as pursue additional business and real estate acquisitions or joint ventures, provided that we have or can access sufficient funding to pursue such expansion opportunities. We may elect to access the equity or debt markets from time to time opportunistically, particularly if financing is available on attractive terms. We will continue to evaluate our operating requirements and financial resources in light of future developments.
Cash Flow
Years Ended December 31,
20242023Change
(in millions)
Net cash provided by operating activities$3,249 $3,217 $32 
Net cash used in investing activities(3,937)(3,224)(713)
Net cash provided by financing activities1,723 211 1,512 
Operating Activities
Our cash provided by our operations is generated by colocation, interconnection, managed infrastructure and other revenues. Our primary uses of cash from our operating activities include compensation and related costs, interest payments, other general corporate expenditures and taxes. Net cash provided by operating activities
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increased by $32 million during the year ended December 31, 2024 as compared to December 31, 2023, primarily driven by improved results of operations partially offset by increases in cash paid for costs and operating expenses.
Investing Activities
Net cash used in investing activities increased by $713 million during the year ended December 31, 2024 as compared to December 31, 2023, primarily due to:
•$520 million in purchases of short-term investments;
•$285 million increase in capital expenditures; and
•$261 million investment in a loan receivable.
This increase was partially offset by $170 million in proceeds from the sale of assets to our joint ventures.
Financing Activities
Net cash provided by financing activities increased by $1.5 billion for the year ended December 31, 2024 as compared to December 31, 2023, primarily driven by:
•$1.9 billion increase in proceeds from senior notes; and
•$939 million increase in proceeds from the 2022 and 2024 ATM Programs.
The increase was partially offset by $1.0 billion in repayment of senior notes and an increase of $268 million in dividend distributions.
Material Cash Commitments
As of December 31, 2024, our principal commitments were primarily comprised of:
•approximately $14.7 billion of principal from our senior notes (gross of debt issuance costs and debt discounts);
•approximately $3.5 billion of interest on mortgage payable, other loans payable, senior notes and term loans, based on their respective interest rates and recognized over the life of these instruments, and the credit facility fee for the revolving credit facility;
•$649 million of principal from our term loans, mortgage payable and other loans payable (gross of debt issuance costs and debt discounts);
•approximately $5.3 billion of total lease payments, which represents lease payments under finance and operating lease arrangements, including renewal options that are reasonably certain to be exercised;
•approximately $2.9 billion of unaccrued capital expenditure contractual commitments, primarily for IBX equipment not yet delivered and labor not yet provided in connection with the work necessary to complete construction and open IBX data center expansion projects prior to making them available to customers for installation, the majority of which is payable within the next 12 months; and
•approximately $2.1 billion of other non-capital purchase commitments, such as commitments to purchase power in select locations and other open purchase orders, which contractually bind us for goods, services or arrangements to be delivered or provided during 2025 and beyond, the majority of which is payable within the next two years.
We believe that our sources of liquidity, including our expected future operating cash flows, are sized to adequately meet both the near and long-term material cash commitments for the foreseeable future. For further information on maturities of lease liabilities and debt instruments, see Notes 9 and 10, respectively, within the Consolidated Financial Statements.
Other Contractual Obligations
We have additional future equity contributions and loan commitments to our joint ventures. For additional information, see the "Equity Method Investments" in Note 5 within the Consolidated Financial Statements.
Additionally, we entered into lease agreements with various landlords primarily for data center spaces and ground leases which have not yet commenced as of December 31, 2024. For additional information, see “Maturities of Lease Liabilities” in Note 9 within the Consolidated Financial Statements.
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Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1 to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Management believes that application of the following accounting policies involves a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated financial statements:
•    Accounting for income taxes;
•    Accounting for business combinations;
•    Accounting for impairment of goodwill and other intangible assets;
•    Accounting for property, plant and equipment; and
•    Accounting for leases.
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Description
Judgments and Uncertainties		Effect if Actual Results Differ from Assumptions
Accounting for Income Taxes.
Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax bases, as well as tax attributes such as net operating loss, capital loss and tax credit carryforwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or settled, and the tax attributes to be utilized.
The accounting standard for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined by the accounting standard as a likelihood of more than 50%) that such assets will not be realized.
A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority's widely understood administrative practices and precedents. We recognize interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidated statements of operations.

The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. Our accounting for deferred tax consequences represents our best estimate of those future tax consequences.
In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If, based on the weight of that available evidence, it is more likely than not the deferred tax assets will not be realizable, we record a valuation allowance. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified.
This assessment, which is completed on a taxing jurisdiction basis, takes into account a number of types of evidence, including the following: 1) the nature, frequency and severity of current and cumulative financial reporting losses, 2) sources of future taxable income, 3) taxable income in carryback years permitted by the tax law, and 4) tax planning strategies.
In assessing the tax benefit from an uncertain income tax position, the tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that is greater than a 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.
For purposes of the quarterly REIT asset tests, we estimate the fair market value of assets within our QRSs and TRSs using a discounted cash flow approach, by calculating the present value of forecasted future cash flows. We apply discount rates based on industry benchmarks relative to the market and forecasting risks. Other significant assumptions used to estimate the fair market value of assets in QRSs and TRSs include projected revenue growth, projected operating margins and projected capital expenditure.


As of December 31, 2024 and 2023, we had net total deferred tax liabilities of $291 million and $332 million, respectively. As of December 31, 2024 and 2023, we had a total valuation allowance of $277 million and $221 million, respectively. If and when we increase or reduce our valuation allowances, it may have an unfavorable or favorable impact, respectively, to our financial position and results of operations in the periods when such determinations are made. We will continue to assess the need for our valuation allowances, by jurisdiction, in the future.

During the year ended December 31, 2024, we established full valuation allowances against certain deferred tax assets in the AMER region as part of our assessment of the realization of such deferred tax assets. We do not expect these deferred tax assets to be realizable in the foreseeable future.

During the year ended December 31, 2023, we established full valuation allowances against certain deferred tax assets in the EMEA region as part of the purchase accounting determination for the assets we acquired during the year. We do not expect these deferred tax assets to be realizable in the foreseeable future.
As of December 31, 2024 and 2023, we had unrecognized tax benefits of $57 million and $70 million, respectively, exclusive of interest and penalties. During the years ended December 31, 2024 and 2023, the unrecognized tax benefit decreased by $13 million and $19 million, respectively, primarily due to the settlements of tax audits and lapse of statute of limitations in the EMEA region. The unrecognized tax benefits of $57 million as of December 31, 2024, if subsequently recognized, will affect our effective tax rate favorably at the time when such a benefit is recognized.
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Description
Judgments and Uncertainties		Effect if Actual Results Differ from Assumptions
Accounting for Business Combinations

In accordance with the accounting standard for business combinations, we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed, if any, is recorded as goodwill.
We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in determining the fair value of identifiable intangible assets such as customer contracts, leases and any other significant assets or liabilities and contingent consideration, as well as the estimated useful life of intangible assets. We adjust the preliminary purchase price allocation, as necessary, up to one year after the acquisition closing date if we obtain more information regarding asset valuations and liabilities assumed.



Our purchase price allocation methodology contains uncertainties because it requires assumptions and judgments to estimate the fair value of assets acquired and liabilities assumed at the acquisition date. Key judgments used to estimate the fair value of intangible assets include projected revenue growth and operating margins, discount rates, customer attrition rates, as well as the estimated useful life of intangible assets. We estimate the fair value of assets and liabilities based on quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Our estimates are inherently uncertain and subject to refinement. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.


During the last three years, we have completed a number of business combinations, including the acquisition of Entel Peru data centers in the third quarter of 2022 and MainOne in West Africa and Entel Chile data centers in the second quarter of 2022. The purchase price allocations for these acquisitions were finalized during the year ended December 31, 2023.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we used to complete the purchase price allocations and the fair value of assets acquired and liabilities assumed. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material, which would be recorded in our consolidated statements of operations in future periods.
Accounting for Impairment of Goodwill and Other Intangible Assets

In accordance with the accounting standard for goodwill and other intangible assets, we perform goodwill and indefinite-lived intangible assets impairment reviews annually, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
We complete an annual goodwill impairment assessment for the Americas, EMEA and Asia-Pacific reporting units to determine if the fair values of the reporting units exceeded their carrying values.
We do not have any significant indefinite-lived intangible assets for which an impairment assessment would have a material impact on our financial statements.
Finite-lived intangible assets are assessed for impairment at the asset group level along with property, plant and equipment as discussed below.



To perform our annual goodwill impairment assessment, we elected to bypass the optional analysis of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. We performed the quantitative goodwill impairment test using a discounted cash flow method as an income approach, and a market approach. Performing a quantitative goodwill impairment test includes the determination of the fair value of the reporting unit and requires significant estimates and assumptions. These estimates and assumptions include, among others, forecasted operating results, risk-adjusted discount rates, the determination of appropriate market comparables, future economic conditions and other market data. We periodically review our assessment of our reporting units to determine if changes in facts and circumstances warrant changes to our conclusions. There were no specific factors present in 2024 or 2023 that indicated a potential goodwill impairment.




As of December 31, 2024, goodwill attributable to the Americas, EMEA and Asia-Pacific reporting units was $2.6 billion, $2.3 billion and $596 million, respectively.
Future events, changing market conditions and any changes in key assumptions may result in an impairment charge. While we have not recorded an impairment charge against our goodwill to date, the development of adverse business conditions in our Americas, EMEA or Asia-Pacific reporting units, such as higher than anticipated customer churn or significantly increased operating costs could result in an impairment charge in future periods.
The balance of our other intangible assets, net, for years ended December 31, 2024 and 2023 was $1.4 billion and $1.7 billion, respectively. We recorded $29 million impairment charges on finite-lived intangible assets during the year ended December 31, 2024.
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Description
Judgments and Uncertainties		Effect if Actual Results Differ from Assumptions
Accounting for Property, Plant and Equipment

We have a substantial amount of property, plant and equipment recorded on our consolidated balance sheet. The majority of our property, plant and equipment represent the costs incurred to build out or acquire our IBX data centers. Our IBX data centers are long-lived assets. We depreciate our property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets (subject to the term of the lease in the case of leased assets or leasehold improvements and integral equipment located in leased properties).
Accounting for property, plant and equipment includes determining the appropriate period over which to depreciate such assets and assessing such assets for potential impairment. We assess our property, plant and equipment for potential impairment together with finite lived-intangible assets and lease right-of-use ("ROU") assets at the asset group level.



Judgments are required in arriving at the estimated useful life of an asset and changes to these estimates could have a significant impact on our financial position and results of operations. We periodically review the estimated useful lives of certain of our property, plant and equipment and changes in these estimates in the future are possible.
We review our asset groups on an ongoing basis to identify any events or changes in circumstances indicating that the carrying amount of an asset group may not be recoverable, such as a significant decrease in market price of an asset group, a significant adverse change in the extent or manner in which an asset group is being used, a significant adverse change in legal factors or business climate that could affect the value of an asset group or a continuous deterioration of our financial condition. This assessment requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data. If a potential impairment trigger is identified, the measurement of an impairment loss requires assumptions and estimates of undiscounted and discounted future cash flows, and assumptions about the market price of assets. These assumptions and estimates require significant judgment and are inherently uncertain.


As of December 31, 2024 and 2023, we had property, plant and equipment of $19.2 billion and $18.6 billion, respectively. During the years ended December 31, 2024, 2023 and 2022, we recorded depreciation expense of $1.8 billion, $1.6 billion, and $1.5 billion, respectively. We evaluated the estimated useful lives of our property, plant and equipment, and made certain revisions to these estimates during the year ended December 31, 2024. We did not revise these estimates during the years ended December 31, 2023 and 2022. Further changes in our estimated useful lives of our property, plant and equipment could have a significant impact on our results of operations. We recorded $166 million impairment charges on property, plant and equipment during the year ended December 31, 2024.
Accounting for Leases

A significant portion of our data center spaces, office spaces and equipment are leased. Each time we enter into a new lease or lease amendments, we analyze each lease or lease amendment for the proper accounting, including assessing if it should be classified as an operating or finance lease.
ROU assets are also assessed for impairment at the asset group level along with property, plant and equipment as discussed above.


Determination of the accounting treatment, including the result of the lease classification test for each new lease, lease amendment, or lease term reassessment is dependent on a variety of judgments, such as identification of lease and non-lease components, allocation of total consideration between lease and non-lease components, determination of lease term, including assessing the likelihood of lease renewals, valuation of leased property, and establishing the incremental borrowing rate to calculate the present value of the minimum lease payment for the lease test. The judgments used in the accounting for leases are inherently subjective; different assumptions or estimates could result in different accounting treatment for a lease.


Lease assumptions and estimates are determined and applied at the inception of the leases or at the lease modification or reassessment date. As of both December 31, 2024 and 2023, the total operating lease ROU assets were $1.4 billion and operating lease liabilities were $1.5 billion, respectively. As of both December 31, 2024 and 2023, finance lease ROU assets were $2.2 billion and finance lease liabilities were $2.3 billion, respectively. For the years ended December 31, 2024, 2023 and 2022, we recorded finance lease costs of $294 million, $280 million and $273 million, respectively, and recorded rent expense of approximately $229 million, $243 million and $214 million, respectively.
We recorded $38 million impairment charges on operating lease ROU assets during the year ended December 31, 2024.
Recent Accounting Pronouncements
See "Recent Accounting Pronouncements" in Note 1 within the Consolidated Financial Statements.
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ITEM 7A.    Quantitative and Qualitative Disclosures about Market Risk
Market Risk
The following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We may be exposed to market risks related to changes in interest rates and foreign currency exchange rates and fluctuations in the prices of certain commodities, primarily electricity.
We employ foreign currency forward and option contracts, cross-currency interest rate swaps and interest rate locks for the purpose of hedging certain specifically identified exposures. The use of these financial instruments is intended to mitigate some of the risks associated with fluctuations in currency exchange and interest rates, but does not eliminate such risks. We do not use financial instruments for trading or speculative purposes.
Investment Portfolio Risk
We maintain an investment portfolio of various holdings, types, and maturities that is prioritized on meeting REIT asset requirements. We consider various factors in determining whether we should recognize an impairment charge for our securities, including the length of time and extent to which the fair value has been less than our cost basis and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery. We anticipate that we will recover the entire cost basis of these securities and have determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the year ended December 31, 2024.
As of December 31, 2024, our investment portfolio of cash equivalents consisted of money market funds and time deposits. The amount in our investment portfolio that could be susceptible to market risk totaled $2.5 billion.
Interest Rate Risk
We are exposed to interest rate risk related to our outstanding debt. An immediate increase or decrease in current interest rates from their position as of December 31, 2024 would not have a material impact on our interest expense due to the fixed coupon rate on the majority of our debt obligations. However, the interest expense associated with our senior credit facility and term loans that bear interest at variable rates could be affected. For every 100-basis point increase or decrease in interest rates, our annual interest expense could increase by approximately $6 million or decrease by approximately $6 million based on the total balance of our term loan borrowings as of December 31, 2024.
We periodically enter into interest rate locks to hedge the interest rate exposure created by anticipated fixed-rate debt issuances, which are designated as cash flow hedges. When interest rate locks are settled, any accumulated gain or loss included as a component of other comprehensive income (loss) will be amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks.
The fair values of our long-term fixed interest rate debt and our loan receivable are subject to interest rate risk. Generally, the fair value of these instruments will increase as interest rates fall and decrease as interest rates rise. Interest rate changes may affect the fair value of these instruments but do not impact our earnings or cash flows. The fair value of our mortgage and loans payable as well as our Japanese Yen Senior Notes, which are not traded in the market, are estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and the terms of the debt. The fair values of our other senior notes, which are traded in the market, are based on quoted market prices. The fair value of our loan receivable is estimated by discounting the contractual cash flows of the loan using indicative pricing from third parties for similar instruments. The following table represents the carrying value and estimated fair value of these financial instruments as of December 31 (in millions):
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20242023
Carrying
Value (1)
Fair Value
Carrying
 Value (1)
Fair Value
Mortgage and loans payable$649 $654 $672 $684 
Senior notes14,685 13,342 13,168 11,740 
Loan receivable261 280 — — 
(1)The carrying value is gross of debt issuance cost and debt discount.
Foreign Currency Risk
To help manage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash flow hedging program to hedge the forecasted revenues and expenses in our EMEA region as well as our debt denominated in foreign currencies, (ii) a balance sheet hedging program to hedge the re-measurement of monetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging program to hedge the long-term investments in our foreign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency exchange rate movements and their impact on the consolidated statements of operations.
We have entered into various foreign currency debt obligations. As of December 31, 2024, the total principal amount of foreign currency debt obligations was $4.5 billion, including $3.0 billion denominated in Euro and $626 million denominated in British Pound, $491 million denominated in Japanese Yen, $441 million denominated in Swiss Franc and $21 million denominated in Canadian Dollar. Fluctuations in the exchange rates between these foreign currencies and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency debt obligations at maturity. If the U.S. Dollar would have been weaker or stronger by 10% in comparison to these foreign currencies as of December 31, 2024, we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by approximately $371 million and $304 million, respectively. As of December 31, 2024, we have designated $1.0 billion of the total principal amount of foreign currency debt obligations as net investment hedges against our net investments in foreign subsidiaries. Changes in the fair value of hedging instruments designated as net investment hedges are recorded as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets.
We are also party to cross-currency interest rate swaps. As of December 31, 2024, the total notional amount of cross-currency interest rate swap contracts was $4.4 billion. We have designated $2.0 billion of the total notional amount of cross-currency swaps as net investment hedges against our investment in foreign subsidiaries and $1.0 billion as cash flow hedges against a portion of our foreign currency denominated debt and our U.S. dollar-denominated fixed-rate debt issued by our foreign subsidiaries. The remaining $1.4 billion of cross-currency interest rate swaps were not designated as hedging instruments. As of December 31, 2023, the total notional amount of cross-currency interest rate swap contracts was $4.5 billion. We have designated $3.1 billion of the total notional amount of cross-currency swaps as net investment hedges against our investment in foreign subsidiaries and $280 million as cash flow hedges against a portion of our foreign currency denominated debt. The remaining $1.1 billion of cross-currency interest rate swaps were not designated as hedging instruments. If the U.S. Dollar weakened or strengthened by 10% in comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $261 million and $216 million, respectively.
The U.S. Dollar strengthened relative to certain of the currencies of the foreign countries in which we operate during the year ended December 31, 2024. This has impacted our consolidated financial position and results of operations during this period, including the amount of revenues that we reported. Continued strengthening or weakening of the U.S. Dollar will continue to impact us in future periods.
With the existing cash flow hedges in place, a hypothetical additional 10% strengthening of the U.S. Dollar during the year ended December 31, 2024 would have resulted in a reduction of our revenues and a reduction of our operating expenses including depreciation and amortization expense by approximately $282 million and $261 million, respectively.
With the existing cash flow hedges in place, a hypothetical additional 10% weakening of the U.S. Dollar during the year ended December 31, 2024 would have resulted in an increase of our revenues and an increase of our operating expenses including depreciation and amortization expenses by approximately $344 million and $331 million, respectively.
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Commodity Price Risk
Certain operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying commodity prices. The commodities most likely to have an impact on our results of operations in the event of price changes are electricity, supplies and equipment used in our IBX data centers. We closely monitor the cost of electricity at all of our locations. We have entered into various power contracts to purchase power at fixed prices in certain locations in Australia, Brazil, Bulgaria, Canada, Chile, Finland, France, Germany, India, Ireland, Italy, Japan, the Netherlands, Peru, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the U.S.
In addition, as we are building new, or expanding existing, IBX data centers, we are subject to commodity price risk for building materials related to the construction of these IBX data centers, such as steel and copper. In addition, the lead-time to procure certain pieces of equipment, such as generators, is substantial. Any delays in procuring the necessary pieces of equipment for the construction of our IBX data centers could delay the anticipated openings of these new IBX data centers and, as a result, increase the cost of these projects.
We do not currently employ forward contracts or other financial instruments to address commodity price risk other than the power contracts discussed above.
ITEM 8.    Financial Statements and Supplementary Data
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a)(1) and begin at page F-1 of this Annual Report on Form 10-K.
ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There is no disclosure to report pursuant to Item 9.
ITEM 9A.    Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein on page F-1 of this Annual Report on Form 10-K.
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Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
In the second quarter of 2024, as part of our multi-year project to move the backbone of our finance systems to the Cloud, we completed deployment of certain modules in our new cloud enterprise resource planning (“ERP”) system to support financial close and reporting. As a result of the ERP system implementation, in the second quarter of 2024 certain internal controls over financial reporting have been automated, modified, or implemented to address the new control environment and processes associated with the ERP system.
There have been no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the twelve months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.    Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2024, each of the following directors and/or officers adopted or terminated a “Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. All trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.
Name and TitleDateActionStart DateEnd DateTotal Shares to be Sold
Scott Crenshaw, EVP and GM, Digital Services
11/7/2024Termination1/16/20259/30/2025
See footnote (1)
Simon Miller, Chief Accounting Officer
11/15/2024Adoption3/1/20254/30/2025
See footnote (2)
(1)Mr. Crenshaw’s original adoption date was on May 31, 2024.
(2)Mr. Miller’s plan includes any shares to be granted under the 2024 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
ITEM 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
ITEM 10.    Directors, Executive Officers and Corporate Governance
We have adopted a Code of Ethics applicable for the Chief Executive Officer and Senior Financial Officers and a Code of Business Conduct, which are both "Code(s) of Ethics for Senior Financial Officers" as defined by applicable rules of the SEC. This information is incorporated by reference to the Equinix Proxy Statement for the 2025 Annual Meeting of Stockholders and is also available on our website, www.equinix.com.

Our Board of Directors has adopted an insider trading policy (the “Equinix Securities Trading Policy”). The Equinix Securities Trading Policy governs transactions, including the purchase, sale, and/or other dispositions of Equinix securities by directors, officers, employees and consultants of Equinix, Inc. The Equinix Securities Trading Policy is designed to promote compliance with applicable insider trading laws, rules and regulations and any listing standards applicable to the company including the Nasdaq stock exchange. It is Equinix's policy to comply with applicable securities and state laws when engaging in transactions in Equinix's securities. A copy of the Equinix Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The other information required by this Item 10 is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A.

ITEM 11.    Executive Compensation
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A.
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item is incorporated by reference to the Equinix Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A.
ITEM 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A.
ITEM 14.    Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024 pursuant to Regulation 14A.
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PART IV
ITEM 15.    Exhibits and Financial Statement Schedules
(a)(1) Financial Statements:
F-1
F-3
F-4
F-5
F-6
F-8
F-9
(a)(2) Financial statements and schedule:
F-61
(a)(3) Exhibits:    
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFiling Date/
Period End Date		ExhibitFiled
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-Q
8/8/2018
2.7
10-K/A
12/31/2002
3.1
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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
3/13/2023
3.1
4.1
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
8-K
12/5/2017
4.1
8-K
11/18/2019
4.2
4.4Form of 2.625% Senior Note due 2024 (See Exhibit 4.3)
8-K
11/18/2019
4.4
4.6Form of 2.900% Senior Note due 2026 (See Exhibit 4.5)
8-K
11/18/2019
4.6
4.8Form of 3.200% Senior Note due 2029 (See Exhibit 4.7)
8-K
6/22/2020
8-K
6/22/2020
4.2
4.10Form of 1.250% Senior Note due 2025 (See Exhibit 4.9)
8-K
6/22/2020
4.4
4.12Form of 1.800% Senior Note due 2027 (See Exhibit 4.11)
8-K
6/22/2020
4.6
4.14Form of 2.150% Senior Note due 2030 (see Exhibit 4.13)
8-K
6/22/2020
4.8
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4.16Form of 3.000% Senior Note due 2050 (See Exhibit 4.15)
8-K10/7/20204.2
4.18
Form of 1.000% Senior Note due 2025 (included in Exhibit 4.17)
8-K10/7/20204.4
4.20Form of 1.550% Senior Note due 2028 (included in Exhibit 4.19)
8-K10/7/20204.6
4.22Form of 2.950% Senior Note due 2051 (included in Exhibit 4.21)
8-K3/11/20214.2
4.24Form of 0.250% Senior Note due 2027 (included in Exhibit 4.23)
8-K3/11/20214.4
4.26Form of 1.000% Senior Note due 2033 (included in Exhibit 4.25)
8-K5/17/20214.2
4.28
Form of 1.450% Senior Note due 2026 (included in Exhibit 4.27)
8-K5/17/20214.4
4.30
Form of 2.000% Senior Note due 2028 (included in Exhibit 4.29)
8-K5/17/20214.6
4.32
Form of 2.500% Senior Note due 2031 (included in Exhibit 4.31)
8-K5/17/20214.8
4.34
Form of 3.400% Senior Note due 2052 (included in Exhibit 4.33)
8-K4/5/20224.2
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4.36
Form of 3.900% Senior Notes due 2032 (included in Exhibit 4.35)
10-Q3/31/20234.39
10-Q9/30/20234.40
POSASR3/18/20244.40
8-K5/30/20244.20
4.41Form of 5.500% Senior Note due 2034 (included in Exhibit 4.40)
10-Q
9/30/2024
4.42
8-K9/3/20244.2
4.44Form of 3.650% Senior Note due 2033 (included in Exhibit 4.43)8-K9/3/20244.3
8-K11/22/20244.2
4.46Form of 3.250% Senior Note due 2031 (included in Exhibit 4.45)8-K11/22/20244.3
8-K11/22/20244.4
4.48Form of 3.625% Senior Note due 2034 (included in Exhibit 4.47)8-K11/22/20244.5
10-K
12/31/2014
4.13
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X
10-Q
9/30/2014
10.67
10-K12/31/202110.22
S-4 (File No. 333-93749)
12/29/1999
10.5
10-K
12/31/2021
10.2

DEF14A
4/27/2020
Appendix A
DEF 14A
4/12/2024Appendix B
10-Q
3/31/202210.11
10-Q
3/31/202210.12
10-Q
3/31/202210.13
10-Q3/31/202310.15
10-Q3/31/202310.16
10-Q3/31/202310.17
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10-K2/22/201910.37
10-Q
9/30/201910.25
10-Q
9/30/2019
10.26
10-Q
9/30/2019
10.31
10-K
12/31/2022
10.24
10-Q9/30/202210.39
8-K3/7/202410.1
8-K3/7/202410.2
8-K3/7/202410.3
10-Q3/31/202410.34
10-Q3/31/202410.35
10-Q3/31/202410.36
10-Q6/30/202410.33
10-Q6/30/202410.34
10-Q6/30/202410.35
10-Q3/31/202410.40
10-Q3/31/202410.41
10-Q3/31/202410.42
10-Q3/31/202410.43
10-Q3/31/202410.44
10-Q3/31/202410.45
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10-Q3/31/202410.46
10-Q3/31/202410.47
10-Q9/30/202410.36
10-Q9/30/202410.37
10-Q9/30/202410.38
X
X
X
X
X
X
X
X
10-K12/31/202397.1
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
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X
** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
(b)Exhibits.
See (a) (3) above.
(c)Financial Statement Schedule.
See (a) (2) above.
ITEM 16.    Form 10-K Summary
Not applicable.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
EQUINIX, INC.
(Registrant)
February 12, 2025By/s/ ADAIRE FOX-MARTIN
Adaire Fox-Martin
Chief Executive Officer and President
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adaire Fox-Martin or Keith D. Taylor, or either of them, each with the power of substitution, their attorney-in-fact, to sign any amendments to this Annual Report on Form 10-K (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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SignatureTitleDate
/s/ ADAIRE FOX-MARTINChief Executive Officer and President (Principal Executive Officer)February 12, 2025
Adaire Fox-Martin
/s/ KEITH D. TAYLORChief Financial Officer (Principal Financial Officer) February 12, 2025
Keith D. Taylor
/s/ SIMON MILLERChief Accounting Officer (Principal Accounting Officer)
February 12, 2025
Simon Miller
/s/ CHARLES MEYERSExecutive ChairmanFebruary 12, 2025
Charles Meyers
/s/ NANCI CALDWELLDirector February 12, 2025
Nanci Caldwell
/s/ GARY F. HROMADKODirectorFebruary 12, 2025
Gary F. Hromadko
/s/ THOMAS OLINGERDirectorFebruary 12, 2025
Thomas Olinger
/s/ CHRISTOPHER B. PAISLEYDirector February 12, 2025
Christopher B. Paisley
/s/ JEETU PATELDirectorFebruary 12, 2025
Jeetu Patel
/s/ SANDRA RIVERADirector February 12, 2025
Sandra Rivera
/s/ FIDELMA RUSSODirectorFebruary 12, 2025
Fidelma Russo
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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Equinix, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Equinix, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and December 31, 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity and other comprehensive income (loss) and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Colocation and Interconnection Revenues
As described in Notes 1 and 18 to the consolidated financial statements, the Company’s total recurring revenues for the year ended December 31, 2024 were $8,184 million, of which a majority relates to $6,058 million of colocation revenues and $1,519 million of interconnection revenues. Colocation and interconnection revenues are recurring revenue streams that are generally billed monthly and recognized ratably over the term of the contract. Revenues are recognized when control of these products and services is transferred to the Company’s customers, in an amount that reflects the consideration management expects to be entitled to in exchange for the products and services.
The principal consideration for our determination that performing procedures relating to colocation and interconnection revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the input of customer data and the recording of revenue. These procedures also included, among others, (i) testing revenue recognized for a sample of colocation and interconnection revenue transactions by obtaining and inspecting source documents, such as master service agreements, invoices, cash receipts and sales orders, and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices and subsequent cash receipts.


/s/ PricewaterhouseCoopers LLP
San Jose, California
February 12, 2025
We have served as the Company's auditor since 2000.
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EQUINIX, INC.
Consolidated Balance Sheets
(in millions, except share and per share data)
December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$3,081 $2,096 
Short-term investments527 — 
Accounts receivable, net of allowance of $19 and $17
949 1,004 
Other current assets890 468 
Total current assets5,447 3,568 
Property, plant and equipment, net19,249 18,601 
Operating lease right-of-use assets1,419 1,449 
Goodwill5,504 5,737 
Intangible assets, net1,417 1,705 
Other assets2,049 1,591 
Total assets$35,085 $32,651 
Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses$1,193 $1,187 
Accrued property, plant and equipment387 398 
Current portion of operating lease liabilities144 131 
Current portion of finance lease liabilities189 138 
Current portion of mortgage and loans payable5 8 
Current portion of senior notes1,199 998 
Other current liabilities232 302 
Total current liabilities3,349 3,162 
Operating lease liabilities, less current portion1,331 1,331 
Finance lease liabilities, less current portion2,086 2,123 
Mortgage and loans payable, less current portion644 663 
Senior notes, less current portion13,363 12,062 
Other liabilities760 796 
Total liabilities21,533 20,137 
Commitments and contingencies (Note 14)
Redeemable non-controlling interest25 25 
Common stockholders' equity (shares in thousands):
Common stock, $0.001 par value per share: 300,000 shares authorized; 97,390 issued and 97,287 outstanding in 2024 and 94,630 issued and 94,479 outstanding in 2023
— — 
Additional paid-in capital20,895 18,596 
Treasury stock, at cost; 103 shares in 2024 and 151 shares in 2023
(39)(56)
Accumulated dividends(10,342)(8,695)
Accumulated other comprehensive loss(1,735)(1,290)
Retained earnings4,749 3,934 
Total common stockholders' equity13,528 12,489 
Non-controlling interests(1)— 
Total stockholders' equity13,527 12,489 
Total liabilities, redeemable non-controlling interest and stockholders' equity$35,085 $32,651 
See accompanying notes to consolidated financial statements.
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EQUINIX, INC.
Consolidated Statements of Operations
(in millions, except share and per share data)
Years Ended December 31,
202420232022
Revenues$8,748 $8,188 $7,263 
Costs and operating expenses:
Cost of revenues4,467 4,228 3,751 
Sales and marketing891 855 787 
General and administrative1,766 1,654 1,499 
Restructuring charges31 — — 
Transaction costs50 13 22 
Impairment charges233 — — 
(Gain) loss on asset sales(18)(5)4 
Total costs and operating expenses7,420 6,745 6,063 
Income from operations1,328 1,443 1,200 
Interest income137 94 36 
Interest expense(457)(402)(356)
Other expense(17)(11)(51)
Loss on debt extinguishment (16)— — 
Income before income taxes975 1,124 829 
Income tax expense(161)(155)(124)
Net income814 969 705 
Net loss attributable to non-controlling interests1 — — 
Net income attributable to common stockholders$815 $969 $705 
Earnings per share ("EPS") attributable to common stockholders:
Basic EPS$8.54 $10.35 $7.69 
Weighted-average shares for basic EPS (in thousands)95,457 93,615 91,569 
Diluted EPS$8.50 $10.31 $7.67 
Weighted-average shares for diluted EPS (in thousands)95,827 94,009 91,828 
See accompanying notes to consolidated financial statements.
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EQUINIX, INC.
Consolidated Statements of Comprehensive Income (Loss)
(in millions)
Years Ended December 31,
202420232022
Net income$814 $969 $705 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (“CTA”) gain (loss), net of tax effects of $0, $0 and $0
(772)250 (770)
Net investment hedge CTA gain (loss), net of tax effects of $6, $0 and $0
295 (132)426 
Unrealized gain (loss) on cash flow hedges, net of tax effects of $(15), $5 and $2
32 (19)40 
Total other comprehensive income (loss), net of tax(445)99 (304)
Comprehensive income, net of tax369 1,068 401 
Net loss attributable to non-controlling interests1 — — 
Comprehensive income attributable to common stockholders$370 $1,068 $401 
See accompanying notes to consolidated financial statements.
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EQUINIX, INC.
Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss)
For the Three Years Ended December 31, 2024
($ in millions except per share data; share data in thousands)


Common stockTreasury stockAdditional
Paid-in Capital		Accumulated
Dividends		AOCI (Loss)Retained
Earnings		Common
Stockholders'
Equity		Non-controlling InterestsTotal Stockholders' Equity
SharesAmountSharesAmount
Balance as of December 31, 202190,873 $— (301)$(112)$15,985 $(6,165)$(1,085)$2,260 $10,883 $— $10,883 
Net income— — — — — — — 705 705 — 705 
Other comprehensive loss— — — — — — (304)(304)— (304)
Issuance of common stock and release of treasury stock for employee equity awards780 — 108 40 90 — — — 130 — 130 
Issuance of common stock under ATM Program1,161 — — — 796 — — — 796 — 796 
Dividend distribution on common stock, $12.40 per share
— — — — — (1,137)— — (1,137)— (1,137)
Settlement of accrued dividends on vested equity awards— — — — — (1)— — (1)— (1)
Accrued dividends on unvested equity awards— — — — — (15)— — (15)— (15)
Stock-based compensation, net of estimated forfeitures— — — — 449 — — — 449 — 449 
Balance as of December 31, 202292,814 — (193)(72)17,320 (7,318)(1,389)2,965 11,506 — 11,506 
Net income— — — — — — — 969 969 — 969 
Other comprehensive income— — — — — — 99 — 99 — 99 
Issuance of common stock and release of treasury stock for employee equity awards793 — 42 16 74 — — — 90 — 90 
Issuance of common stock under ATM Program1,023 — — — 734 — — — 734 — 734 
Dividend distribution on common stock, $14.49 per share
— — — — — (1,359)— — (1,359)— (1,359)
Settlement of accrued dividends on vested equity awards— — — — — (1)— — (1)— (1)
Accrued dividends on unvested equity awards— — — — — (17)— — (17)— (17)
Stock-based compensation, net of estimated forfeitures— — — — 468 — — — 468 — 468 
Balance as of December 31, 202394,630 — (151)(56)18,596 (8,695)(1,290)3,934 12,489 — 12,489 
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EQUINIX INC.
Consolidated Statements of Stockholders' Equity and Other Comprehensive Income (Loss) - Continued
For the Three Years Ended December 31, 2024
($ in millions except per share data; share data in thousands)

Common stockTreasury stockAdditional
Paid-in Capital		Accumulated
Dividends		AOCI (Loss)Retained
Earnings		Common
Stockholders'
Equity		Non-controlling InterestsTotal Stockholders' Equity
SharesAmountSharesAmount
Net income — — — — — — — 815 815 (1)814 
Other comprehensive loss— — — — — — (445)— (445)— (445)
Issuance of common stock and release of treasury stock for employee equity awards792 — 48 17 76 — — — 93 — 93 
Issuance of common stock under ATM Program1,968 — — — 1,673 — — — 1,673 — 1,673 
Dividend distribution on common stock, $17.04 per share
— — — — — (1,624)— — (1,624)— (1,624)
Settlement of accrued dividends on vested equity awards— — — — — (2)— — (2)— (2)
Accrued dividends on unvested equity awards— — — — — (21)— — (21)— (21)
Stock-based compensation, net of estimated forfeitures— — — — 546 — — — 546 — 546 
Contribution from non-controlling interest— — — — 4 — — — 4 — 4 
Balance as of December 31, 202497,390 $— (103)$(39)$20,895 $(10,342)$(1,735)$4,749 $13,528 $(1)$13,527 
See accompanying notes to consolidated financial statements.
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EQUINIX, INC.
Consolidated Statements of Cash Flows
(in millions)
Years Ended December 31,
202420232022
Cash flows from operating activities:
Net income$814 $969 $705 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation1,801 1,637 1,532 
Stock-based compensation462 407 404 
Amortization of intangible assets208 208 205 
Amortization of debt issuance costs and debt discounts and premiums
20 19 18 
Provision for credit loss allowance21 15 7 
Impairment charges233 — — 
(Gain) loss on asset sales(18)(5)4 
Loss on debt extinguishment16 — — 
Other items32 44 63 
Changes in operating assets and liabilities:
Accounts receivable27 (150)(154)
Income taxes, net(9)4 (8)
Other assets(445)(146)(52)
Operating lease right-of-use assets150 139 149 
Operating lease liabilities(153)(128)(133)
Accounts payable and accrued expenses95 161 114 
Other liabilities(5)43 109 
Net cash provided by operating activities3,249 3,217 2,963 
Cash flows from investing activities:
Purchases of equity investments(98)(136)(145)
Distributions from equity investments11 — — 
Sales of equity investments— — 22 
Purchases of short-term investments(520)— — 
Business acquisitions, net of cash and restricted cash acquired— — (964)
Real estate acquisitions(337)(384)(248)
Purchases of other property, plant and equipment(3,066)(2,781)(2,278)
Proceeds from sale of assets, net of cash transferred247 77 250 
Settlement of foreign currency hedges83 — — 
Investment in loan receivable(261)— — 
Loan receivable upfront fee4 — — 
Net cash used in investing activities(3,937)(3,224)(3,363)
Cash flows from financing activities:
Proceeds from employee equity awards91 87 82 
Payment of dividends (1,643)(1,375)(1,152)
Proceeds from public offering of common stock, net of issuance costs1,673 734 796 
Proceeds from senior notes, net of debt discounts2,768 902 1,194 
Proceeds from mortgage and loans payable— — 677 
Repayment of senior notes(1,000)— — 
Repayments of finance lease liabilities(140)(149)(134)
Contribution from non-controlling interest4 25 — 
Repayments of mortgage and loans payable(7)(6)(588)
Debt issuance costs(23)(7)(18)
Net cash provided by financing activities1,723 211 857 
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
(49)(16)(98)
Net increase (decrease) in cash, cash equivalents and restricted cash
986 188 359 
Cash, cash equivalents and restricted cash at beginning of period2,096 1,908 1,549 
Cash, cash equivalents and restricted cash at end of period$3,082 $2,096 $1,908 
Supplemental cash flow information
Cash paid for taxes, net$185 $153 $140 
Cash paid for interest, net of amounts capitalized$486 $445 $412 
Cash and cash equivalents$3,081 $2,096 $1,906 
Current portion of restricted cash included in other current assets1 — 2 
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows$3,082 $2,096 $1,908 
See accompanying notes to consolidated financial statements.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Equinix, Inc. ("Equinix," the "Company," "we," "our," or "us") was incorporated in Delaware on June 22, 1998. Equinix provides colocation space and related offerings. Global enterprises, content providers, financial companies and network service providers rely upon Equinix's insight and expertise to safehouse and connect their most valued information assets. We operate International Business ExchangeTM ("IBX®") data centers, or IBX data centers, across the Americas, Europe, Middle East and Africa ("EMEA") and Asia-Pacific geographic regions where customers directly interconnect with a network ecosystem of partners and customers. More than 2,000 network service providers offer access to the world's internet routes inside our IBX data centers. This access to internet routes provides Equinix customers improved reliability and streamlined connectivity while significantly reducing costs by reaching a critical mass of networks within a centralized physical location. We also invest in data center joint ventures or partnerships where we perform a variety of services described in Note 5. As of December 31, 2024, we controlled and operated 246 IBX data centers in 72 markets around the world.
We have been operating as a real estate investment trust for federal income tax purposes ("REIT") effective January 1, 2015. See "Income Taxes" in Note 13 below for additional information.
Basis of Presentation
The accompanying consolidated financial statements and accompanying notes are prepared in accordance with the accounting principles generally accepted in the United States of America ("GAAP") and are presented in our reporting currency, the U.S. Dollar. The consolidated financial statements include the accounts of Equinix and its subsidiaries, including the acquisitions of:
•Four data centers as well as a subsea cable and terrestrial fiber network in West Africa acquired from MainOne Cable Company ("MainOne") from April 1, 2022; and
•Four data centers in Chile and a data center in Peru acquired from Empresa Nacional De Telecomunicaciones S.A. ("Entel") from May 2, 2022 and August 1, 2022, respectively.
All material intercompany accounts and transactions have been eliminated in consolidation.
Consolidation
We consolidate all entities that are wholly owned and those entities where we own less than 100% of the equity but we control the entity. We consolidate all Variable Interest Entities (“VIEs”) for which we are the primary beneficiary. A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the power to direct activities that most significantly impact the economic performance of the VIE, or (iii) has equity investors who lack the obligation to absorb the excepted losses or right to receive the expected residual returns of the VIE, or (iv) substantially all activities involve an equity investor with disproportionately few voting rights. We are considered the primary beneficiary of a VIE if we have (i) the power to direct activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. When determining whether we are the primary beneficiary of a VIE, we consider all relationships between us and the VIE, including management agreements and other contractual arrangements.
For the entities that are not VIEs, we first assess whether the entity is similar to a corporation or a limited partnership. We consolidate entities that are structured similar to corporations if we have a controlling financial interest (i.e. ownership of over 50% of the outstanding voting shares) unless the control does not rest with us as a majority owner. We may also consolidate a less-than-majority-owned entity if we control the board of directors which makes the significant decisions of the entity, we control the entity through contractual arrangements, or other shareholders do not have any substantive participating rights. For the entities that are structured similar to limited partnerships, we consolidate if we are the general partner and the limited partners do not hold substantive participating or kick-out rights that would preclude us from exercising the control over the entity.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to the allowance for credit losses, fair values of financial and derivative instruments, intangible assets and goodwill, assets acquired and liabilities assumed from acquisitions, useful lives of intangible assets and property, plant and equipment, leases, asset retirement obligations, other accruals, and income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable.
Cash, Cash Equivalents and Short-Term Investments
We consider all highly liquid instruments with an original maturity from the date of purchase of 3 months or less to be cash equivalents. Cash equivalents generally consist of money market mutual funds and certificates of deposit with original maturities of 3 months or less. Short-term investments generally consist of certificates of deposit with original maturities of between 3 months and 1 year. We review our investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades.
Equity Method Investments
We use the equity method to account for our investments in entities for which we have the ability to exercise significant influence over their operating and financial policies, but do not control them. These include our investments in VIEs where we are not the primary beneficiary, and certain investments in other joint ventures or partnerships that are not VIEs.
Equity method investments are initially measured at cost, or at fair value when the investment represents a retained equity interest in a deconsolidated business or derecognized distinct non-financial assets. Equity investments are subsequently adjusted for cash contributions, distributions and our share of the income and losses of the investees. We record our equity method investments in other assets in the consolidated balance sheet. Our proportionate shares of the income or loss from our equity method investments are recorded in other income (expense) in the consolidated statement of operations. We use the cumulative earnings approach to determine whether distributions received from equity method investees are returns on investment and classified as operating cash inflows or returns of investment and reported as investing cash flows.
We review our investments quarterly to determine if any investments may be impaired considering both qualitative and quantitative factors that may have a significant impact on the investees' fair value or the ability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. We did not record any impairment charges related to our equity method investments for the years ended December 31, 2024, 2023 and 2022. For further information on our equity method investments, see Note 5.
Non-marketable Equity Investments
We also have investments in non-marketable equity securities, where we do not have the ability to exercise significant influence over the investees. We elected the measurement alternative under which the securities are measured at cost less impairment, if any, and adjusted for changes resulting from qualifying observable price changes. We record non-marketable equity investments in other assets in the consolidated balance sheet. The amounts were insignificant as of December 31, 2024 and 2023.
We review our non-marketable equity investments quarterly to determine if any investments may be impaired considering both qualitative and quantitative factors that may have a significant impact on the investees' fair value. We did not record any impairment charges related to our non-marketable equity investments for the years ended December 31, 2024, 2023 and 2022.
Financial Instruments and Concentration of Credit Risk
Financial instruments which potentially subject us to concentrations of credit risk consist of cash and cash equivalents, short-term investments, accounts receivable, contract assets and our loan receivable. Risks associated
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
with cash and cash equivalents and short-term investments are mitigated by our investment policy, which limits our investing to only money market funds, U.S. government agency and treasury notes, government sponsored enterprise and bank money instruments rated at least A-1/P-1 Short Term Rating or A-/A3 Long Term Rating, as determined by independent credit rating agencies. Credit risk from our accounts receivable and contract assets is not considered concentrated since our customer base is widely dispersed across our three geographical regions with no single customer accounting for a significant portion of our revenues.
The credit risk associated with our loan receivable is mitigated by the fair value of collateral securing the loan. We estimate expected credit losses (“ECL”) by considering all available information relevant to assessing the collectibility of cash flows. In developing an estimate of ECL, we start with historical credit loss experience of financial assets with similar risk characteristics and adjust the historical loss information to reflect asset-specific risk characteristics as well as our expectation of current conditions and reasonable and supportable forecasts.
Property, Plant and Equipment
Property, plant and equipment are stated at our original cost or initial fair value for property, plant and equipment acquired through business combinations, net of depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Buildings under finance leases, leasehold improvements and integral equipment at leased locations are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement.
We capitalize certain internal and external costs associated with the development and purchase of internal-use software in property, plant and equipment, net on the consolidated balance sheets. This includes costs incurred in cloud computing arrangements ("CCA"), where it is both feasible and contractually permissible without significant penalty for us to take possession of the software. All other CCAs are considered service contracts, and the licensing and implementation costs incurred associated with such contracts are capitalized in other assets on the consolidated balance sheets. Capitalized internal-use software costs and capitalized implementation costs are amortized on a straight-line basis over the estimated useful lives of the software or arrangements.
Our estimated useful lives of property, plant and equipment are generally as follows:
Core systems3-40 years
Buildings12-60 years
Leasehold improvements12-40 years
Personal Property
3-10 years
Capitalized internal-use software
3-5 years
Our construction in progress includes direct and indirect expenditures for the construction and expansion of IBX data centers and is stated at original cost. We contract out substantially all of the construction and expansion efforts of our IBX data centers to independent contractors under construction contracts. Construction in progress includes costs incurred under construction contracts including project management services, engineering and schematic design services, design development, construction services and other construction-related fees and services. In addition, we capitalize interest costs during the construction phase. Once an IBX data center or expansion project becomes operational, these capitalized costs are allocated to certain property, plant and equipment categories and are depreciated over the estimated useful lives of the underlying assets.
We review our property, plant and equipment for impairment together with lease right-of-use assets and finite-lived intangibles at the asset group level. Long-lived asset groups relating to our data centers are generally at the individual data center level. We reassess whether a change to our asset groups is necessary when we experience a significant change in our operations or in the way we utilize long-lived assets that causes a change to the interdependency of cash flows. We review asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset or an asset group is being used or its physical condition, a significant adverse change in legal factors or business climate that could affect the value of an asset or an asset group or a continuous deterioration of our financial condition. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which its carrying amount exceeds its fair value. We recorded $166 million of impairment charges related to our property, plant and equipment during the year ended December 31, 2024. No impairment charges were recorded during the years ended December 31, 2023 and 2022.
We enter into non-cancellable lease arrangements as the lessee primarily for our data center spaces, office spaces and equipment. Assets acquired through finance leases are included in property, plant and equipment, net on the consolidated balance sheets.
Assets Held for Sale
Assets and liabilities to be disposed of that meet all of the criteria to be classified as held for sale are reported at the lower of their carrying amounts or fair values less costs to sell. We did not record any impairment charges related to assets held for sale during the years ended December 31, 2024, 2023 and 2022. Assets are not depreciated or amortized while they are classified as held for sale. We did not have any assets classified as held for sale as of December 31, 2024 or 2023.
Asset Retirement Costs and Asset Retirement Obligations
Our asset retirement obligations are primarily related to our IBX data centers, of which the majority are leased under long-term arrangements and are required to be returned to the landlords in their original condition. The majority of our IBX data center leases have been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred. The associated retirement costs are capitalized and included as part of the carrying value of the long-lived asset and amortized over the useful life of the asset. Subsequent to the initial measurement, we accrete the liability in relation to the asset retirement obligations over time and the accretion expense is recorded as a cost of revenue. For further information on our asset retirement obligations, see Note 6.
Goodwill and Other Intangible Assets
We have three reportable segments comprised of the 1) Americas, 2) EMEA and 3) Asia-Pacific geographic regions, which we also determined are our reporting units. Goodwill is not amortized and is tested for impairment at least annually or more often if and when circumstances indicate that goodwill is not recoverable.
Generally, we assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors considered in the assessment include industry and market conditions, overall financial performance and other relevant events and factors affecting the reporting unit. If, after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then performing a quantitative impairment test is unnecessary. However, if we conclude otherwise, then we are required to perform a quantitative goodwill impairment test. The quantitative impairment test, which is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying value of the reporting unit exceeds its fair value, any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. In 2024, we elected to bypass the optional qualitative assessment and performed the quantitative assessment for our Americas, EMEA and Asia-Pacific reporting units. In 2023 and 2022, we performed qualitative assessments for our three reporting units.
As of December 31, 2024, 2023 and 2022, we concluded that it was more likely than not that goodwill attributed to our Americas, EMEA and Asia-Pacific reporting units was not impaired as the fair value of each reporting unit exceeded the carrying value of its respective reporting unit, including goodwill.
Substantially all of our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. As described above, we perform a review of all long-lived assets, including finite-lived intangible assets, at the asset group level for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which its carrying amount exceeds its fair value. We recorded $29 million of impairment charges related to our finite-lived intangible assets during the year ended December 31, 2024. No impairment was recorded during the years ended December 31, 2023 and 2022. For further information on goodwill and other intangible assets, see Notes 3 and 6.
Debt Issuance Costs
Costs and fees incurred upon debt issuances are capitalized and are amortized over the life of the related debt based on the effective interest method. Such amortization is included as a component of interest expense. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying amount of the debt obligation and debt issuance costs related to the revolving credit facility are presented as other assets. For further information on debt facilities, see Note 10 below.
Derivatives and Hedging Activities
We utilize foreign currency and interest rate derivative instruments as part of our risk management strategy. Foreign currency derivatives help to mitigate the effects of foreign exchange rate fluctuations on (i) our expected revenues and expenses in the EMEA region, (ii) investments in our foreign operations and (iii) certain monetary assets and liabilities denominated in foreign currencies. Interest rate derivatives are used to manage the interest rate risk associated with anticipated fixed-rate debt issuances.
These measures allow us to effectively control our financial exposure and are not used for speculative purposes. We recognize all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the value of a derivative depends on whether the contract qualifies and has been designated for hedge accounting. In order to qualify for hedge accounting, a derivative must be considered highly effective at reducing the risk associated with the exposure being hedged and there must be documentation of the risk management objective and strategy, including identification of the hedging instrument, the hedged item and the risk exposure, and the effectiveness assessment methodology. Hedge designations are reviewed on a quarterly basis to assess whether circumstances have changed that would disrupt the hedging instrument's relationship to the forecasted transactions or net investment.
Cash Flow Hedges
The instruments we designate as cash flow hedges include foreign currency forwards, cross-currency swaps and interest rate locks. For cash flow hedges, we use a regression analysis at the time they are designated to assess their effectiveness.
We enter into intercompany foreign currency forward contracts ("intercompany derivatives") with our wholly-owned subsidiaries in our EMEA region in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. Dollar (primarily the British Pound and the Euro). Simultaneously, we enter into foreign currency forward contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives. We designate the intercompany derivatives as cash flow hedges. We use the forward method to assess effectiveness of qualifying foreign currency forwards that are designated as cash flow hedges, whereby the change in the fair value of the derivative is recorded in other comprehensive income (loss) and reclassified to the same line item in the consolidated statement of operations that is used to present the earnings effect of the hedged item when the hedged item affects earnings.
We also utilize cross-currency interest rate swaps, which we designate as cash flow hedges, to manage the foreign currency exposure associated with a portion of our foreign currency-denominated variable-rate debt and our U.S. dollar-denominated fixed-rate debt issued by our foreign subsidiaries. We assess the effectiveness of cross-currency interest rate swaps that are designated as cash flow hedges using the spot method. Fair value changes from spot rates are recognized in other comprehensive income (loss) initially and immediately reclassified to earnings to offset the gain or loss from remeasuring the associated debt. We exclude time value and cross currency basis spread from the assessment of hedge effectiveness and recognize the excluded component in interest expense through the swap accrual process. The difference between fair value changes of the excluded component and the amount amortized is recognized in other comprehensive income (loss).
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We use interest rate derivative instruments such as treasury locks and swap locks, collectively referred to as "interest rate locks", to manage interest rate exposure created by anticipated fixed-rate debt issuances. An interest rate lock is a synthetic forward sale of a benchmark interest rate, which is settled in cash based upon the difference between an agreed upon rate at inception and the prevailing benchmark rate at settlement. It effectively fixes the benchmark rate component of an upcoming debt issuance. The interest rate lock transactions are designated as cash flow hedges, with all changes in value recorded in other comprehensive income (loss). Subsequent to settlement, amounts in other comprehensive income (loss) are amortized to interest expense over the term of the interest rate locks.
When two or more derivative instruments in combination are jointly designated as a cash flow hedging instrument, they are treated as a single instrument. For hedge relationships that are discontinued because the forecasted transaction is not expected to occur according to the original strategy, any related derivative amounts recorded in other comprehensive income (loss) are immediately recognized in earnings.
We classify cash flows from derivative instruments designated as cash flow hedges in the same category as the cash flows from the item being hedged.
Net Investment Hedges
We use cross-currency swaps, which we designate as net investment hedges, to hedge the currency exposure associated with our net investment in our foreign subsidiaries. We use the spot method to assess effectiveness of cross-currency interest rate swaps that are designated as net investment hedges, whereby the change in fair value due to foreign currency exchange spot rates is recorded in other comprehensive income (loss) and the change in fair value of the excluded component is recorded in other comprehensive income (loss) and amortized to interest expense through the swap accrual process.
Occasionally, we also use foreign exchange forward contracts, which we designate as net investment hedges, to hedge against the effect of foreign exchange rate fluctuations on a portion of our net investment in foreign subsidiaries. We use the spot method to assess hedge effectiveness and recognize fair value changes from spot rates in other comprehensive income (loss). We exclude forward points from the assessment of hedge effectiveness and amortize the initial value of the excluded component through interest expense. The difference between fair value changes from the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them. These embedded derivatives are separated from their host contracts and carried on our balance sheet at their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. Dollars. We use these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries.
Non-designated Hedges
Foreign currency gains or losses associated with derivatives that are not designated as hedging instruments for accounting purposes are recorded within other income (expense) in our consolidated statements of operations.
For further information on derivatives and hedging activities, see Note 7.
Fair Value of Financial Instruments
The carrying values of our cash equivalents held in money market funds and the carrying value of our derivative instruments represent their fair values. The carrying values of our cash equivalents held in time deposits and the carrying values of our accounts receivable, accounts payable, accrued expenses and accrued property, plant and equipment approximate their fair values primarily due to the short-term maturity of the related instruments. The fair value of short-term investments held in time deposits is estimated by considering observable market prices of similar instruments. The fair value of our debt traded in the public debt market is based on quoted market prices. The fair value of our debt which is not publicly traded is estimated by considering our credit rating, current rates available to us for debt of the same remaining maturities and terms. The fair value of our loan receivable is
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estimated by discounting the contractual cash flows of the loan, using indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk.
Fair Value of Non-Financial Assets and Liabilities
We also follow the accounting standard for the measurement of fair value for certain non-financial assets and liabilities on a nonrecurring basis. These include:
•Non-financial assets and non-financial liabilities initially measured at fair value in a business combination or other new basis event, but not measured at fair value in subsequent reporting periods;
•Reporting units and non-financial assets and non-financial liabilities measured at fair value for goodwill impairment tests;
•Indefinite-lived intangible assets measured at fair value for impairment assessments;
•Non-financial long-lived assets or asset groups measured at fair value for impairment assessments or disposal;
•Asset retirement obligations initially measured at fair value but not subsequently measured at fair value; and
•Assets and liabilities classified as held for sale measured at fair value less costs to sell and reported at the lower of the carrying amounts or the fair values less costs to sell.
For further information on fair value measurements, see Note 8.
Leases
We enter into lease arrangements primarily for land, data center spaces, office spaces and equipment. At its inception, we determine whether an arrangement is or contains a lease. We recognize a right-of-use ("ROU") asset and lease liability on the consolidated balance sheet for all leases with a term longer than 12 months, including renewal options that we are reasonably certain to exercise.
ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are classified and recognized at the commencement date. When there is a lease modification or a change in lease term triggered by a reassessment event, we reassess its classification and remeasure the ROU asset and lease liability.
Lease liabilities are measured based on the present value of fixed lease payments over the lease term. ROU assets consist of (i) initial measurement of the lease liability, (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received and (iii) initial direct costs incurred by us. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are included in the measurement of ROU assets and lease liabilities using the index or rate at the commencement date. Subsequent changes to lease payments based on changes to the index and rate are accounted for as variable lease payments and recognized in the period they are incurred. Variable lease payments that do not depend on an index or a rate are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Since most of our leases do not provide an implicit rate, we use our own incremental borrowing rate ("IBR") on a collateralized basis in determining the present value of lease payments. We utilize a market-based approach to estimate the IBR. The approach requires significant judgment. Therefore, we utilize different data sets to estimate IBRs via an analysis of (i) sovereign rates, (ii) yields on our outstanding public debt and (iii) indicative pricing on both secured and unsecured debt received from banking partners. We also apply adjustments to account for considerations related to (i) tenor and (ii) country credit ratings that may not be fully incorporated by the aforementioned data sets.
The majority of our lease arrangements include options to extend the lease. If we are reasonably certain to exercise such options, the periods covered by the options are included in the lease term. The depreciable lives of certain fixed assets and leasehold improvements are limited by the expected lease term. We have certain leases with a term of 12 months or less. For such leases, we elected not to recognize any ROU asset or lease liability on the consolidated balance sheet. We have lease agreements with lease and non-lease components. We elected to account for the lease and non-lease components as a single lease component for all classes of underlying assets for which we have identified as lease arrangements.
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As described above, we perform a review of all long-lived assets, including ROU assets, at the asset group level for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which its carrying amount exceeds its fair value. We recorded $38 million of impairment charges related to our operating lease ROU assets during the year ended December 31, 2024. No impairment charges were recorded during the years ended December 31, 2023 and 2022. For further information on leases, see Note 9.
Revenue
Revenue Recognition
We derive more than 90% of our revenues from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing of cabinet space and power; (2) interconnection offerings; (3) managed infrastructure solutions and (4) other revenues consisting of rental income from tenants or subtenants. The remainder of our revenues are from non-recurring revenue streams, such as installation revenues, professional service fees including from our joint ventures, contract settlements and equipment sales. Revenues by product lines and geographic regions are included in segment information in Note 18.
Revenues are recognized when control of these products and services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for the products and services. Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally 1 to 5 years for IBX data center colocation customers. Non-recurring installation fees, although generally paid upfront upon installation, are deferred and recognized ratably over the contract term. Professional service fees and equipment sales are recognized in the period when the services were provided. For the contracts with customers that contain multiple performance obligations, we account for individual performance obligations separately if they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The transaction price is allocated to the separate performance obligation on a relative standalone selling price basis. The standalone selling price is determined based on overall pricing objectives, taking into consideration market conditions, geographic locations and other factors. Other judgments include determining if any variable consideration should be included in the total contract value of the arrangement such as price increases.
Revenue is generally recognized on a gross basis as a principal versus on a net basis as an agent, as we are primarily responsible for fulfilling the contract, bear inventory risk and have discretion in establishing the price when selling to the customer. To the extent we do not meet the criteria for recognizing revenue on a gross basis, we record the revenue on a net basis. Revenue from contract settlements, when a customer wishes to terminate their contract early, is treated as a contract modification and recognized ratably over the remaining term of the contract, if any.
We guarantee certain service levels, such as uptime, as outlined in individual customer contracts. If these service levels are not achieved due to any failure of the physical infrastructure or offerings, or in the event of certain instances of damage to customer infrastructure within our IBX data centers, we would reduce revenue for any credits or cash payments given to the customer. Historically, these credits and cash payments have not been significant.
We enter into revenue contracts with customers for data centers and office space that contain both lease and non-lease components. We elected to adopt the practical expedient which allows lessors to combine lease and non-lease components, by underlying class of asset, and account for them as one component if they have the same timing and pattern of transfer. The combined component is accounted for in accordance with the current lease accounting guidance ("Topic 842") if the lease component is predominant, and in accordance with the current revenue accounting guidance ("Topic 606") if the non-lease component is predominant. In general, customer contracts for data centers are accounted for under Topic 606 and customer contracts for the use of office space are accounted for under Topic 842, which are generally classified as operating leases and are recognized on a straight-line basis over the lease term.
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As part of our ongoing involvement in our xScaleTM joint venture equity method investments, we enter into certain contracts with these ventures to provide our data center expertise in exchange for professional service fee revenue. Such services include development and construction management, sales and marketing, facilities management, asset management and procurement. In general, the revenue is recognized as the services are performed. Revenue for certain services, such as sales and marketing, are recognized at a point in time. In addition, the revenue for the sales and marketing fees may be recognized several years in advance of payment from the xScale joint ventures, as payment is often tied to deployment of the customer.
Certain customer agreements are denominated in currencies other than the functional currencies of the parties involved. Under applicable accounting rules, we are deemed to have foreign currency forward contracts embedded in these contracts. We assessed these embedded contracts and concluded them to be foreign currency embedded derivatives (see Note 7). These instruments are separated from their host contracts and held on our consolidated balance sheet at their fair value. The majority of these foreign currency embedded derivatives arise in certain of our subsidiaries where the local currency is the subsidiary's functional currency and the customer contract is denominated in the U.S. dollar. For certain contracts, we use these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. Please see Note 7 for further discussion of these hedges. For all other customer contracts containing embedded derivatives, changes in their fair values are recognized within revenues in our consolidated statements of operations.
Contract Balances
The timing of revenue recognition, billings and cash collections result in accounts receivables, contract assets and deferred revenues. A receivable is recorded at the invoice amount, net of an allowance for credit losses and is recognized in the period when we have transferred products or provided services to our customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. We assess collectability based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. We generally do not request collateral from our customers although in certain cases we obtain a security interest in a customer's equipment placed in our IBX data centers or obtain a deposit. We also maintain an allowance for estimated losses on a lifetime loss basis resulting from the inability of our customers to make required payments for which we had expected to collect the revenues in accordance with the credit loss guidance accounting guidance ("Topic 326"). If the financial condition of our customers were to deteriorate or if they became insolvent, resulting in an impairment of their ability to make payments, greater allowances for credit losses may be required. We specifically analyze current economic news, conditions and trends, historical loss rates, customer concentrations, customer credit-worthiness, changes in customer payment terms and any applicable long-term forecast when evaluating revenue recognition and the adequacy of our reserves for our accounts receivable. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in sales and marketing expense in the consolidated statements of operations. A specific bad debt reserve of up to the full amount of a particular invoice value is provided for certain problematic customer balances. An additional reserve is established for all other accounts based on an analysis of historical credits issued. Delinquent account balances are written off after management has determined that the likelihood of collection is not probable.
A contract asset exists when we have transferred products or provided services to our customers but customer payment is conditioned on reasons other than the passage of time, such as upon the satisfaction of additional performance obligations. Certain contracts include terms related to price arrangements such as price increases and free months. We recognize revenues ratably over the contract term, which could potentially give rise to contract assets during certain periods of the contract term. Contract assets are recorded in other current assets and other assets in the consolidated balance sheet.
Deferred revenue (a contract liability) is recognized when we have an unconditional right to a payment before we transfer the products or services to customers. Deferred revenue is included in other current liabilities and other liabilities, respectively, in the consolidated balance sheet.
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Contract Costs
Direct and indirect incremental costs solely related to obtaining revenue contracts are capitalized as costs of obtaining a contract, when they are incremental and if they are expected to be recovered. Such costs consist primarily of commission fees and sales bonuses, as well as indirect related payroll costs. In 2024, contract costs were amortized over the estimated period of approximately 7 years on a straight-line basis. We elected to apply the practical expedient which allows us to expense contract costs when incurred, if the amortization period is one year or less.
For further information on revenue recognition, see Note 2 below.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the future tax consequences attributable to differences that exist between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as tax attributes such as net operating loss, capital loss and tax credits carryforwards on a taxing jurisdiction basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled, and the tax attributes to be utilized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected more likely than not to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority's widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50 percent likelihood of being realized. Any subsequent changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As a result, we may deduct the dividends distributed to our stockholders from taxable income generated by us and that of our qualified REIT subsidiaries ("QRSs"). Our dividends paid deduction generally eliminates the U.S. federal taxable income of our REIT and QRSs, resulting in no U.S. federal income tax due. However, our domestic taxable REIT subsidiaries ("TRSs") are subject to the U.S. corporate income taxes on any taxable income generated by them. In addition, our foreign operations are subject to local income taxes regardless of whether the foreign operations are operated as QRSs or TRSs for U.S. income tax purposes.
Our qualification and taxation as a REIT depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy quarterly asset tests depends upon our analysis and the fair market values of our REIT and non-REIT assets. For purposes of the quarterly REIT asset tests, we estimate the fair market value of assets within our QRSs and TRSs using a discounted cash flow approach, by calculating the present value of forecasted future cash flows. We apply discount rates based on industry benchmarks relative to the market and forecasting risks. Other significant assumptions used to estimate the fair market value of assets in QRSs and TRSs include projected revenue growth, projected operating margins, and projected capital expenditures.
For further information on income taxes, see Note 13 below.
Stock-Based Compensation
Stock-based compensation cost is measured at the grant date for all stock-based awards made to employees and directors based on the fair value of the award. We generally recognize stock-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. However, for awards with market conditions or performance conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for each vesting tranche of the award. We elected to estimate forfeitures based on historical forfeiture rates. 
We grant restricted stock units ("RSUs") or restricted stock awards ("RSAs") to our employees and these equity awards generally have only a service condition. We grant RSUs to our executives that generally have a service and performance condition or a service and market condition. Performance conditions contained in an equity award are
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generally tied to our financial performance. We assess the probability of meeting these performance conditions on a quarterly basis. The majority of our RSUs vest over four years, although certain equity awards for executives vest over a range of two to four years. Our RSAs vest over three years. The valuation of RSUs and RSAs with only a service condition or a service and performance condition requires no significant assumptions as the fair value for these types of equity awards is based solely on our stock price on the date of grant. We use a Monte Carlo simulation option-pricing model to determine the fair value of RSUs with a service and market condition.
We use the Black-Scholes option-pricing model to determine the fair value of our employee stock purchase plan ("ESPP"). The determination of the fair value of shares purchased under the ESPP is affected by assumptions regarding a number of complex and subjective variables including our expected stock price volatility over the term of the awards and actual and projected employee stock purchase behaviors. We estimated the expected volatility by using the average historical volatility of its common stock that it believed was best representative of future volatility. The risk-free interest rate used was based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the equity awards. The expected dividend rate used was based on average dividend yields and the expected term used was equal to the term of each purchase window.
The accounting standard for stock-based compensation does not allow the recognition of unrealized tax benefits associated with the tax deductions in excess of the compensation recorded (excess tax benefit) until the excess tax benefit is realized (i.e., reduces taxes payable). We record the excess tax benefits from stock-based compensation as income tax expense through the statement of operations. For further information on stock-based compensation, see Note 12 below.
Foreign Currency Transactions
Foreign exchange gains or losses resulting from foreign currency transactions, including intercompany foreign currency transactions that are anticipated to be repaid within the foreseeable future, are reported within other income (expense) on our accompanying consolidated statements of operations. For additional information on the impact of foreign currencies to our consolidated financial statements, see "Accumulated Other Comprehensive Loss" in Note 11.
The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are translated at average exchange rates during the period. Gains or losses from translation of foreign operations where the local currency is the functional currency are included as other comprehensive income (loss). The net gains and losses resulting from foreign currency transactions are recorded in net income in the period incurred and recorded within other income (expense). Certain intercompany balances are designated as loans of a long-term investment-type nature. Accordingly, exchange gains and losses associated with these long-term intercompany balances are recorded as a component of other comprehensive income (loss), along with translation adjustments.
Earnings Per Share
We compute basic and diluted EPS for net income. Basic EPS is computed using net income and the weighted-average number of common shares outstanding. Diluted EPS is computed using net income and the weighted-average number of common shares outstanding plus any dilutive potential common shares outstanding. Dilutive potential common shares include the assumed vesting and issuance activity of employee equity awards using the treasury stock method. For further information on earnings per share, see Note 4 below.
Treasury Stock
We account for treasury stock under the cost method. When treasury stock is re-issued at a higher price than its cost, the difference is recorded as a component of additional paid-in capital to the extent that there are gains to offset the losses. If there are no treasury stock gains in additional paid-in capital, the losses are recorded as a component of retained earnings.
Changes to Prior Period
We converted the presentation of disclosures from thousands to millions in the first quarter of 2024. Certain rounding adjustments have been made to prior period disclosed amounts.
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Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03: Disaggregation of Income Statement Expenses ("DISE"). The ASU requires additional disclosure of the nature of expenses included in the income statement. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in our consolidated financial statements.
In December 2023, FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in our consolidated financial statements.
Accounting Standards Recently Adopted
Segment Reporting
In November 2023, FASB issued ASU 2023-07, Segment Reporting ("Topic 280"): Improvements to Reportable Segment Disclosure. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and retrospective adoption required. We adopted this ASU for the 2024 annual reporting period. Refer to Note 18 for disclosures required by this ASU.
Supplier Finance Programs
In September 2022, FASB issued ASU 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. On January 1, 2023, we adopted this ASU and the adoption of this standard did not have an impact on our consolidated financial statements.
Reference Rate Reform
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform ("Topic 848"): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In addition, FASB issued ASU 2021-01, Reference Rate Reform ("Topic 848"), which clarifies the scope of Topic 848. Collectively, the guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2021-01 is effective upon issuance and ASU 2020-04 was effective for all entities as of March 12, 2020, and together remained effective through December 31, 2022. In December 2022, FASB issued ASU 2022-06, Reference Rate Reform ("Topic 848"): Deferral of the Sunset Date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. We adopted these ASUs upon their respective issuances and there was no impact on our consolidated financial statements as a result of adopting the guidance. We will evaluate our debt, derivative and lease contracts that may become eligible for modification relief and may apply the elections prospectively as needed.
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Debt with Conversion and Other Options
In August 2020, FASB issued ASU 2020-06: Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock and modifies the disclosure requirement for the convertible instruments. Additionally, this ASU improves the consistency of EPS calculations by eliminating the use of the treasury stock method to calculate diluted EPS for convertible instruments and clarifies certain areas under the current EPS guidance. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted at the beginning of the fiscal year after December 15, 2020. On January 1, 2022, we adopted this ASU on a prospective basis and the adoption of this standard did not have a material impact on our consolidated financial statements.
Business Combinations
In October 2021, FASB issued ASU 2021-08 Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. On April 1, 2022, we early adopted this ASU and the adoption of this standard did not have a material impact on our consolidated financial statements.
2.    Revenue
Contract Balances
The following table summarizes the opening and closing balances of our accounts receivable, net; contract assets, current; contract assets, non-current; deferred revenue, current; and deferred revenue, non-current (in millions):
Accounts receivable, net (1)
Contract assets, currentContract assets, non-currentDeferred revenue, currentDeferred revenue, non-current
Beginning balances as of January 1, 2024$1,004 $52 $86 $125 $154 
Closing balances as of December 31, 2024949 102 113 123 150 
Increase (Decrease)$(55)$50 $27 $(2)$(4)
Beginning balances as of January 1, 2023$855 $28 $55 $132 $155 
Closing balances as of December 31, 20231,004 52 86 125 154 
Increase (Decrease)$149 $24 $31 $(7)$(1)
(1)    The net change in our allowance for credit losses was insignificant during the year ended December 31, 2024.
The difference between the opening and closing balances of our accounts receivable, net, contract assets and deferred revenues primarily results from revenue growth and the timing difference between the satisfaction of our performance obligation and the customer's payment during the years ended December 31, 2024 and 2023. The amounts of revenue recognized during the years ended December 31, 2024, 2023 and 2022 from the opening deferred revenue balance were $88 million, $95 million and $83 million, respectively. For the years ended December 31, 2024, 2023 and 2022, no impairment loss related to contract balances was recognized in the consolidated statement of operations.
Contract Costs
The ending balances of net capitalized contract costs as of December 31, 2024 and 2023 were $436 million and $423 million, respectively, which were included in other assets in the consolidated balance sheet. $122 million, $103
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million, and $96 million of contract costs were amortized during years ended December 31, 2024, 2023 and 2022, respectively, which were included in sales and marketing expense in the consolidated statement of operations.
Remaining Performance Obligations
As of December 31, 2024, approximately $11.0 billion of total revenues, including deferred installation revenues, are expected to be recognized in future periods. Most of our revenue contracts have an initial term varying from one to five years, and thereafter, automatically renew in one-year increments. Included in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize approximately 70% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in actual deployments dates, contract modifications, renewals and/or terminations.
The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered power, service fees from xScale data centers that are based on future events or actual costs incurred in the future, or any contracts that could be terminated without any significant penalties including the majority of interconnection revenues. The remaining performance obligations above include revenues to be recognized in the future related to arrangements where we are considered the lessor.
3.    Acquisitions
Pending Acquisition
Acquisition of TIM Data Centers (the "TIM Acquisition")
On July 20, 2024, we entered into an agreement to acquire three data centers in the Philippines from Total Information Management (“TIM”), a leading technology solutions provider in the market, for a stated purchase price of $180 million subject to certain adjustments. The acquisition is expected to close in the first half of 2025, subject to customary closing conditions. Upon the close of the acquisition, the operating results of the acquired business will be reported in the Asia-Pacific region. The TIM Acquisition supports our ongoing expansion to meet customer demand in the overall Asia market.
2022 Acquisitions
Acquisition of Entel Chile Data Centers (the "Entel Chile Acquisition") and Entel Peru Data Center (the "Entel Peru Acquisition")
On May 2, 2022, we further expanded in Latin America through an acquisition of four data centers in Chile from Entel, a leading Chilean telecommunications provider, for a total purchase consideration of $638 million at the exchange rate in effect on that date. On August 1, 2022, we completed the acquisition of a data center in Peru from Entel for a total purchase consideration of $80 million at the exchange rate in effect on that date. The Entel Chile Acquisition and Entel Peru Acquisition support our ongoing expansion to meet customer demand in the Latin American market.
Acquisition of MainOne (the "MainOne Acquisition")
On April 1, 2022, we completed the acquisition of all outstanding shares of MainOne, which consisted of four data centers as well as a subsea cable and terrestrial fiber network. We acquired MainOne and its assets for a total purchase consideration of $278 million. The MainOne Acquisition supports our ongoing expansion to meet customer demand in the West African market.
Purchase Price Allocation
Each of the acquisitions noted above constitute a business under the accounting standard for business combinations and, therefore, were accounted for as business combinations using the acquisition method of accounting. Under this method, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value on the date of acquisition, except where alternative measurement is required under GAAP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During the year ended December 31, 2023, we completed the detailed valuation analysis and the final allocation of purchase price for the Entel Chile, Entel Peru, and MainOne Acquisitions.
A summary of the final allocation of total purchase consideration is presented as follows (in millions):
Entel ChileEntel PeruMainOne
Cash and cash equivalents$— $— $33 
Accounts receivable— — 9 
Other current assets 12 — 22 
Property, plant and equipment81 13 239 
Intangible assets153 10 55 
Goodwill381 46 111 
Deferred tax and other assets12 11 6 
Total assets acquired
639 80 475 
Accounts payable and accrued liabilities— — (19)
Other current liabilities (1)
— — (13)
Mortgage and loans payable— — (26)
Deferred tax and other liabilities (1)
(1)— (139)
Net assets acquired
$638 $80 $278 
(1)For the MainOne Acquisition, other current liabilities includes $10 million of deferred revenue, current and deferred tax and other liabilities includes $95 million of deferred revenue, non-current.
Property, plant and equipment
The fair values of property, plant and equipment acquired from these three acquisitions were estimated by applying the cost approach, with the exception of land, which we estimated by applying the market approach. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age.
Intangible assets
The following table presents certain information on the acquired intangible assets (in millions):
Intangible AssetsFair ValueEstimated Useful Lives (Years)Weighted-average Estimated Useful Lives (Years)Discount Rate
Entel Chile:
Customer relationships (1)
$153 
12.0 - 15.0
14.0
8.5% - 9.5%
Entel Peru:
Customer relationships (1)
10 15.015.07.0 %
MainOne:
Customer relationships (1)
52 
10.0 - 15.0
14.011.5 %
Trade names (2)
3 5.05.011.5 %
(1)The fair value was estimated by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue and/or by using benchmarking. The rates reflect the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows, as well as the risk of the country within which the acquired business operates.
(2)The fair value of the MainOne trade name was estimated using the relief from royalty method under the income approach. We applied a relief from royalty rate of 1.0%.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is primarily attributable to the workforce of the acquired business
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
and the projected revenue increase expected to arise from future customers after the acquisition. Goodwill from the Entel Chile and Entel Peru acquisitions is attributable to the Americas region. Goodwill from the Entel Chile acquisition is amortizable for local tax purposes, while goodwill from the Entel Peru acquisition is not expected to be amortizable for local tax purposes. Goodwill from the MainOne Acquisition is attributable to the EMEA region and is generally not deductible for local tax purposes.
Revenues and net income from operations
The operating results of the Entel Peru and Entel Chile acquisitions are reported in the Americas region and the operating results of the MainOne Acquisition are reported in the EMEA region following the date of acquisition. During the year of acquisition, our results of operations from these acquisitions included $90 million of revenues and $8 million of income from operations.
Transaction costs
During the year of acquisition, the transaction costs for the Entel Chile and Entel Peru acquisitions were $7 million and the transaction costs for the MainOne acquisition were not significant.
4.    Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the years ended December 31 ($ in millions except per share data; share data in thousands):
202420232022
Net income$814 $969 $705 
Net loss attributable to non-controlling interests1 — — 
Net income attributable to common stockholders$815 $969 $705 
Weighted-average shares used to calculate basic EPS95,457 93,615 91,569 
Effect of dilutive securities:
Employee equity awards370 394 259 
Weighted-average shares used to calculate diluted EPS95,827 94,009 91,828 
EPS attributable to common stockholders:
Basic EPS$8.54 $10.35 $7.69 
Diluted EPS$8.50 $10.31 $7.67 
The following table sets forth potential shares of common stock that are not included in the diluted EPS calculation above because to do so would be anti-dilutive for the years ended December 31 (in thousands):
202420232022
Common stock related to employee equity awards and other359 68 582 
Total
359 68 582 
5.    Equity Method Investments
We hold various equity method investments, primarily interests in joint venture partnership arrangements, in order to invest in certain entities that are in line with our business development objectives, including the development and operation of xScale data centers. Some of these joint ventures are classified as Variable Interest Entities ("VIEs").
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes our equity method investments, which were included in other assets on the consolidated balance sheets as of December 31 (in millions):
InvesteeOwnership Percentage20242023
EMEA 1 Joint Venture20%$131 $150 
VIE Joint Ventures (1)
20%374 308 
OtherVarious14 10 
Total $519 $468 
(1)Includes investments in the following xScale joint ventures in each of our three regions: "Asia-Pacific 1 Joint Venture", "Asia-Pacific 2 Joint Venture", "Asia-Pacific 3 Joint Venture", "EMEA 2 Joint Venture", "AMER 1 Joint Venture" and "AMER 2 Joint Venture" (defined below). These investments share a similar purpose, design and nature of assets.
Non-VIE Joint Venture
EMEA 1 Joint Venture
The EMEA 1 Joint Venture is not a VIE given that both equity investors' interests have the characteristics of a controlling financial interest and it is sufficiently capitalized to sustain its operations, requiring additional funding from its partners only when expanding operations. Our share of income and losses of equity method investments from this joint venture was insignificant for the years ended December 31, 2024, 2023 and 2022 and was included in other income (expense) on the consolidated statement of operations.
We committed to make future equity contributions to the EMEA 1 Joint Venture for funding its future development. As of December 31, 2024, we had future equity contribution commitments of $39 million.
VIE Joint Ventures
The VIE Joint Ventures are considered VIEs because they do not have sufficient funds from operations to be self-sustaining. While we provide certain management services to their operations and earn fees for the performance of such services, the power to direct the activities of these joint ventures that most significantly impact economic performance is shared equally between us and our partners. These activities include data center construction and operations, sales and marketing, financing, and real estate purchases or sales. Decisions about these activities require the consent of both Equinix and our partners. We concluded that neither party is deemed to have predominant control over the VIE Joint Ventures and neither party is considered to be the primary beneficiary. Our share of losses of equity method investments from these joint ventures were $24 million, $12 million and $9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and were included in other income (expense) on the consolidated statement of operations.
AMER 1 Joint Venture
In March 2023, we invested in the AMER 1 Joint Venture. Upon formation of the joint venture, we sold the assets and liabilities of the Mexico 3 ("MX3") data center, which were included within our Americas region, for total consideration of $75 million. Consideration included $64 million of net cash proceeds, a 20% partnership interest in the AMER 1 Joint Venture with a fair value of $8 million, and $3 million of receivables. We recognized an insignificant loss on the sale of the MX3 data center.
AMER 2 Joint Venture
On April 10, 2024, we invested in a joint venture to develop and operate an xScale data center in the Americas region (the “AMER 2 Joint Venture”). At closing, we sold the assets and liabilities of the Silicon Valley 12 (“SV12”) data center site, which were included within our Americas region, for total consideration of $293 million, which was comprised of $246 million of net cash proceeds, a 20% partnership interest in the AMER 2 Joint Venture with a fair value of $26 million, and $21 million of receivables. We recognized a gain of $18 million on the sale of the SV12 data center.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of December 31, 2024 (in millions):
VIE Joint Ventures
Equity Investment$374 
Outstanding Accounts Receivable50 
Other Receivables46 
Contract Assets125 
Loan Commitment (1)
392 
Future Equity Contribution Commitments (2)
66 
Maximum Future Payments under Debt Guarantees (3)
246 
Total $1,299 
(1)Concurrent with the closing of the AMER 2 Joint Venture, we entered into a loan agreement with the AMER 2 Joint Venture, as a lender, further discussed in Note 15.
(2)The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to complete construction or to make interest payments on their outstanding debt.
(3)In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantees covering 20% of all payments of principal and interest due under EMEA 2 Joint Venture's credit facility agreements. A portion of the guarantees relates to our AMER 1 Joint Venture. Refer to Note 14.
AMER 3 Joint Venture
On October 1, 2024, we entered into an agreement to form a joint venture to develop and operate xScale data centers in the Americas region (the "AMER 3 Joint Venture"), subject to regulatory approval and other closing conditions which were satisfied on October 30, 2024. As of December 31, 2024 there have been no equity contributions made to the AMER 3 Joint Venture and its closing had no impact on the consolidated financial statements.
6.    Balance Sheet Components
Cash, Cash Equivalents and Short-Term Investments
Cash and cash equivalents and short-term investments consisted of the following as of December 31 (in millions):
20242023
Cash$565 $492 
Cash equivalents:
Money market funds2,401 1,364 
Time deposits115 240 
Total cash and cash equivalents3,081 2,096 
Short-term investments:
Time deposits527 — 
Total short-term investments527 — 
Total cash, cash equivalents and short-term investments$3,608 $2,096 
As of December 31, 2024 and 2023, cash and cash equivalents included investments which were readily convertible to cash and generally had original maturities of 3 months or less. The maturities of time deposits classified as short-term investments were one year or less as of December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. Accounts receivable, net, consisted of the following as of December 31 (in millions):
20242023
Accounts receivable$968 $1,021 
Allowance for credit losses(19)(17)
Accounts receivable, net$949 $1,004 
The following table summarizes the activity of our allowance for credit losses (in millions):
Balance as of December 31, 2021$12 
Provision for credit losses7 
Net write-offs(7)
Balance as of December 31, 202212 
Provision for credit losses15 
Net write-offs(9)
Impact of foreign currency exchange(1)
Balance as of December 31, 202317 
Provision for credit losses21 
Net write-offs(20)
Impact of foreign currency exchange1 
Balance as of December 31, 2024$19 
Other Current Assets
Other current assets consisted of the following as of December 31 (in millions):
20242023
Derivative assets, current$296 $44 
Taxes receivable223 167 
Other receivables (1)
106 80 
Contract assets, current102 52 
Prepaid expenses, current91 100 
Other (2)
72 25 
Total other current assets$890 $468 
(1)Includes receivables due from our joint ventures. See Note 15.
(2)Includes an insignificant amount of restricted cash, current.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of December 31 (in millions):
20242023
Core systems$12,890 $12,604 
Buildings9,475 8,972 
Construction in progress2,204 1,918 
Internal-use software2,149 1,936 
Leasehold improvements1,980 2,045 
Land1,652 1,407 
Personal property373 320 
30,723 29,202 
Less accumulated depreciation(11,474)(10,601)
Property, plant and equipment, net$19,249 $18,601 
Goodwill and Other Intangibles
The following table presents goodwill and other intangible assets, net, for the years ended December 31, 2024 and 2023 (in millions):
20242023
Goodwill:
Americas$2,559 $2,631 
EMEA2,349 2,467 
Asia-Pacific596 639 
$5,504 $5,737 
Intangible assets, net:
Intangible assets - customer relationships$2,745 $2,892 
Intangible assets - trade names16 13 
Intangible assets - in-place leases27 30 
Intangible assets - licenses10 10 
Intangible assets - at-the-money lease contracts
55 59 
Intangible assets - other8 8 
2,861 3,012 
Less accumulated depreciation(1,444)(1,307)
Total intangible assets, net$1,417 $1,705 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the carrying amount of goodwill by geographic regions are as follows (in millions):
AmericasEMEAAsia-PacificTotal
Balance as of December 31, 2021$2,210 $2,473 $689 $5,372 
Purchase of MainOne— 111 — 111 
Purchase of Entel Chile381 — — 381 
Purchase of Entel Peru46 — — 46 
Impact of foreign currency exchange(6)(206)(44)(256)
Balance as of December 31, 20222,631 2,378 645 5,654 
Impact of foreign currency exchange— 89 (6)83 
Balance as of December 31, 20232,631 2,467 639 5,737 
Impact of foreign currency exchange(72)(118)(43)(233)
Balance as of December 31, 2024$2,559 $2,349 $596 $5,504 
Changes in the net book value of intangible assets by geographic regions are as follows (in millions):
AmericasEMEAAsia-PacificTotal
Balance as of December 31, 2021$1,328 $432 $176 $1,936 
Entel Chile acquisition153 — — 153 
Entel Peru acquisition10 — — 10 
MainOne acquisition— 55 — 55 
Amortization of intangibles(138)(52)(15)(205)
Impact of foreign currency exchange(4)(33)(14)(51)
Balance as of December 31, 20221,349 402 147 1,898 
Other asset acquisitions7 — 1 8 
Amortization of intangibles(140)(54)(14)(208)
Impact of foreign currency exchange— 10 (3)7 
Balance as of December 31, 20231,216 358 131 1,705 
Impairment charges (1)
(29)— — (29)
Amortization of intangibles(140)(54)(14)(208)
Impact of foreign currency exchange(25)(16)(10)(51)
Balance as of December 31, 2024$1,022 $288 $107 $1,417 
(1)Refer to Note 17.
Goodwill and intangible assets which are denominated in currencies other than the U.S. Dollar are subject to foreign currency fluctuations. Our foreign currency translation gains and losses, including goodwill and intangibles, are a component of other comprehensive income (loss).
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Estimated future amortization expense related to these intangibles is as follows (in millions):
Years ending:
2025$194 
2026193 
2027192 
2028190 
2029170 
Thereafter478 
Total$1,417 
Other Assets
Other assets consisted of the following as of December 31 (in millions):
20242023
Equity method investments$519 $468 
Contract costs436 423 
Derivative assets, non-current295 213 
Loan receivable258 — 
Prepaid expenses, non-current171 134 
Deferred CCA implementation costs115 105 
Contract assets, non-current113 86 
Deposits60 60 
Deferred tax assets, net48 62 
Debt issuance costs, net3 5 
Other (1)
31 35 
Total other assets$2,049 $1,591 
(1)Includes an insignificant amount of restricted cash, non-current.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31 (in millions):
20242023
Accrued compensation and benefits$421 $438 
Accrued taxes (1)
196 161 
Accrued utilities and security164 178 
Accounts payable133 162 
Accrued interest96 90 
Other183 158 
Total accounts payable and accrued expenses$1,193 $1,187 
(1)Accrued taxes included income taxes payable of $109 million and $81 million as of December 31, 2024 and 2023, respectively.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other Current Liabilities
Other current liabilities consisted of the following as of December 31 (in millions):
20242023
Deferred revenue, current$123 $125 
Derivative liabilities, current27 94 
Customer deposits16 16 
Dividends payable, current16 13 
Asset retirement obligations, current1 5 
Other49 49 
Total other current liabilities$232 $302 
Other Liabilities
Other liabilities consisted of the following as of December 31 (in millions):
20242023
Deferred tax liabilities, net$339 $394 
Deferred revenue, non-current150 154 
Asset retirement obligations, non-current108 108 
Derivative liabilities, non-current46 8 
Accrued taxes42 56 
Dividends payable, non-current13 12 
Other non-current liabilities62 64 
Total other liabilities$760 $796 
The following table summarizes the activities of our asset retirement obligations ("ARO") (in millions):
Asset retirement obligations as of December 31, 2021$118 
Additions3 
Adjustments (1)
(4)
Accretion expense5 
Impact of foreign currency exchange(4)
Asset retirement obligations as of December 31, 2022118 
Additions1 
Adjustments (1)
(13)
Accretion expense7 
Asset retirement obligations as of December 31, 2023113 
Additions 6 
Adjustments (1)
(12)
Accretion expense6 
Impact of foreign currency exchange(4)
Asset retirement obligations as of December 31, 2024$109 
(1)The ARO adjustments are primarily due to lease amendments and acquisition of real estate assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
7.    Derivatives and Hedging Instruments
Derivatives and Nonderivatives Designated as Hedging Instruments
Net Investment Hedges
Foreign Currency Debt: We are exposed to the impact of foreign exchange rate fluctuations on the value of investments in our foreign subsidiaries whose functional currencies are other than the U.S. Dollar. In order to mitigate the impact of foreign currency exchange rates, we have entered into various foreign currency debt obligations, which are designated as hedges against our net investments in foreign subsidiaries. As of December 31, 2024 and 2023, the total principal amounts of foreign currency debt obligations designated as net investment hedges were $1.0 billion and $1.5 billion, respectively.
Foreign Currency Forward Contracts: We use foreign currency forward contracts, designated as net investment hedges, to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. We use the spot method to assess hedge effectiveness and recognize fair value changes from spot rates in other comprehensive income (loss). We exclude forward points from the assessment of hedge effectiveness and amortize the initial value of the excluded component through interest expense. The difference between fair value changes from the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Embedded Derivatives: Certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them. These embedded derivatives are separated from their host contracts and carried on our balance sheet at their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. Dollars. We use these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. As of December 31, 2024 and December 31, 2023, the total remaining contract value of such customer agreements outstanding under this hedging program was $213 million and $223 million, respectively.
Cross-currency Interest Rate Swaps: We also use cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries. We use the spot method to assess hedge effectiveness and recognize fair value changes from spot rates in other comprehensive income (loss). We exclude time value and cross currency basis spread from the assessment of hedge effectiveness and recognize the excluded component in interest expense through the swap accrual process. The difference between fair value changes of the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Cash Flow Hedges
Foreign Currency Forward Contracts: We enter into intercompany foreign currency forward contracts ("intercompany derivatives") with our wholly-owned subsidiaries in our EMEA region in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. Dollar (primarily the British Pound and the Euro). Simultaneously, we enter into foreign currency forward contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives. We designate the intercompany derivatives as cash flow hedges. We do not exclude any components from the assessment of hedge effectiveness and the change in fair value of these derivatives is recognized in other comprehensive income (loss) until the hedged transaction occurs.
As of December 31, 2024, our foreign currency forward contracts had maturity dates ranging from January 2025 to December 2026 and we had a net gain of $38 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that will mature in the next 12 months. As of December 31, 2023, our foreign currency forward contracts had maturity dates ranging from January 2024 to December 2025 and we had a net loss of $7 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that will mature in the next 12 months.
Cross-currency Interest Rate Swaps: We use cross-currency swaps, which are designated as cash flow hedges, to manage the foreign currency exposure associated with a portion of our foreign currency-denominated
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
variable-rate debt and our U.S. dollar-denominated fixed-rate debt issued by our foreign subsidiaries. As of December 31, 2024, our cross-currency interest rate swaps had maturity dates ranging from March 2026 to June 2034. We had a net gain of $13 million recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months. As of December 31, 2023, our cross-currency interest rate swaps had maturity dates of March 2026. We had an insignificant net gain recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months. We use the spot method to assess hedge effectiveness. Fair value changes from spot rates are recognized in other comprehensive income (loss) initially and immediately reclassified to earnings to offset the gain or loss from remeasuring the associated debt. We exclude time value and cross currency basis spread from the assessment of hedge effectiveness and recognize the excluded component in interest expense through the swap accrual process. The difference between fair value changes of the excluded component and the amount amortized is recognized in other comprehensive income (loss).
Interest Rate Locks: We hedge the interest rate exposure created by anticipated fixed-rate debt issuances through the use of treasury locks and swap locks (collectively, interest rate locks), which are designated as cash flow hedges. As of both December 31, 2024 and 2023, we had no interest rate locks outstanding. When interest rate locks are settled, any gain or loss from the transactions is deferred and included as a component of other comprehensive income (loss) and is amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. As of December 31, 2024 and 2023, we had a net gain of $3 million and $1 million, respectively, recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months for interest rate locks.
Derivatives Not Designated as Hedging Instruments
Foreign Currency Forward Contracts: We also use foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign currency-denominated monetary assets and liabilities. As a result of foreign currency fluctuations, the U.S. Dollar equivalent values of our foreign currency-denominated monetary assets and liabilities change. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the foreign currency gains and losses of the related foreign currency-denominated monetary assets and liabilities associated with these foreign currency forward contracts.
Cross-currency Interest Rate Swaps: We may, from time to time, elect to de-designate a portion of our cross-currency interest rate swaps previously designated as hedging instruments. Gains and losses subsequent to the de-designation are recognized in other income (expense).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Notional Amounts and Fair Value of Derivative Instruments
The following table presents the composition of derivative instruments recognized in our consolidated balance sheets, excluding accrued interest, as of December 31 (in millions):
20242023
Fair ValueFair Value
Notional Amount (1)
Assets (2)
Liabilities (3)
Notional Amount (1)
Assets (2)
Liabilities (3)
Designated as hedging instruments:
Net investment hedges
Foreign currency forward contracts$966 $39 $17 $887 $3 $17 
Cross-currency interest rate swaps
1,986 189 1 3,121 132 — 
Cash flow hedges
Foreign currency forward contracts1,365 53 — 1,154 2 14 
Cross-currency interest rate swaps1,030 48 — 280 36 — 
Total designated as hedging
5,347 329 18 5,442 173 31 
Not designated as hedging instruments:
Foreign currency forward contracts
3,536 80 9 3,053 4 70 
Cross-currency interest rate swaps
1,395 182 45 1,061 80 — 
Total not designated as hedging
4,931 262 54 4,114 84 70 
Total Derivatives$10,278 $591 $72 $9,556 $257 $101 
(1)Excludes embedded derivatives.
(2)As presented in our consolidated balance sheets within other current assets and other assets.
(3)As presented in our consolidated balance sheets within other current liabilities and other liabilities.
Impact on Accumulated Other Comprehensive Income (Loss)
The pre-tax gains (losses) from hedging instruments recognized in accumulated other comprehensive income (loss) for the years ended December 31 were as follows (in millions):
202420232022
Net investment hedges:
Foreign currency debt$68 $(54)$160 
Foreign currency forward contracts (included component)66 (9)27 
Foreign currency forward contracts (excluded component)2 3 (2)
Cross-currency interest rate swaps (included component)149 (73)277 
Cross-currency interest rate swaps (excluded component)4 1 (36)
Total$289 $(132)$426 
Cash flow hedges:
Foreign currency forward contracts$65 $(17)$(9)
Cross-currency interest rate swaps (excluded component)(17)(2)(2)
Interest rate locks(1)(5)49 
Total
$47 $(24)$38 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Impact on Earnings
The gains (losses) from derivative instruments recognized in earnings, and location of such gains (losses) in the consolidated statements of operations for the years ended December 31 were as follows (in millions):
Location of gain (loss)202420232022
Net investment hedges:
Foreign currency forward contracts (excluded component)Interest expense$10 $2 $— 
Cross-currency interest rate swaps (excluded component)Interest expense27 45 50 
Total$37 $47 $50 
Cash flow hedges:
Foreign currency forward contracts
Revenues
$11 $(9)$148 
Foreign currency forward contracts
Costs and operating expenses(6)15 (72)
Cross-currency interest rate swaps (excluded component)
Interest expense
8 (1)(1)
Cross-currency interest rate swaps (included component)Other income (expense)29 17 22 
Interest rate locks
Interest Expense
1 1 — 
Total
$43 $23 $97 
Non designated hedges:
Embedded derivatives (1)
Revenues$— $— $(1)
Foreign currency forward contracts (1)
Revenues— — (1)
Foreign currency forward contracts
Other income (expense)
154 (20)138 
Cross-currency interest rate swaps
Other income (expense)
18 6 — 
Total$172 $(14)$136 
(1)Embedded derivatives were designated as net investment hedges beginning March 31, 2022. Prior to March 31, 2022, we entered into foreign currency forward contracts to economically hedge these embedded derivatives.
Offsetting Derivative Assets and Liabilities
We enter into master netting agreements with our counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For presentation on the consolidated balance sheets, we do not offset fair value amounts recognized for derivative instruments or the accrued interest related to cross-currency interest rate swaps under master netting arrangements. The following table presents information related to these offsetting arrangements, inclusive of accrued interest, as of December 31, 2024 and 2023 (in millions):
Gross AmountsGross Amounts Offset in the Balance SheetNet AmountsGross Amounts Not Offset in the Balance SheetNet
December 31, 2024
Derivative assets
$605 $— $605 $(75)$530 
Derivative liabilities79 — 79 (75)4 
December 31, 2023
Derivative assets
$282 $— $282 $(56)$226 
Derivative liabilities112 — 112 (56)56 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
8.     Fair Value Measurements
We perform fair value measurements in accordance with ASC 820, Fair Value Measurement, which establishes three levels of inputs that we use to measure fair value:
•Level 1: quoted prices in active markets for identical assets or liabilities.
•Level 2: observable inputs (e.g., spot rates and other data from the third-party pricing vendors for our derivative instruments, credit rating and current prices of similar debt instruments that are publicly traded for our debt instruments) other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities.
•Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, including indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk.
The fair value of certain financial assets and liabilities as of December 31, 2024 and 2023 were as follows (in millions):
December 31, 2024December 31, 2023
Fair ValueFair Value
Measurement Using		Fair ValueFair Value
Measurement Using
Level 1Level 2Level 3Level 1Level 2Level 3
Assets:
Money market funds (1)
$2,401 $2,401 $— $— $1,364 $1,364 $— $— 
Time deposits (2)
642 115 527 — 240 240 — — 
Loan receivable (3)
280 — — 280 — — — — 
Derivative instruments (4)
591 — 591 — 257 — 257 — 
Total$3,914 $2,516 $1,118 $280 $1,861 $1,604 $257 $— 
Liabilities:
Derivative instruments (4)
$72 $— $72 $— $101 $— $101 $— 
Mortgage and loans payable (5)
654 — 654 — 684 — 684 — 
Senior notes (5)
13,342 12,851 491 — 11,740 11,166 574 — 
Total$14,068 $12,851 $1,217 $— $12,525 $11,166 $1,359 $— 
(1)Instruments are included within cash and cash equivalents in the consolidated balance sheets, and are measured at fair value.
(2)Instruments are included within cash and cash equivalents and short-term investments in the consolidated balance sheets, and are measured at amortized cost.
(3)Instruments are included within other assets in the consolidated balance sheets, and are measured at amortized cost. Refer to Note 15.
(4)Instruments are included within other current assets, other assets, other current liabilities and other liabilities in the consolidated balance sheets, and are measured at fair value. Refer to Note 7.
(5)Include current and non-current portions and are measured at amortized cost. Refer to Note 10.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9.    Leases
Significant Lease Transactions
The following table summarizes the significant lease transactions during the year ended December 31, 2024 (in millions):
Renewal/Termination Options excluded (1)
Net Incremental (2)
LeaseQuarterTransactionLease ClassificationROU assetsROU liabilities
Tokyo 15 ("TY15") new data center leaseQ3
New lease with a 20-year term
Two 10-year renewal options
Finance Lease$109 $109 
Operating Lease53 53 
(1)    These renewal/termination options are not included in determining the lease terms as we are not reasonably certain to exercise them at this time.
(2)    The net incremental amounts represent the adjustments to the right-of-use ("ROU") assets and liabilities recorded during the quarter that the transactions were entered.
Lease Expenses
The components of lease expenses are as follows (in millions):
Years Ended December 31,
202420232022
Finance lease cost
Amortization of right-of-use assets (1)
$181 $167 $161 
Interest on lease liabilities
113 113 112 
Total finance lease cost
294 280 273 
Operating lease cost229 243 214 
Variable lease cost79 62 41 
Total lease cost$602 $585 $528 
(1) Amortization of right-of-use assets is included within depreciation expense, and is recorded within cost of revenues, sales and marketing and general and administrative expenses in the consolidated statements of operations.
In addition, we recorded impairment charges of $38 million on operating lease right-of-use assets in the Asia-Pacific region during the fourth quarter of 2024 as described in Note 17.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other Information
Other information related to leases is as follows (in millions, except years and percent):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$109 $110 $110 
Operating cash flows from operating leases231 231 197 
Financing cash flows from finance leases140 149 134 
Right-of-use assets obtained in exchange for lease obligations: (1)
Finance leases$213 $209 $294 
Operating leases194 211 355 
As of December 31,
20242023
Weighted-average remaining lease term - finance leases (2)
14 years14 years
Weighted-average remaining lease term - operating leases (2)
12 years12 years
Weighted-average discount rate - finance leases6 %6 %
Weighted-average discount rate - operating leases5 %5 %
Finance lease right-of-use assets (3)
$2,158 $2,184 
(1) Represents all non-cash changes in right-of-use assets.
(2) Includes lease renewal options that are reasonably certain to be exercised.
(3) As of December 31, 2024 and 2023, we recorded accumulated amortization of finance lease right-of-use assets of $964 million and $870 million, respectively. Finance lease assets are recorded within property, plant and equipment, net on the consolidated balance sheets.
Maturities of Lease Liabilities
Maturities of lease liabilities as of December 31, 2024 are as follows (in millions):
Year ended December 31, Operating LeasesFinance LeasesTotal
2025210 301 511 
2026217 256 473 
2027197 260 457 
2028169 249 418 
2029139 240 379 
Thereafter1,097 2,004 3,101 
Total lease payments2,029 3,310 5,339 
Less imputed interest(554)(1,035)(1,589)
Total$1,475 $2,275 $3,750 
We entered into agreements with various landlords primarily to lease data center spaces and ground leases which have not yet commenced as of December 31, 2024. These leases will commence between 2025 and 2026, with lease terms of 2 to 30 years and total lease commitments of approximately $210 million.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10.    Debt Facilities
Mortgage and Loans Payable
As of December 31, 2024 and 2023, our mortgage and loans payable consisted of the following (in millions):
20242023
Term loans$628 $643 
Mortgage payable and other loans payable21 29 
649 672 
Less amount representing unamortized debt discount and debt issuance cost— (1)
649 671 
Less current portion(5)(8)
$644 $663 
Senior Credit Facility and Refinancing
In 2022, we entered into a credit agreement (the "2022 Credit Agreement") with a group of lenders for a senior unsecured credit facility, comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £500 million senior unsecured term loan facility (the "2022 Term Loan Facility" and, together with the 2022 Revolving Facility, collectively, the "2022 Credit Facilities"). The total debt issuance costs for the 2022 Revolving Facility and 2022 Term Loan Facility are $7 million and $1 million, respectively. We borrowed the full £500 million available under the 2022 Term Loan Facility, or approximately $677 million at the exchange rate in effect on that date.
The 2022 Credit Facilities have a maturity date of January 7, 2027. We may borrow, repay and reborrow amounts under the 2022 Revolving Facility until the Maturity Date, at which time all amounts outstanding under the 2022 Revolving Facility must be repaid in full. The term loan made under the 2022 Term Loan Facility has no scheduled principal amortization and must be repaid in full on the maturity date. The 2022 Revolving Facility provides for extensions of credit in U.S. Dollars as well as certain other foreign currencies. Borrowings under the 2022 Revolving Facility bear interest at a rate based on the daily Secured Overnight Financing Rate ("SOFR"), term SOFR, an alternative currency daily rate, or an alternative currency term rate plus a spread adjustment, plus a margin that can vary from 0.555% to 1.200%. Borrowings under the 2022 Term Loan Facility bear interest at a rate based on the daily Sterling Overnight Index Average ("SONIA"), plus a spread adjustment, plus a margin that can vary from 0.625% to 1.450%. We are also required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to SOFR-indexed borrowings under the revolving credit line. The margin is dependent on either our consolidated net leverage ratio or our credit ratings. We are also required to pay a quarterly facility fee ranging from 0.07% to 0.25% per annum. The 2022 Credit Agreement contains customary covenants, including financial ratio covenants that are required to be maintained as of each quarter end.
As of December 31, 2024 and 2023, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $625 million and $636 million, respectively.
As of December 31, 2024, we had 43 irrevocable letters of credit totaling $69 million issued and outstanding under the 2022 Revolving Facility, with approximately $3.9 billion remaining available to borrow under the 2022 Revolving Facility. As of December 31, 2024 and December 31, 2023, unamortized debt issuance costs for the 2022 Revolving Facility of $3 million and $5 million, respectively, were presented in other assets in the consolidated balance sheets.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Senior Notes
Our senior notes consisted of the following as of December 31 (in millions):
20242023
Senior NotesIssuance DateMaturity DateAmountEffective RateAmountEffective Rate
2.625% Senior Notes due 2024
November 2019November 2024$— — %$1,000 2.79 %
1.250% Senior Notes due 2025
June 2020July 2025500 1.46 %500 1.46 %
1.000% Senior Notes due 2025
October 2020September 2025700 1.18 %700 1.18 %
1.450% Senior Notes due 2026
May 2021May 2026700 1.64 %700 1.64 %
2.900% Senior Notes due 2026
November 2019November 2026600 3.04 %600 3.04 %
0.250% Euro Senior Notes due 2027
March 2021March 2027518 0.45 %552 0.45 %
1.800% Senior Notes due 2027
June 2020July 2027500 1.96 %500 1.96 %
1.550% Senior Notes due 2028
October 2020March 2028650 1.67 %650 1.67 %
2.000% Senior Notes due 2028
May 2021May 2028400 2.21 %400 2.21 %
2.875% Swiss Franc Senior Notes due 2028
September 2023September 2028331 3.05 %357 3.05 %
1.558% Swiss Franc Senior Notes due 2029
September 2024September 2029110 1.79 %— — %
3.200% Senior Notes due 2029
November 2019November 20291,200 3.30 %1,200 3.30 %
2.150% Senior Notes due 2030
June 2020July 20301,100 2.27 %1,100 2.27 %
3.250% Euro Senior Notes due 2031
November 2024March 2031673 3.46 %— — %
2.500% Senior Notes due 2031
May 2021May 20311,000 2.65 %1,000 2.65 %
3.900% Senior Notes due 2032
April 2022April 20321,200 4.07 %1,200 4.07 %
1.000% Euro Senior Notes due 2033
March 2021March 2033622 1.18 %662 1.18 %
3.650% Euro Senior Notes due 2033
September 2024September 2033622 3.78 %— — %
5.500% Senior Notes due 2034
May 2024June 2034750 5.74 %— — %
3.625% Euro Senior Notes due 2034
November 2024November 2034518 3.75 %— — %
2.000% Japanese Yen Series A Notes due 2035
March 2023March 2035239 2.07 %267 2.07 %
2.130% Japanese Yen Series C Notes due 2035
March 2023March 203594 2.20 %105 2.20 %
2.370% Japanese Yen Series B Notes due 2043
March 2023March 204365 2.42 %72 2.42 %
2.570% Japanese Yen Series D Notes due 2043
March 2023March 204329 2.62 %32 2.62 %
2.570% Japanese Yen Series E Notes due 2043
February 2023March 204364 2.62 %71 2.62 %
3.000% Senior Notes due 2050
June 2020July 2050500 3.09 %500 3.09 %
2.950% Senior Notes due 2051
October 2020September 2051500 3.00 %500 3.00 %
3.400% Senior Notes due 2052
May 2021February 2052500 3.50 %500 3.50 %
14,685 13,168 
Less amount representing unamortized debt discount and debt issuance cost(123)(108)
14,562 13,060 
Less current portion(1,199)(998)
$13,363 $12,062 
2.000% Japanese Yen Senior Notes Series A due 2035, 2.370% Japanese Yen Senior Notes Series B due 2043, 2.130% Japanese Yen Senior Notes Series C due 2035, 2.570% Japanese Yen Senior Notes Series D due 2043 and 2.570% Japanese Yen Senior Notes Series E due 2043 (collectively, the "Japanese Yen Senior Notes")
On February 16, 2023, we issued ¥10.0 billion, or approximately $75 million, at the exchange rate in effect on that date, aggregate principal amount of 2.570% senior notes due March 8, 2043.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On March 8, 2023, and at the exchange rate in effect on that date, we issued ¥37.7 billion, or approximately $275 million, aggregate principal amount of 2.000% senior notes due March 8, 2035, ¥10.2 billion, or approximately $75 million, aggregate principal amount of 2.370% senior notes due March 8, 2043, ¥14.8 billion, or approximately $108 million, aggregate principal amount of 2.130% senior notes due March 8, 2035 and ¥4.6 billion, or approximately $34 million, aggregate principal amount of 2.570% senior notes due March 8, 2043.
Interest on the notes is payable semi-annually in arrears on March 8 and September 8 of each year, commencing on September 8, 2023. Total debt issuance costs related to the Japanese Yen Senior Notes were $4 million.
2.875% Swiss Franc Senior Notes due 2028
On September 12, 2023, we issued CHF300 million, or approximately $337 million, at the exchange rate in effect on that date, aggregate principal amount of 2.875% senior notes due September 12, 2028 (the "2028 CHF Notes"). Interest on the notes is payable annually in arrears on September 12 of each year, commencing on September 12, 2024. Total debt issuance costs related to the 2028 CHF Notes were $3 million.
5.500% Senior Notes due 2034
On May 30, 2024, we issued $750 million aggregate principal amount of 5.500% senior notes due June 15, 2034 (the "2034 Notes"). Interest on the notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2024. Total debt discount and debt issuance costs related to the 2034 Notes were $14 million.
3.650% Euro Senior Notes due 2033
On September 3, 2024, we issued €600 million, or approximately $664 million, at the exchange rate in effect on that date, aggregate principal amount of 3.650% senior notes due September 3, 2033 (the "2033 Euro Notes"). Interest on the notes is payable annually in arrears on September 3 of each year, commencing on September 3, 2025. Total debt discount and debt issuance costs related to the 2033 Euro Notes were $6 million.
1.558% Swiss Franc Senior Notes due 2029
On September 4, 2024, we issued CHF100 million, or approximately $118 million, at the exchange rate in effect on that date, aggregate principal amount of 1.558% senior notes due September 4, 2029 (the "2029 CHF Notes"). Interest on the notes is payable annually in arrears on September 4 of each year, commencing on September 4, 2025. Total debt issuance costs related to the 2029 CHF Notes were insignificant.
3.250% Euro Senior Notes due 2031 and 3.625% Euro Senior Notes due 2034
On November 22, 2024, we issued €650 million, or approximately $706 million, at the exchange rate in effect on that date, aggregate principal amount of 3.250% senior notes due March 15, 2031 (the "2031 Euro Notes") and €500 million, or approximately $543 million, at the exchange rate in effect on that date, aggregate principal amount of 3.625% senior notes due November 22, 2034 (the "2034 Euro Notes"). Interest on the 2031 Euro Notes is payable annually in arrears on March 15 of each year, commencing on March 15, 2025. Interest on the 2034 Euro Notes is payable annually in arrears on November 22 of each year, commencing on November 22, 2025. Total debt discounts and debt issuance costs related to the 2031 and 2034 Euro Notes were $8 million and $6 million, respectively.
All of our senior notes are unsecured and rank equal in right of payment to our existing or future senior indebtedness and senior in right of payment to our existing and future subordinated indebtedness. Interest on the senior notes is paid semi-annually in arrears, with the exception of our Euro senior notes and Swiss Franc notes which are paid annually in arrears. The senior notes are effectively subordinated to all of the existing and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of our subsidiaries.
Each series of senior notes is governed by an indenture and a supplemental indenture, or a purchase agreement between us and a trustee or a note registrar. These supplemental indentures contain covenants that limit our ability and the ability of our subsidiaries to, among other things:
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
•incur liens;
•enter into sale-leaseback transactions; and
•merge or consolidate with any other person.
As of December 31, 2024, we are in compliance with all covenants. Subject to compliance with the limitations described above, we may issue an unlimited principal amount of additional notes at later dates under the same indenture as the senior notes.
We are not required to make any mandatory redemption with respect to the senior notes; however, upon the event of a change in control, we may be required to offer to purchase the senior notes.
Optional Redemption
With respect to the notes listed below, we may redeem at our election, at any time or from time to time, some or all of the notes of any series before they mature. The redemption price will equal the sum of (1) an amount equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date and (2) a make-whole premium. If the notes are redeemed on or after the date listed in the table below (the "First Par Call Date"), the redemption price will not include a make-whole premium for the applicable notes.
Senior Notes DescriptionFirst Par Call Date
1.250% Senior Notes due 2025
June 15, 2025
1.000% Senior Notes due 2025
August 15, 2025
1.450% Senior Notes due 2026
April 15, 2026
2.900% Senior Notes due 2026
September 18, 2026
0.250% Euro Senior Notes due 2027
January 15, 2027
1.800% Senior Notes due 2027
May 15, 2027
1.550% Senior Notes due 2028
January 15, 2028
2.000% Senior Notes due 2028
March 15, 2028
2.875% Swiss Franc Senior Notes due 2028
June 12, 2028
1.558% Swiss Franc Senior Notes due 2029
June 4, 2029
3.200% Senior Notes due 2029
August 18, 2029
2.150% Senior Notes due 2030
April 15, 2030
3.250% Euro Senior Notes due 2031
January 15, 2031
2.500% Senior Notes due 2031
February 15, 2031
3.900% Senior Notes due 2032
January 15, 2032
1.000% Euro Senior Notes due 2033
December 15, 2032
3.650% Euro Senior Notes due 2033
June 3, 2033
5.500% Senior Notes due 2034
March 15, 2034
3.625%% Euro Senior Notes due 2034
August 22, 2034
2.000% Japanese Yen Series A Notes due 2035
March 8, 2035
2.130% Japanese Yen Series C Notes due 2035
March 8, 2035
2.370% Japanese Yen Series B Notes due 2043
March 8, 2043
2.570% Japanese Yen Series D Notes due 2043
March 8, 2043
2.570% Japanese Yen Series E Notes due 2043
March 8, 2043
3.000% Senior Notes due 2050
January 15, 2050
2.950% Senior Notes due 2051
March 15, 2051
3.400% Senior Notes due 2052
August 15, 2051
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Maturities of Debt Instruments
The following table sets forth maturities of our debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs and debt discounts, as of December 31, 2024 (in millions):
Years ending:
20251,205 
20261,305 
20271,648 
20281,385 
20291,315 
Thereafter8,476 
$15,334 
Interest Charges
The following table sets forth total interest costs incurred, and total interest costs capitalized for the years ended December 31 (in millions):
202420232022
Interest expense$457 $402 $356 
Interest capitalized36 26 18 
Interest charges incurred$493 $428 $374 
Total interest paid in cash, net of capitalized interest, during the years ended December 31, 2024, 2023 and 2022 was $486 million, $445 million and $412 million, respectively.
11.    Stockholders' Equity
Our authorized share capital is 300,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 25,000,000 is designated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. As of December 31, 2024 and 2023, we had no preferred stock issued and outstanding.
Common Stock
In October 2020, we established an "at the market" equity offering program (the "2020 ATM Program"), under which we could, from time to time, offer and sell shares of our common stock to or through sales agents up to an aggregate of $1.5 billion. In February 2022, we entered into a forward sale amendment to the 2020 ATM Program, under which we could, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale transactions (the "Equity Forward Amendment"). In November 2022, we established a successor ATM program, also with substantially the same terms as the Equity Forward Amendment noted above, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $1.5 billion of our common stock to or through sales agents in "at the market" transactions (the "2022 ATM Program").
In October 2024, we established a program to succeed the 2022 ATM Program, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $2.0 billion of our common stock to or through sales agents in "at the market" transactions (the "2024 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Forward sale activity under the 2020, 2022 and 2024 ATM Programs is summarized as follows ($ in millions except per share data; shares in thousands):
Contractual Maturity DatesExecution Date
Number of Shares (1)
Weighted Average Price per Share (2)
Settlement Value (2)
Outstanding, December 31, 2022February 2023 to November 2023458 $657.75 $302 
Forward Sale Agreements ExecutedFebruary 2024 to December 2024May 2023 to December 20231,208 767.12 926 
Forward Sale Shares Physically SettledFebruary 2023 to March 2024February 2023 to November 2023(1,023)718.59 735 
Outstanding, December 31, 2023November 2024643 $776.23 $499 
Forward Sale Shares Physically SettledNovember 2024 to December 2024 September 2024(643)790.41 509 
Outstanding, December 31, 2024November 2024— $— $— 
(1)For agreements settled, the amount represents the actual number of shares issued. For agreements executed and outstanding, the amount represents the number of shares that we would issue upon physical settlement.
(2)For agreements settled, the value represents the actual weighted average settlement value, net of commissions and other offering expenses. For agreements executed and outstanding, the value represents the forward amount that we would receive upon physical settlement as of that date and will be subject to adjustments for a discount rate factor equal to a specified benchmark rate less a spread minus scheduled dividends during the terms of the agreements.
During the year ended December 31, 2024, we sold 569,382 shares on a spot basis under the 2022 ATM Program for approximately $467 million, net of commissions and other offering expenses, and we sold 755,298 shares on a spot basis under the 2024 ATM Program for approximately $697 million, net of commissions and other offering expenses.
As of December 31, 2024, we fully utilized the remaining common stock available for sale under the 2020 and 2022 ATM Programs and had approximately $1.3 billion of common stock available for sale under the 2024 ATM Program.
As of December 31, 2024, we had reserved the following authorized, but unissued shares of common stock for future issuances (in thousands):
Common stock options and restricted stock units3,290 
Common stock employee purchase plans2,197 
Total5,487 
Redeemable Non-controlling Interest
On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $25 million, which resulted in the third party investor owning a 25% interest in the entity.
The Indonesian operating entity is a VIE because it does not have sufficient funds from its operations to be self-sustaining. We provide certain management services to the entity and earn fees for the performance of such services. We have the power to direct the activities that most significantly impact the economic performance of the entity and have concluded that we are its primary beneficiary.
Under the terms of the shareholders’ agreement, the investor may put its 25% ownership stake in the entity to us for a maximum exercise price of $25 million, subject to certain contingent conditions. Accordingly, we present the investor’s contingently redeemable non-controlling interest ("NCI") outside of permanent equity at the higher of its maximum redemption amount of $25 million and its balance after attribution of gains and losses in the consolidated balance sheets. There were no changes in the carrying value of the redeemable NCI for the year ended December 31, 2024.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on the consolidated balance sheets as of December 31 (in millions):
Balance Sheet20242023
Cash and cash equivalents$16 $20 
Property, plant and equipment, net25 8 
Other5 2 
Total assets$46 $30 
Total liabilities$5 $3 
The income and losses attributable to us as well as to the redeemable NCI from the Indonesian VIE were insignificant for the year ended December 31, 2024 and 2023.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, by components are as follows (in millions):
December 31, 2021Net
Change		December 31, 2022Net
Change		December 31, 2023Net
Change		December 31, 2024
Foreign currency translation adjustment ("CTA") gain (loss)
$(1,068)$(770)$(1,838)$250 $(1,588)$(772)$(2,360)
Unrealized gain (loss) on cash flow hedges (1)
(6)40 34 (19)15 32 47 
Net investment hedge CTA gain (loss) (1)
(10)426 416 (132)284 295 579 
Net actuarial loss on defined benefit plans (2)
(1)— (1)— (1)— (1)
$(1,085)$(304)$(1,389)$99 $(1,290)$(445)$(1,735)
(1)Refer to Note 7 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
(2)We have two defined benefit pension plans covering all employees in two countries where such plans are mandated by law. We do not have any defined benefit plans in any other countries.
Changes in foreign currencies can have a significant impact to our consolidated balance sheets (as evidenced above in our cumulative foreign currency translation loss), as well as our consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. As of December 31, 2024, the U.S. dollar was generally stronger relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2023. Because of this, the U.S. dollar had an overall unfavorable impact on our consolidated financial position because the foreign denominations translated into fewer U.S. dollars as evidenced by an increase in foreign currency translation loss for the year ended December 31, 2024 as reflected in the above table. The volatility of the U.S. dollar as compared to the other currencies in which we operate could have a significant impact on our consolidated financial position and results of operations including the amount of revenue that we report in future periods.
Dividends
During the years ended December 31, 2024, 2023 and 2022, our Board of Directors declared quarterly dividends whose treatment for federal income tax purposes were as follows:
Declaration DateRecord DatePayment Date
Total Distribution (1)
Nonqualified Ordinary Dividend (2)
Total Distribution Amount
(per share)(in millions)
Fiscal 2024
2/14/20242/28/20243/20/2024$4.260000 $4.260000 $402 
5/8/20245/22/20246/19/20244.260000 4.260000 405 
8/7/20248/21/20249/18/20244.260000 4.260000 405 
10/30/202411/13/202412/11/20244.260000 4.260000 412 
Total
$17.040000 $17.040000 $1,624 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Fiscal 2023
2/15/20233/7/20233/22/2023$3.410000 $3.410000 $319 
5/3/20235/24/20236/21/20233.410000 3.410000 319 
8/2/20238/23/20239/20/20233.410000 3.410000 319 
10/25/202311/15/202312/13/20234.260000 4.260000 402 
Total
$14.490000 $14.490000 $1,359 
Fiscal 2022
2/16/20223/7/20223/23/2022$3.100000 $3.100000 $282 
4/27/20225/18/20226/15/20223.100000 3.100000 282 
7/27/20228/17/20229/21/20223.100000 3.100000 286 
11/2/202211/16/202212/14/20223.100000 3.100000 287 
Total
$12.400000 $12.400000 $1,137 
(1)Common stock dividends are characterized for federal income tax purposes as nonqualified ordinary dividend, qualified ordinary dividend, capital gains or return of capital. During the years ended December 31, 2024, 2023 and 2022, we did not classify any portion of the distributions as qualified ordinary dividend, capital gains or return of capital.
(2)All nonqualified ordinary dividends are eligible for the 20% deduction generally allowable to non-corporate shareholders under Internal Revenue Code Section 199A.
In addition, as of December 31, 2024, we recorded a short-term dividend payable of $16 million and a long-term dividend payable of $13 million related to RSUs that have not yet vested. As of December 31, 2023, we recorded a short-term dividend payable of $14 million and a long-term dividend payable of $12 million related to RSUs that have not yet vested.
12.    Stock-Based Compensation
Equity Compensation Plans
As of December 31, 2024, our equity compensation plans included:
•2004 Employee Stock Purchase Plan (the "2004 Purchase Plan"): The 2004 Purchase Plan permits eligible employees to purchase common stock on favorable terms via payroll deductions of up to 15% of the employee's cash compensation, subject to certain share and statutory dollar limits. Two overlapping offering periods commence during each calendar year, on each of February 15 and August 15 or such other periods or dates as determined by the Talent, Culture and Compensation Committee of the Board of Directors (the "Compensation Committee") from time to time, and the offering periods last up to 24 months with a purchase date every 6 months. The price of each share purchased is 85% of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per share of common stock on the purchase date.
•2020 Equity Incentive Plan: In 2020, both our Board of Directors and our stockholders approved the 2020 Equity Plan, which provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, RSAs, RSUs, other stock-based incentive awards, dividend equivalents, and cash-based incentive awards. The 2020 Equity Plan's awards may be granted to employees, non-employee members of the Board and consultants. Equity awards granted under the 2020 Equity Incentive Plan generally vest over four years. The maximum numbers of shares of our common stock available for issuance under the 2020 Equity Plan is equal to the sum of 4 million shares and the shares transferred from the 2000 Equity Incentive Plan.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Equity compensation plans are administered by the Compensation Committee, which may terminate or amend these plans, with approval of the stockholders as may be required by applicable law, at any time. As of December 31, 2024, shares reserved and available for issuance under the equity compensation plans were as follows (in thousands):
Shares reservedShares available for grant
2004 Purchase Plan5,392 2,197 
2020 Equity Incentive Plan3,290 1,858 
Employee Stock Purchase Plan
We provide the following disclosures for the 2004 Purchase Plan as of December 31 (shares in thousands):
202420232022
Weighted-average purchase price per share$626.35 $572.59 $568.29 
Weighted-average grant date fair value per award for shares purchased$204.93 $206.83 $202.61 
Number of shares purchased148 152 144 
We use the Black-Scholes option-pricing model to determine the fair value of shares under the 2004 Purchase Plan with the following assumptions during the years ended December 31:
202420232022
Range of dividend yield
1.98% - 2.10%
1.69% - 1.78%
1.48% - 1.55%
Range of risk-free interest rate
3.89% - 5.27%
4.57% - 5.30%
0.72% - 3.06%
Range of expected volatility
21.31% - 29.82%
26.02% - 34.93%
25.73% - 37.20%
Weighted-average expected volatility26.88 %30.48 %30.34 %
Weighted-average expected life (in years)1.171.061.06
Restricted Stock Units
Since 2008, we primarily grant RSUs to our employees, including executives and non-employee directors. We generally grant RSUs that have a service condition only or have both a service and performance condition. Each RSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of our common stock upon vesting. RSU activity is summarized as follows:
Number of Shares Outstanding (in thousands)Weighted Average Grant Date Fair Value per ShareWeighted Average Remaining Contractual Life (in years)
Aggregate Intrinsic Value (1) (in millions)
RSUs outstanding, December 31, 20211,358 $594.27 
RSUs granted912 661.43 
RSUs released, vested(669)576.62 
RSUs canceled(155)624.98 
RSUs outstanding, December 31, 20221,446 641.51 
RSUs granted991 699.07 
RSUs released, vested(681)644.90 
RSUs canceled(204)640.68 
RSUs outstanding, December 31, 20231,552 676.89 
RSUs granted842 884.10 
RSUs released, vested(688)714.66 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
RSUs canceled(274)738.15 
RSUs outstanding, December 31, 20241,432 $768.84 1.22$1,350 
(1)The intrinsic value is calculated based on the closing market value of the stock as of December 31, 2024.
The total fair value of RSUs vested and released during the years ended December 31, 2024, 2023 and 2022 was $594 million, $498 million and $462 million, respectively.
Stock-Based Compensation Expense
The following table presents, by operating expense, our stock-based compensation expense recognized in our consolidated statement of operations for the years ended December 31 (in millions):
202420232022
Cost of revenues$58 $48 $45 
Sales and marketing94 86 83 
General and administrative310 273 276 
Total$462 $407 $404 
Our stock-based compensation expense recognized in the consolidated statement of operations was comprised of the following types of equity awards for the years ended December 31 (in millions):
202420232022
RSUs$438 $387 $360 
RSAs— 2 10 
Employee stock purchase plan24 18 34 
Total$462 $407 $404 
During the years ended December 31, 2024, 2023 and 2022, we capitalized $77 million, $60 million and $46 million, respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.
As of December 31, 2024, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures, totaled $850 million, which is expected to be recognized over a weighted-average period of 2.17 years.
13.    Income Taxes
Income before income taxes is attributable to the following geographic locations for the years ended December 31 (in millions):
202420232022
Domestic $147 $278 $334 
Foreign 828 846 495 
Income before income taxes
$975 $1,124 $829 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The tax expenses for income taxes consisted of the following components for the years ended December 31 (in millions):
202420232022
Current:
Federal $1 $— $2 
State and local (3)— (1)
Foreign (189)(150)(83)
Subtotal
(191)(150)(82)
Deferred:
Federal — — (16)
State and local 2 — (5)
Foreign 28 (5)(21)
Subtotal
30 (5)(42)
Income tax expense
$(161)$(155)$(124)
State and foreign taxes not based on income are included in general and administrative expenses and the aggregate amounts were not significant for the years ended December 31, 2024, 2023 and 2022.
Income tax benefit (expenses) for the years ended December 31, 2024, 2023 and 2022 differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pre-tax income as a result of the following for the years ended December 31 (in millions):
2024
2023 (1)
2022 (1)
Federal tax at statutory rate $(205)$(236)$(174)
State and local tax expense(1)— (6)
Foreign income tax rate differential (12)(14)(12)
Non-deductible expenses (10)(6)(6)
Stock-based compensation expense (8)(9)(8)
Change in valuation allowance(72)(32)(59)
Foreign financing activities(2)(4)(6)
Uncertain tax positions reserve 11 21 45 
Tax adjustments related to REIT130 132 107 
Change in deferred tax adjustments1 (3)— 
Effect of tax rate change on deferred tax assets— (2)(3)
Other, net 7 (2)(2)
Total income tax expense
$(161)$(155)$(124)
(1)The prior year amounts presented in the table above have been reclassified to conform with the current year presentation, The rate reconciliation item 'Deferred tax assets generated in current year not benefited' has been grouped with 'Change in valuation allowance'.
Our accounting policy is to treat any tax on Global Intangible Low-Taxed Income ("GILTI") inclusions as a current period cost included in the tax expense in the year incurred. We estimate the GILTI inclusion provision will result in no material financial statement impact provided we satisfy our REIT distribution requirement with respect to the GILTI inclusions.
As a result of our conversion to a REIT effective January 1, 2015, it is no longer our intent to indefinitely reinvest undistributed foreign earnings. However, no deferred tax liability has been recognized to account for this change because the expected recovery of the basis difference will not result in material U.S. taxes in the post-REIT conversion periods due to the fact that the majority of our foreign subsidiaries are either QRSs or owned directly by our REIT and QRSs, and the foreign withholding tax effect would be immaterial. We continue to assess the foreign
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
withholding tax impact of our current policy and do not believe the distribution of our foreign earnings would trigger any significant foreign withholding taxes, as the majority of the foreign jurisdictions where we operate do not impose withholding taxes on dividend distributions to a corporate U.S. parent.
The types of temporary differences that give rise to significant portions of our deferred tax assets and liabilities are set out below as of December 31 (in millions):
20242023
Deferred tax assets:
Stock-based compensation expense $10 $9 
Net unrealized losses12 11 
Operating lease liabilities217 221 
Finance lease liabilities— 14 
Deferred revenue11 17 
Loss carryforwards and tax credits253 232 
Others, net25 7 
Gross deferred tax assets
528 511 
Valuation allowance (277)(221)
Total deferred tax assets, net 251 290 
Deferred tax liabilities:
Finance lease liabilities(13)— 
Property, plant and equipment(200)(253)
Right-of-use assets(220)(224)
Deferred income(5)(26)
Goodwill(17)(3)
Intangible assets (87)(116)
Total deferred tax liabilities
(542)(622)
Net deferred tax liabilities$(291)$(332)
The tax basis of REIT assets, excluding investments in TRSs, is greater than the amounts reported for such assets in the accompanying consolidated balance sheet by approximately $3.1 billion as of December 31, 2024.
Our accounting for deferred taxes involves weighing positive and negative evidence concerning the realizability of our deferred tax assets in each taxing jurisdiction. After considering evidence such as the nature, frequency and severity of current and cumulative financial reporting losses, the sources of future taxable income, taxable income in carryback years permitted by the tax laws and tax planning strategies, we concluded that valuation allowances were required in certain jurisdictions. The operations in most of the jurisdictions for which a valuation allowance has been established have a history of significant losses as of December 31, 2024. As such, we do not believe these operations have established a sustained history of profitability and that a valuation allowance is, therefore, necessary. We also provided a valuation allowance against certain gross deferred tax assets in certain taxing jurisdictions as these deferred tax assets are not expected to be realizable in the foreseeable future.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Changes in the valuation allowance for deferred tax assets for the years ended December 31 are as follows (in millions):
202420232022
Beginning balance $221 $167 $101 
Amounts from acquisitions
— 10 13 
Amounts recognized into income
6 (2)23 
Current increase57 44 37 
Impact of foreign currency exchange
(7)2 (7)
Ending balance $277 $221 $167 
Our net operating loss carryforwards for federal, state and foreign tax purposes which expire, if not utilized, at various intervals from 2025, are outlined below (in millions):
Expiration DateFederalState
Foreign (1) (2)
Total
2025$1 $— $8 $9 
2026 to 20282 — 50 52 
2029 to 2031— — 26 26 
2032 to 2034— — 49 49 
2035 to 20373 — 20 23 
2038 to 2040— 4 55 59 
Thereafter239 92 570 901 
$245 $96 $778 $1,119 
(1)In certain jurisdictions, the net operating loss carryforwards can only be used to offset a percentage of taxable income in a given year.
(2)If certain substantial changes in the entity's ownership occur, there may be a limitation on the amount of the carryforwards that can be utilized.
As of December 31, 2024, we had tax credit carryforwards of $6 million, which expire if not utilized, from 2025 to 2031. We also had capital losses of $7 million, which can be carried forward indefinitely.
The beginning and ending balances of our unrecognized tax benefits are reconciled below for the years ended December 31 (in millions):
202420232022
Beginning balance$70 $89 $148 
Gross increases related to prior year tax positions
— 3 1 
Gross decreases related to prior year tax positions
(12)(17)(43)
Gross increases related to current year tax positions
7 5 7 
Decreases resulting from expiration of statute of limitation
(7)(10)(12)
Decreases resulting from settlements
(1)— (12)
Ending balance$57 $70 $89 
We recognize interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations. We accrued $5 million, $7 million, and $7 million for interest and penalties as of December 31, 2024, 2023 and 2022, respectively.
The unrecognized tax benefits of $57 million as of December 31, 2024, if subsequently recognized, will affect our effective tax rate favorably at the time when such a benefit is recognized.
Due to various tax years open for examination and the ongoing tax audits and inquiries by the tax authorities in different jurisdictions, it is reasonably possible that the balance of unrecognized tax benefits could significantly
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
increase or decrease over the next 12 months as we may be subject to additional examinations by the tax authorities, conclude tax settlements or experience a lapse in a statute of limitations. We are currently unable to estimate the range of possible adjustments to the balance of unrecognized tax benefits.
In general, our income tax returns for the years from 2021 through the current year remain open to examination by federal and state taxing authorities. In addition, our tax years of 2018 through the current year remain open and subject to examination by local tax authorities in certain foreign jurisdictions in which we have major operations.
14.    Commitments and Contingencies
Purchase Commitments
As a result of our various IBX data center expansion projects, as of December 31, 2024, we were contractually committed for approximately $2.9 billion of unaccrued capital expenditures, primarily for IBX infrastructure equipment not yet delivered and labor not yet provided, in connection with the work necessary to open these IBX data centers and make them available to our customers for installation. We also had numerous other, non-capital purchase commitments in place as of December 31, 2024, such as commitments to purchase power in select locations through 2025 and thereafter, and other open purchase orders for goods or services to be delivered or provided during 2025 and thereafter. Such other miscellaneous purchase commitments totaled approximately $2.1 billion as of December 31, 2024. For further information on our equity method investment commitments and lease commitments, see Note 5 and Note 9, respectively, above.
Contingent Liabilities
We estimate our exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination. With respect to real and personal property taxes, we record what we can reasonably estimate based on prior payment history, assessed value by the assessor's office, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are circumstances beyond our control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a landlord selling the underlying property of one of our IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result, our property tax obligations may vary from period to period. Based upon the most current facts and circumstances, we make the necessary property tax accruals for each of our reporting periods. However, revisions in our estimates of the potential or actual liability could materially impact our financial position, results of operations or cash flows.
Our indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of further changes to the tax laws and interpretations thereof. For example, we are currently undergoing several indirect tax audits and appealing tentative assessments in Brazil and Loudoun County, Virginia. The final settlement of the audits and the outcomes of the appeals are uncertain and may not be resolved in our favor. We regularly assess the likelihood of adverse outcomes resulting from these examinations and appeals that would affect the adequacy of our tax accruals for each of the reporting periods. If any issues arising from the tax examinations and appeals are resolved in a manner inconsistent with our expectations, the revision of the estimates of the potential or actual liabilities could materially impact our financial position, results of operations, or cash flows.
We are and may continue to be party to certain legal and regulatory proceedings with respect to various matters. We evaluate the likelihood of an unfavorable outcome of all legal and regulatory proceedings to which we are a party. Contingent liabilities are accrued when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. These judgments are subjective based on the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and external legal counsel. Loss contingencies are generally recorded in other current liabilities in the consolidated balance sheets and legal costs are expensed as incurred and are recorded in general and administrative expenses in the consolidated statement of operations.
On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California. On April 30, 2024, the Company received a subpoena from the Securities and Exchange Commission. The Company is cooperating fully with both government agencies.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit seeks, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We filed a motion to dismiss the lawsuit on October 10, 2024. The motion was granted in part on January 6, 2025. We intend to continue to defend the lawsuit.
These matters are subject to uncertainties, and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters.
In the opinion of management, there are no other pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows.
Employment Agreements
We have entered into a severance agreement with certain of our executive officers that provides for a severance payment equal to 100% of the executive officer's annual base salary and maximum bonus in the event his or her employment is terminated for any reason other than cause or he or she voluntarily resigns under certain circumstances as described in the agreement, or 200% of the executive officer's annual base salary and maximum bonus in the event this occurs after a change-in-control of our company. For certain other executive officers, these benefits are only triggered after a change-in-control of our company, in which case the officer is entitled to 200% of the executive officer's annual base salary and maximum bonus. In addition, under these agreements, the executive officer is entitled to the payment of his or her monthly health care premiums under the Consolidated Omnibus Budget Reconciliation Act for up to 24 months.
Indemnification and Guarantor Arrangements
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of December 31, 2024.
We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we may agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally a business partner or a customer, in connection with matters such as any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our offerings; a breach of confidentiality obligations and certain other contractual warranties; our gross negligence, willful misconduct, fraud, misrepresentation, or violation of law; and/or if we cause tangible property damage, personal injury or death. The term of any such indemnification agreement is generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of December 31, 2024.
We enter into arrangements with certain business partners, whereby the business partner agrees to provide services as a subcontractor for our installations. Accordingly, we enter into standard indemnification agreements with our customers, whereby we indemnify them for certain acts, such as personal property damage, by our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a
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result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of December 31, 2024.
We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX data centers, whether or not within our control, could result in obligations to these customers. While we have purchased insurance that could limit our exposure, our liability insurance may not be adequate to cover those expenses. In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence our customers have in us, and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results. We generally have the ability to determine such service level credits prior to the associated revenue being recognized. We do not have significant liabilities in connection with service level credits as of December 31, 2024.
Concurrent with the closing of the EMEA 2 Joint Venture, the EMEA 2 Joint Venture entered into credit facility agreements with a group of lenders under which it could borrow up to approximately $1.3 billion in total at the exchange rate in effect on December 31, 2024, with such facilities maturing in 2025 and 2026. In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with guarantees covering 20% of all payments of principal and interest due and payable by the EMEA 2 Joint Venture under these credit facilities, up to a limit of $283 million in total at the exchange rate in effect on December 31, 2024. As of December 31, 2024, the maximum potential amount of our future payments under these guarantees was approximately $246 million, at the exchange rates in effect on that date. We and our co-investor entered into an ancillary agreement to allocate funding under the credit facility agreement for use by our AMER 1 Joint Venture. As of December 31, 2024, $9 million of the guarantees related to the AMER 1 Joint Venture. Our estimated fair value of these guarantees is minimal as the likelihood of making a payout under the guarantees is remote.
15.    Related Party Transactions
Joint Venture Related Party Transactions
Concurrent with the closing of the AMER 2 Joint Venture, we entered into a loan agreement (the "AMER 2 Loan") with the AMER 2 Joint Venture, as a lender, with a maximum commitment of $392 million and a maturity date of April 10, 2028. We received an upfront fee of $4 million in connection with the origination of the loan, and earn interest at a contractual rate of 10% per annum on the drawn portion plus an unused commitment fee of 0.75% per annum on the undrawn portion, each payable quarterly. The term of the loan may be extended at the option of the borrower for one additional year subject to an extension fee, and may be prepaid subject to a penalty if such prepayment occurs within the first 18 months of issuance. The AMER 2 Loan is secured by the assets of the AMER 2 Joint Venture, including the SV12 data center site. The equity partners of the AMER 2 Joint Venture have provided limited guarantees in connection with the AMER 2 Loan, which require payments to the lender proportionately upon certain occurrences, such as a shortfall in capital necessary to complete construction or to make interest payments. Additionally, the equity partners may be liable for repayment of up to the entire debt balance upon the occurrence of certain adverse acts such as a non-permitted transfer of the SV12 data center site. The AMER 2 Loan was negotiated at arm's length. We have assessed the credit risk associated with the AMER 2 Loan to be low and the allowance for credit loss as of December 31, 2024 is insignificant. The maximum amount of credit loss we are exposed to is the outstanding principal, plus accrued interest and unused commitment fees. As of December 31, 2024, the total amount outstanding under the AMER 2 Loan, net of the unamortized upfront fee, was $258 million. Additional amounts may be drawn down by the borrower periodically as needed for the continuation of development and other working capital needs.
We have lease arrangements and provide various services to the EMEA 1 Joint Venture and the VIE Joint Ventures (collectively, the "Joint Ventures") through multiple agreements, including sales and marketing, development management, facilities management, asset management and procurement service agreements. These transactions are generally considered to have been negotiated at arm's length.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the income and expenses from these arrangements with the Joint Ventures in our consolidated statements of operations (in millions):
Years Ended December 31,
Related PartyNature of Transaction202420232022
EMEA 1 Joint VentureIncome$27 $29 $39 
EMEA 1 Joint Venture
Expenses (1)
16 18 8 
VIE Joint Ventures (2)
Income (3)
257 107 40 
(1)Primarily consists of rent expenses for a sub-lease agreement with the EMEA 1 Joint Venture for a London data center with a remaining lease term of approximately 15-years as of December 31, 2024.
(2)Expenses from transactions with VIE Joint Ventures were insignificant for the years ended December 31, 2024, 2023 and 2022.
(3)Primarily consists of revenues related to lease and services arrangements as described above and also includes interest income earned on the AMER 2 Loan for the year ended December 31, 2024 of $17 million.
We have also sold certain data center facilities to our Joint Ventures and recognized gains or losses on asset sales as described in Note 5.
The following table presents the assets and liabilities from related party transactions with the Joint Ventures in our consolidated balance sheets (in millions):
EMEA 1 Joint VentureVIE Joint Ventures
As of December 31,As of December 31,
Balance Sheet2024202320242023
Accounts receivable, net$4 $19 $50 $23 
Other current assets (1)
19 19 128 43 
Property, plant and equipment, net (2)
145 97 74 72 
Operating lease right-of-use assets2 2 2 2 
Other assets (3)
— — 302 21 
Other current liabilities5 9 10 6 
Finance lease liabilities164 111 78 75 
Operating lease liabilities2 2 2 2 
Other liabilities (4)
48 50 11 — 
(1)The balance primarily relates to contract assets and other receivables.
(2)The balance relates to finance lease right-of-use assets.
(3)As of December 31, 2024, the balance primarily relates to the AMER 2 Loan receivable. As of December 31, 2023, the balance primarily relates to contract assets and other receivables.
(4)The balance primarily relates to the obligation to pay for future construction for certain sites sold as a part of the EMEA 1 Joint Venture transaction.
Other Related Party Transactions
We have several significant stockholders and other related parties that are also customers and/or vendors. Our other related party transaction activity was as follows (in millions):
Years ended December 31,
202420232022
Revenues$218 $310 $236 
Costs and services18 38 59 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of December 31,
20242023
Accounts receivable, net$15 $33 
Accounts payable4 — 
16.    Restructuring and Other Exit Activities
Q4 2024 Restructuring Plan
In November 2024, we initiated a restructuring plan to realign the organization and enable further investment in key priority areas (the "Q4 2024 Restructuring Plan"), resulting in costs of $27 million being incurred during the year ended December 31, 2024. The activities under the Q4 2024 Restructuring Plan were substantially completed by December 31, 2024.
Equinix Metal Wind Down
In November 2024, we announced the decision to make Equinix Metal no longer commercially available as a product and to wind down operations that support this product by June 2026 (the "Equinix Metal Wind Down"). As a result of the Equinix Metal Wind Down, we expect to incur costs of approximately $10 million to $14 million, with $4 million of these costs incurred during the year ended December 31, 2024. We expect substantially all costs under this plan to be incurred and paid by the end of the fourth quarter of 2026. The actual amounts and timing of incremental costs and cash payments may differ from these estimates should we make further decisions which impact the execution of these activities. In addition, we recorded an impairment charge of $160 million associated with the Equinix Metal Wind Down during the year ended December 31, 2024, as described in Note 17.
The following table summarizes costs incurred under the Q4 2024 Restructuring Plan and the Equinix Metal Wind Down, which are included in restructuring charges in our Consolidated Statements of Operations, during the year ended December 31, 2024 (in millions):
Nature of expenseQ4 2024 Restructuring PlanEquinix Metal Wind Down
Total (1)
Severance and other employee costs$19 $4 $23 
Stock-based compensation expense3 — 3 
Other exit costs5 — 5 
Total$27 $4 $31 
(1)Total restructuring charges were incurred in each of our three regions with $21 million in the Americas, $6 million in EMEA and $4 million in Asia-Pacific.
The following table summarizes the activity in our restructuring accrual, included in other current liabilities in our Consolidated Balance Sheets, for the year ended December 31, 2024 (in millions):
Q4 2024 Restructuring PlanEquinix Metal Wind DownTotal
Beginning balance$— $— $— 
Charges (1)
24 4 28 
Cash payments(11)(2)(13)
Ending balance$13 $2 $15 
(1)Excludes stock-based compensation expense which represents non-cash transactions.
We had no restructuring activity during the years ended December 31, 2023 and 2022.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
17.    Impairment Charges
Equinix Metal Wind Down
During the fourth quarter of 2024, we identified an indicator that certain assets supporting the sale of our Equinix Metal products may be impaired due to the Equinix Metal Wind Down as described in Note 16. We evaluated the fair value of the asset group, which consisted primarily of hardware, internal-use software, and customer relationships, by determining the fair value in exchange for each class of assets and determined that the carrying amount exceeded the fair value. The significant inputs and assumptions used in the estimate of fair value include broker estimates and liquidation value assumptions. These measurements were classified within Level 3 of the fair value hierarchy as they are not observable. We recorded impairment charges of $131 million and $29 million on property, plant and equipment and intangible assets, respectively, during the fourth quarter of 2024. These impairment charges were recorded in each of our three regions with $127 million in the Americas, $19 million in EMEA and $14 million in Asia-Pacific.
Hong Kong IBX
During the fourth quarter of 2024, we identified an indicator that an IBX asset group in the Asia-Pacific region may be impaired due to current and projected future losses at the site. We evaluated the fair value of the asset group, which consisted primarily of operating lease right-of-use assets, leasehold improvements, and personal property, and determined that the carrying amount exceeded the fair value. The fair value of the right-of-use assets were determined using the income approach. The significant inputs and assumptions used in the estimates of fair value include market rent and sublease rental adjustments. The fair values of the leasehold improvements and personal property were determined based on their fair values in exchange. The significant inputs and assumptions used in the estimate of fair value include broker estimates and liquidation value assumptions. These measurements were classified within Level 3 of the fair value hierarchy as they are not observable. We recorded impairment charges of $38 million and $35 million on operating lease right-of-use assets and property, plant and equipment, respectively, in the Asia-Pacific region during the fourth quarter of 2024.
18.    Segment Information
While we have one primary line of business, which is the design, build-out and operation of IBX data centers, we have determined that we have three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Each of our three reportable segments are managed by regional presidents and require unique strategies due to the varying microeconomic and macroeconomic conditions within each region. Our chief executive officer is our chief operating decision maker and evaluates performance, makes operating decisions and allocates resources primarily based on our revenues and adjusted EBITDA, both on a consolidated basis and for these three reportable segments. Intercompany transactions between segments are excluded for management reporting purposes.
We define adjusted EBITDA, our measure of segment profit or loss, as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs and gain or loss on asset sales. The accounting policies of the three segments are the same as those described in the summary of significant accounting policies, except that segment expenses exclude depreciation, amortization and accretion expense and stock-based compensation expense, consistent with the definition of adjusted EBITDA.
The following tables present segment information, including revenue information disaggregated by product lines and segment adjusted EBITDA, and a reconciliation to total consolidated income before income taxes (in millions):
Year Ended December 31, 2024
Americas EMEAAsia-PacificTotal
Colocation (1)
$2,474 $2,235 $1,349 $6,058 
Interconnection885 340 294 1,519 
Managed infrastructure261 138 68 467 
Other (1)
27 99 14 140 
Recurring revenues3,647 2,812 1,725 8,184 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Non-recurring revenues215 155 194 564 
Total revenues (2)
$3,862 $2,967 $1,919 $8,748 
Less:
Segment cost of revenues1,158 1,190 635 2,983 
Other segment items (3)
995 399 274 1,668 
Segment adjusted EBITDA1,709 1,378 1,010 4,097 
Reconciliation to income before income taxes:
Depreciation, amortization and accretion expense(2,011)
Stock-based compensation expense(462)
Transaction costs(50)
Restructuring charges(31)
Impairment charges(233)
Gain on asset sales18 
Interest income137 
Interest expense(457)
Other expense(17)
Loss on debt extinguishment(16)
Income before income taxes$975 
(1)    Includes some leasing and hedging activities.
(2)    Total revenues attributed to the U.S. were $3.3 billion. There was no other country from which we derived revenues that exceeded 10% of our total revenues and no single customer accounted for 10% or greater of our accounts receivable or revenues as at or for the year ended December 31, 2024.
(3)    Other segment items for each reportable segment are comprised of general and administrative and sales and marketing expenses, excluding stock-based compensation expense and depreciation, amortization and accretion expense.
Year Ended December 31, 2023
Americas EMEAAsia-PacificTotal
Colocation (1)
$2,364 $2,112 $1,289 $5,765 
Interconnection821 308 266 1,395 
Managed infrastructure250 130 72 452 
Other (1)
22 98 13 133 
Recurring revenues3,457 2,648 1,640 7,745 
Non-recurring revenues160 190 93 443 
Total revenues (2)
$3,617 $2,838 $1,733 $8,188 
Less:
Segment cost of revenues1,047 1,199 624 2,870 
Other segment items (3)
956 388 272 1,616 
Segment adjusted EBITDA1,614 1,251 837 3,702 
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Reconciliation to income before income taxes:
Depreciation, amortization and accretion expense(1,844)
Stock-based compensation expense(407)
Transaction costs(13)
Gain on asset sales5 
Interest income94 
Interest expense(402)
Other expense(11)
Income before income taxes$1,124 
(1)    Includes some leasing and hedging activities.
(2)    Total revenues attributed to the U.S. and the United Kingdom were $3.1 billion and $822 million, respectively. There was no other country from which we derived revenues that exceeded 10% of our total revenues and no single customer accounted for 10% or greater of our accounts receivable or revenues as at or for the year ended December 31, 2023.
(3)    Other segment items for each reportable segment are comprised of general and administrative and sales and marketing expenses, excluding stock-based compensation expense and depreciation, amortization and accretion expense.
Year Ended December 31, 2022
Americas EMEAAsia-PacificTotal
Colocation (1)
$2,188 $1,744 $1,151 $5,083 
Interconnection756 268 244 1,268 
Managed infrastructure218 119 78 415 
Other (1)
21 75 9 105 
Recurring revenues3,183 2,206 1,482 6,871 
Non-recurring revenues166 136 90 392 
Total revenues (2)
$3,349 $2,342 $1,572 $7,263 
Less:
Segment cost of revenues994 866 574 2,434 
Other segment items (3)
833 368 258 1,459 
Segment adjusted EBITDA1,522 1,108 740 3,370 
Reconciliation to income before income taxes:
Depreciation, amortization and accretion expense(1,740)
Stock-based compensation expense(404)
Transaction costs(22)
Loss on asset sales(4)
Interest income36 
Interest expense(356)
Other expense(51)
Income before income taxes$829 
(1)    Includes some leasing and hedging activities.
(2)    Total revenues attributed to the U.S. were $2.9 billion. There was no other country from which we derived revenues that exceeded 10% of our total revenues and no single customer accounted for 10% or greater of our accounts receivable or revenues as at or for the year ended December 31, 2022.
(3)    Other segment items for each reportable segment are comprised of general and administrative and sales and marketing expenses, excluding stock-based compensation expense and depreciation, amortization and accretion expense.
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EQUINIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
We provide the following additional segment disclosures for the years ended December 31 (in millions):
202420232022
Depreciation and amortization:
Americas
$1,119 $1,001 $933 
EMEA
530 501 458 
Asia-Pacific
360 343 346 
Total$2,009 $1,845 $1,737 
Capital expenditures:
Americas
$1,838 $1,627 $1,139 
EMEA
808 717 751 
Asia-Pacific
420 437 388 
Total$3,066 $2,781 $2,278 
Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, were located in the following geographic regions as of December 31 (in millions):
Property, plant and equipment, netOperating lease right-of-use assets
2024202320242023
Americas (1)
$9,193 $8,611 $389 $421 
EMEA6,405 6,321 398 368 
Asia-Pacific3,651 3,669 632 660 
Total$19,249 $18,601 $1,419 $1,449 
(1)Property, plant and equipment, net of $7.2 billion and $6.7 billion and operating lease right-of-use assets of $368 million and $398 million were located in the U.S. as of December 31, 2024 and 2023, respectively.
19.    Subsequent Events
Declaration of dividends
On February 12, 2025, we declared a quarterly cash dividend of $4.69 per share, which is payable on March 19, 2025 to our common stockholders of record as of the close of business on February 26, 2025.
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EQUINIX, INC.
Schedule III - Schedule of Real Estate and Accumulated Depreciation
As of December 31, 2024
(in millions)
Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
Americas:
AT1 ATLANTA (METRO)$—$—$—$—$309$—$309$(116)2010
AT4 ATLANTA (METRO)—520—31551(21)2017
BG1 BOGOTÁ (METRO), COLOMBIA——9111120(8)2017
BG2 BOGOTÁ (METRO), COLOMBIA—4——46446(3)2021
BO2 BOSTON (METRO)—330(1)44274(25)2017
CH1 CHICAGO (METRO)————122—122(90)1999
CH2 CHICAGO (METRO)————90—90(37)2005
CH3 CHICAGO (METRO)—10——35710357(184)2006
CH4 CHICAGO (METRO)————148—148(32)2009
CH7 CHICAGO (METRO)—111—11122(9)2017
CL1 CALGARY (METRO), CANADA——12—6—18(9)2020
CL2 CALGARY (METRO), CANADA——14—3—17(9)2020
CL3 CALGARY (METRO), CANADA—769—557124(25)2020
CU1 CULPEPER (METRO)—138—7145(24)2017
CU2 CULPEPER (METRO)—148—17165(30)2017
CU3 CULPEPER (METRO)—137—16153(23)2017
CU4 CULPEPER (METRO)—128—39167(22)2017
DA1 DALLAS (METRO)————74—74(45)2000
DA2 DALLAS (METRO)————84—84(43)2010
DA3 DALLAS (METRO)————103—103(53)2010
DA4 DALLAS (METRO)————18—18(13)2010
DA6 DALLAS (METRO)——21—191—212(76)2012
DA7 DALLAS (METRO)————33—33(25)2015
DA9 DALLAS (METRO)—115—9124(11)2017
DA11 DALLAS (METRO)———6944069440(48)2018
INFOMART BUILDING DALLAS (METRO)—2433843428372(74)2018
DC1 WASHINGTON, D.C. (METRO)————6—6(4)1999
DC2 WASHINGTON, D.C. (METRO)———51915191(101)1999
DC3 WASHINGTON, D.C. (METRO)——37—57—94(62)2004
DC4 WASHINGTON, D.C. (METRO)—27—42249(30)2005
DC5 WASHINGTON, D.C. (METRO)—15—47152(29)2005
DC6 WASHINGTON, D.C. (METRO)—15—951100(67)2005
DC7 WASHINGTON, D.C. (METRO)————18—18(17)2010
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Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
DC10 WASHINGTON, D.C. (METRO)——45—65—110(101)2011
DC11 WASHINGTON, D.C. (METRO)—15—1891194(98)2005
DC12 WASHINGTON, D.C. (METRO)——102—84—186(66)2017
DC13 WASHINGTON, D.C. (METRO)—625—29654(23)2017
DC14 WASHINGTON, D.C. (METRO)—334—19353(21)2017
DC15 WASHINGTON, D.C. (METRO)—2—22104210(45)2018
DC16 WASHINGTON, D.C. (METRO)————341—341(11)2022
DC21 WASHINGTON, D.C. (METRO)—2——3242324(37)2019
DC97 WASHINGTON, D.C. (METRO)——2—3—5(2)2017
DE1 DENVER (METRO)————11—11(9)2010
DE2 DENVER (METRO)—523—37560(27)2017
HO1 HOUSTON (METRO)—124—38162(25)2017
KA1 KAMLOOPS (METRO), CANADA—347—27374(15)2020
LA1 LOS ANGELES (METRO)————112—112(88)1999
LA2 LOS ANGELES (METRO)————11—11(10)2000
LA3 LOS ANGELES (METRO)——35422457(52)2005
LA4 LOS ANGELES (METRO)—19138—6319201(105)2009
LA7 LOS ANGELES (METRO)—834—58892(29)2017
LM1 LIMA (METRO), PERU—59—5514(2)2022
MI1 MIAMI (METRO)—19127—21819345(120)2017
MI2 MIAMI (METRO)————22—22(18)2010
MI3 MIAMI (METRO)————35—35(27)2012
MI6 MIAMI (METRO)—523—14537(17)2017
MO1 MONTERREY (METRO), MEXICO——3—12—15(4)2020
MT1 MONTREAL (METRO), CANADA ——77347234149(31)2020
MT2 MONTREAL (METRO), CANADA—358—37395(13)2022
MX1 MEXICO CITY (METRO), MEXICO—154—531107(22)2020
MX2 MEXICO CITY (METRO), MEXICO—116—1181134(14)2020
NY1 NEW YORK (METRO)————75—75(56)1999
NY2 NEW YORK (METRO)———1820918209(144)2000
NY3 NEW YORK (METRO)———3839138391(15)2022
NY4 NEW YORK (METRO)————387—387(243)2006
NY5 NEW YORK (METRO)————324—324(139)2010
NY6 NEW YORK (METRO)————104—104(34)2010
NY7 NEW YORK (METRO)——25—149—174(141)2010
NY9 NEW YORK (METRO)————59—59(32)2010
NY11 NEW YORK (METRO)—259—1412200(44)2017
NY13 NEW YORK (METRO)——3287839(25)2017
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Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
OT1 OTTAWA (METRO), CANADA—139—3142(11)2020
PH1 PHILADELPHIA (METRO)————45—45(28)2010
RJ1 RIO DE JANEIRO (METRO), BRAZIL————20—20(16)2011
RJ2 RIO DE JANEIRO (METRO), BRAZIL——2185187(31)2012
RJ3 RIO DE JANEIRO (METRO), BRAZIL—549——549—2018
SE2 SEATTLE (METRO)————31—31(28)2010
SE3 SEATTLE (METRO)——2—102—104(83)2011
SE4 SEATTLE (METRO)—413—85498(23)2017
SJ1 SAINT JOHN (METRO), CANADA——14—2—16(4)2020
SP1 SÃO PAULO (METRO), BRAZIL——10—24—34(23)2011
SP2 SÃO PAULO (METRO), BRAZIL———348348(34)2011
SP3 SÃO PAULO (METRO), BRAZIL—773—1727245(72)2017
SP4 SÃO PAULO (METRO), BRAZIL——226926114(35)2017
ST1 SANTIAGO (METRO), CHILE—225—13238(6)2022
ST2 SANTIAGO (METRO), CHILE—212—38250(3)2022
ST3 SANTIAGO (METRO), CHILE—110—9119(4)2022
ST4 SANTIAGO (METRO), CHILE——5—7—12(2)2022
SV1 SILICON VALLEY (METRO)———1615316153(113)1999
SV2 SILICON VALLEY (METRO)————161—161(120)2003
SV3 SILICON VALLEY (METRO)————82—82(51)1999
SV4 SILICON VALLEY (METRO)————113—113(43)2005
SV5 SILICON VALLEY (METRO)—699—1096208(118)2010
SV8 SILICON VALLEY (METRO)————158—158(61)2010
SV10 SILICON VALLEY (METRO)—13124—9713221(75)2017
SV11 SILICON VALLEY (METRO)————235—235(28)2019
SV14 SILICON VALLEY (METRO)—46—4410(5)2017
SV15 SILICON VALLEY (METRO)—823—7830(15)2017
SV16 SILICON VALLEY (METRO)—415—4419(10)2017
SV17 SILICON VALLEY (METRO)——17—3—20(19)2017
TR1 TORONTO (METRO), CANADA————81—81(39)2010
TR2 TORONTO (METRO), CANADA——219414594166(50)2015
TR4 TORONTO (METRO), CANADA——14—4—18(14)2020
TR5 MARKHAM (METRO), CANADA——25—2—27(14)2020
TR6 BRAMPTON (METRO), CANADA—95929711156(15)2020
TR7 BRAMPTON (METRO), CANADA—972—289100(29)2020
VA1 BURNABY (METRO), CANADA——5—6—11(5)2020
WI1 WINNIPEG (METRO), CANADA——57—6—63(8)2020
OTHERS (6)
—8755154337241392(70)Various
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Table of Contents
Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
EMEA:
AB1 ABIDJAN (METRO), CÔTE D'IVOIRE——1—5—6(1)2022
AC1 ACCRA (METRO), GHANA——1—7—8(2)2022
AD1 ABU DHABI (METRO), UNITED ARAB EMIRATES————76—76(34)2017
AM1 AMSTERDAM (METRO), THE NETHERLANDS————85—85(53)2008
AM2 AMSTERDAM (METRO), THE NETHERLANDS————78—78(39)2008
AM3 AMSTERDAM (METRO), THE NETHERLANDS——27—121—148(79)2011
AM4 AMSTERDAM (METRO), THE NETHERLANDS————206—206(64)2016
AM5 AMSTERDAM (METRO), THE NETHERLANDS——92—8—100(46)2016
AM6 AMSTERDAM (METRO), THE NETHERLANDS—751—917142(50)2016
AM7 AMSTERDAM (METRO), THE NETHERLANDS——731533160(49)2016
AM8 AMSTERDAM (METRO), THE NETHERLANDS————12—12(8)2016
AM11 AMSTERDAM (METRO), THE NETHERLANDS——6—13—19(7)2019
BA1 BARCELONA (METRO), SPAIN——9—28—37(25)2017
BA2 BARCELONA (METRO), SPAIN—852——852—2021
BX1 BORDEAUX (METRO), FRANCE—24—95299(6)2020
DB1 DUBLIN (METRO), IRELAND———325325(6)2016
DB2 DUBLIN (METRO), IRELAND——12121133(16)2016
DB3 DUBLIN (METRO), IRELAND—354—25379(35)2016
DB4 DUBLIN (METRO), IRELAND——27720747(16)2016
DU1 DÜSSELDORF (METRO), GERMANY———734734(19)2000
DX1 DUBAI (METRO), UNITED ARAB EMIRATES————96—96(66)2008
DX2 DUBAI (METRO), UNITED ARAB EMIRATES————1—1(1)2017
DX3 DUBAI (METRO), UNITED ARAB EMIRATES—7——74774(5)2020
EN1 ENSCHEDE (METRO), THE NETHERLANDS————39—39(25)2008
FR2 FRANKFURT (METRO), GERMANY———1758217582(207)2007
FR4 FRANKFURT (METRO), GERMANY—119—10211111(51)2009
FR5 FRANKFURT (METRO), GERMANY30——1325213252(82)2012
FR6 FRANKFURT (METRO), GERMANY————133—133(54)2016
FR7 FRANKFURT (METRO), GERMANY——44—47—91(47)2016
FR8 FRANKFURT (METRO), GERMANY—1958—17219230(17)2020
F-64

Table of Contents
Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
FR13 FRANKFURT (METRO), GERMANY————105—105(5)2021
GN1 GENOA (METRO), ITALY——2—20—22(2)2020
GV1 GENEVA (METRO), SWITZERLAND————27—27(16)2004
GV2 GENEVA (METRO), SWITZERLAND————83—83(33)2009
HE3 HELSINKI (METRO), FINLAND————16—16(11)2016
HE4 HELSINKI (METRO), FINLAND——29—6—35(28)2016
HE5 HELSINKI (METRO), FINLAND——8519527(11)2016
HE6 HELSINKI (METRO), FINLAND——17138155(23)2016
HE7 HELSINKI (METRO), FINLAND—77166873(16)2018
HH1 HAMBURG (METRO), GERMANY—45—72477(13)2018
IL2 ISTANBUL (METRO), TURKEY—1439—7314112(24)2017
IL4 ISTANBUL (METRO), TURKEY——60—2—62(1)2017
JN1 JOHANNESBURG (METRO), SOUTH AFRICA————5—5—2024
LD3 LONDON (METRO), UNITED KINGDOM————22—22(17)2000
LD4 LONDON (METRO), UNITED KINGDOM——23—166—189(83)2007
LD5 LONDON (METRO), UNITED KINGDOM——16—205—221(121)2010
LD6 LONDON (METRO), UNITED KINGDOM————159—159(67)2013
LD7 LONDON (METRO), UNITED KINGDOM———22912291(56)2018
LD8 LONDON (METRO), UNITED KINGDOM——1085722657334(75)2016
LD9 LONDON (METRO), UNITED KINGDOM——181—242—423(142)2016
LD10 LONDON (METRO), UNITED KINGDOM——40—238—278(50)2017
LG1 & LG2 LAGOS (METRO), NIGERIA—112—38150(8)2022
LS1 LISBON (METRO), PORTUGAL——7334341(9)2017
MA1 MANCHESTER (METRO), UNITED KINGDOM————21—21(12)2016
MA3 MANCHESTER (METRO), UNITED KINGDOM——45—22—67(38)2016
MA4 MANCHESTER (METRO), UNITED KINGDOM——7—11—18(11)2016
MA5 MANCHESTER (METRO), UNITED KINGDOM—47—1314138(13)2020
MD1 MADRID (METRO), SPAIN——8—9—17(9)2017
MD2 MADRID (METRO), SPAIN——411910319144(56)2017
MD6 MADRID (METRO), SPAIN————42—42(4)2022
ML2 MILAN (METRO), ITALY————27—27(21)2016
ML3 MILAN (METRO), ITALY———345345(19)2016
ML5 MILAN (METRO), ITALY—621—1056126(16)2019
MU1 MUNICH (METRO), GERMANY————35—35(23)2007
MU3 MUNICH (METRO), GERMANY————6—6(4)2010
F-65

Table of Contents
Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
MU4 MUNICH (METRO), GERMANY—1135—8311118(12)2020
PA2 & PA3 PARIS (METRO), FRANCE——302131421344(158)2007
PA4 PARIS (METRO), FRANCE—110—2251235(110)2011
PA5 PARIS (METRO), FRANCE——17—9—26(12)2016
PA6 PARIS (METRO), FRANCE————89—89(48)2016
PA7 PARIS (METRO), FRANCE————30—30(22)2016
PA10 PARIS (METRO), FRANCE————166—166(12)2021
SK1 STOCKHOLM, (METRO), SWEDEN——15—53—68(19)2016
SK2 STOCKHOLM, (METRO), SWEDEN——803613141(50)2016
SK3 STOCKHOLM, (METRO), SWEDEN————48—48(12)2016
SO1 SOFIA (METRO), BULGARIA——5—4—9(5)2016
SO2 SOFIA (METRO), BULGARIA—3——27327(5)2017
WA1 WARSAW (METRO), POLAND——6—26—32(18)2016
WA2 WARSAW (METRO), POLAND——5—10—15(8)2016
WA3 WARSAW (METRO), POLAND—2—167367(11)2017
ZH2 ZURICH (METRO), SWITZERLAND————6—6(5)2002
ZH4 ZURICH (METRO), SWITZERLAND——11—56—67(40)2009
ZH5 ZURICH (METRO), SWITZERLAND———82538253(63)2009
ZW1 ZWOLLE (METRO), THE NETHERLANDS————11—11(10)2008
OTHERS (6)
—5618272381328399(46)Various
Asia-Pacific:
AE1 ADELAIDE (METRO), AUSTRALIA—21—324(2)2018
BR1 BRISBANE (METRO), AUSTRALIA—31—435(2)2018
CA1 CANBERRA (METRO), AUSTRALIA——18—5—23(6)2018
HK1 HONG KONG (METRO), CHINA————327—327(148)2003
HK2 HONG KONG (METRO), CHINA————244—244(202)2010
HK3 HONG KONG (METRO), CHINA————191—191(122)2012
HK4 HONG KONG (METRO), CHINA————10—10—2012
HK5 HONG KONG (METRO), CHINA——70—48—118(47)2017
JH1 JOHOR (METRO), MALAYSIA—337—5342(1)2024
KL1 KUALA LUMPUR (METRO), MALAYSIA——31—15—46(2)2023
MB1 MUMBAI (METRO), INDIA——26—8—34(9)2021
MB2 MUMBAI (METRO), INDIA——5718(11)1846(12)2021
MB4 MUMBAI (METRO), INDIA——18—1—19(2)2024
ME1 MELBOURNE (METRO), AUSTRALIA—13——891389(38)2013
ME2 MELBOURNE (METRO), AUSTRALIA————128—128(21)2018
ME4 MELBOURNE (METRO), AUSTRALIA—384—4388(36)2018
F-66

Table of Contents
Initial Costs to Company (1)
Costs Capitalized Subsequent to Acquisition or Lease (2)
Total Costs
EncumbrancesLand
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Land
Buildings and Improvements (3)
Accumulated Depreciation (4)
Date of Acquisition or Lease (5)
ME5 MELBOURNE (METRO), AUSTRALIA—64—8612(4)2018
OS1 OSAKA (METRO), JAPAN——15—78—93(51)2013
OS3 OSAKA (METRO), JAPAN————190—190(42)2020
PE1 PERTH (METRO), AUSTRALIA—11—314(1)2018
PE2 PERTH (METRO), AUSTRALIA——16—15—31(13)2018
PE3 PERTH (METRO), AUSTRALIA————55—55(11)2020
SG1 SINGAPORE (METRO)————297—297(156)2003
SG2 SINGAPORE (METRO)————342—342(265)2008
SG3 SINGAPORE (METRO)——35—250—285(116)2013
SG4 SINGAPORE (METRO)——55—154—209(56)2019
SG5 SINGAPORE (METRO)————348—348(61)2019
SH2 SHANGHAI (METRO), CHINA————8—8(6)2012
SH3 SHANGHAI (METRO), CHINA——7—14—21(10)2012
SH5 SHANGHAI (METRO), CHINA——11—25—36(22)2012
SH6 SHANGHAI (METRO), CHINA——17—34—51(15)2017
SL1 SEOUL (METRO), SOUTH KOREA——29—27—56(28)2019
SL4 SEOUL (METRO), SOUTH KOREA——22—5—27(3)2024
SY1 SYDNEY (METRO), AUSTRALIA———73387338(24)2003
SY2 SYDNEY (METRO), AUSTRALIA——3—24—27(22)2008
SY3 SYDNEY (METRO), AUSTRALIA——9—128—137(95)2010
SY4 SYDNEY (METRO), AUSTRALIA————162—162(80)2014
SY5 SYDNEY (METRO), AUSTRALIA—72——34372343(45)2018
SY6 SYDNEY (METRO), AUSTRALIA—864—368100(22)2018
SY7 SYDNEY (METRO), AUSTRALIA—247—2249(14)2018
TY1 TOKYO (METRO), JAPAN————28—28(20)2000
TY2 TOKYO (METRO), JAPAN————100—100(54)2006
TY3 TOKYO (METRO), JAPAN————56—56(38)2010
TY4 TOKYO (METRO), JAPAN————63—63(38)2012
TY5 TOKYO (METRO), JAPAN————45—45(15)2014
TY6 TOKYO (METRO), JAPAN——38—13—51(42)2015
TY7 TOKYO (METRO), JAPAN——13—11—24(16)2015
TY8 TOKYO (METRO), JAPAN——54—10—64(34)2015
TY9 TOKYO (METRO), JAPAN——93———93(74)2015
TY10 TOKYO (METRO), JAPAN——66—1—67(32)2015
TY11 TOKYO (METRO), JAPAN——22—207—229(45)2018
TY15 TOKYO (METRO), JAPAN——109—111—220(4)2024
OTHERS (6)
——27622576227(27)Various
TOTAL LOCATIONS$30$590$5,053$1,072$21,194$1,662$26,247$(9,639)
F-67

Table of Contents
(1)     The initial cost was $0 if the lease of the respective IBX was classified as an operating lease.
(2)    Costs capitalized subsequent to acquisition or lease are net of impairments and include the impact of allocations between land and buildings and improvements following the purchase of previously leased assets.
(3)     Building and improvements include all fixed assets except for land.
(4)     Buildings and improvements are depreciated on a straight-line basis over estimated useful live as described in Note 1 within the Consolidated Financial Statements.
(5)     Date of lease or acquisition represents the date we leased the facility or acquired the facility through purchase or acquisition.
(6)    Includes various IBXs that are under initial development and costs incurred at certain central locations supporting various IBX functions.
The aggregate gross cost of our properties for federal income tax purpose approximated $34.0 billion (unaudited) as of December 31, 2024.
The following table reconciles the historical cost of our properties for financial reporting purposes for each of the years ended December 31, 2024, 2023 and 2022 (in millions):
202420232022
Gross Fixed Assets:
Balance, beginning of period$26,614 $23,803 $21,906 
Additions (including acquisitions and improvements)3,266 3,117 3,251 
Disposals(626)(589)(544)
Impairment charges (1)
(302)— — 
Foreign currency transaction adjustments and others(1,043)283 (810)
Balance, end of year$27,909 $26,614 $23,803 
Accumulated Depreciation:
Balance, beginning of period$(9,089)$(8,095)$(7,275)
Additions (depreciation expense)(1,413)(1,317)(1,268)
Disposals317 413 230 
Impairment charges (1)
186 — — 
Foreign currency transaction adjustments and others360 (90)218 
Balance, end of year$(9,639)$(9,089)$(8,095)
(1)     Refer to Note 17 within the Consolidated Financial Statements.
F-68
Exhibit 4.50
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our restated certificate of incorporation, as amended (the “Restated Certificate of Incorporation”), our bylaws, as amended (the “Bylaws”), and applicable provisions of law. We have summarized certain portions of the Restated Certificate of Incorporation and Bylaws below. The summary is not complete. The Restated Certificate of Incorporation and Bylaws are incorporated by reference as exhibits 3.1 and 3.6, respectively, to our Annual Report on Form 10-K. You should read the Restated Certificate of Incorporation and Bylaws for the provisions that are important to you.
Certain provisions of the Delaware General Corporation Law (the “DGCL”), the Restated Certificate of Incorporation and Bylaws summarized in the following paragraphs may have an anti-takeover effect. This may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interests, including those attempts that might result in a premium over the market price for the shares held by such stockholder.
Authorized Capital Stock
Under our Restated Certificate of Incorporation, our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, $0.001 par value per share of which 25,000,000 is designated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. At December 31, 2024, there were issued and outstanding:
    97,286,312 shares of our common stock (not counting shares held in treasury);
    restricted stock units covering an aggregate of 1,431,861 shares of our common stock;
    restricted stock awards covering 0 shares of our common stock; and
    zero shares of our preferred stock.
Common Stock
The holders of our common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for the payment of dividends. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of Equinix, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock are fully paid and nonassessable.
Our common stock is listed on the Nasdaq Global Select Market under the symbol “EQIX.”
Preferred Stock
Preferred stock may be issued from time to time in one or more series, each of which is to have the voting powers, designation, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in our Restated Certificate of


Incorporation, or in a resolution or resolutions providing for the issue of that series adopted by our board of directors.
Our board of directors has the authority, without stockholder approval, to create one or more series of preferred stock and, with respect to each series, to fix or alter as permitted by law, among other things, the number of shares of the series and the designation thereof, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of any redemption, redemption price or prices and liquidation preferences.
The preferred stock will be issued under a certificate of designations relating to each series of preferred stock and is also subject to our Restated Certificate of Incorporation.
Restrictions on Ownership and Transfer
To facilitate compliance with the ownership limitations applicable to a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), our Restated Certificate of Incorporation contains restrictions on the ownership and transfer of our capital stock.
These ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our common stock or that our stockholders might otherwise deem to be in their best interests.
For us to qualify for taxation as a REIT under the Code, our capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as (private foundations) during the last half of a taxable year. To facilitate compliance with these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a concentration of ownership among our stockholders, our Restated Certificate of Incorporation contains provisions restricting the ownership or transfer of shares of capital stock.
The relevant sections of our Restated Certificate of Incorporation provide that, subject to the exceptions and the constructive ownership rules described below, no person (as defined in our Restated Certificate of Incorporation) may beneficially or constructively own more than 9.8% in value of the aggregate of outstanding shares of capital stock, including common stock and preferred stock, or more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of capital stock. We refer to these restrictions as the “ownership limits.”
The applicable constructive ownership rules under the Code are complex and may cause capital stock owned actually or constructively by an individual or entity to be treated as owned by another individual or entity. As a result, the acquisition of less than 9.8% in value of outstanding capital stock or less than 9.8% in value or number of outstanding shares of any class or series of capital stock (including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of capital stock) by an individual or entity could nevertheless cause that individual or entity, or another individual or entity, to own, constructively or beneficially, in excess of 9.8% in value of outstanding capital stock or 9.8% in value or number of outstanding shares of any class or series of capital stock.
In addition to the ownership limits, our Restated Certificate of Incorporation prohibits any person from actually or constructively owning shares of capital stock to the extent that such ownership would cause any of our income that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such.
Our board of directors has in the past granted ownership limitation waivers and may, in its sole discretion, in the future grant such a waiver to a person exempting them from the ownership limits and certain other REIT limits on ownership and transfer of capital stock described above, and may establish a different limit


on ownership for any such person. However, our board of directors may not exempt any person whose ownership of outstanding capital stock in violation of these limits would result in our failing to qualify as a REIT. In order to be considered by our board of directors for an ownership limitation waiver or a different limit on ownership, a person must make such representations and undertakings as are reasonably necessary to ascertain that such person’s beneficial or constructive ownership of capital stock will not now or in the future jeopardize our ability to qualify as a REIT under the Code and must generally agree that any violation or attempted violation of such representations or undertakings (or other action that is contrary to the ownership limits and certain other REIT limits on ownership and transfer of capital stock described above) will result in the shares of capital stock being automatically transferred to a trust as described below. As a condition of its waiver, our board of directors may require an opinion of counsel or Internal Revenue Service ruling satisfactory to our board of directors with respect to our qualification as a REIT and may impose such other conditions as it deems appropriate in connection with the granting of the waiver or a different limit on ownership.
In connection with the waiver of the ownership limits or at any other time, our board of directors may from time to time increase the ownership limits for one or more persons and decrease the ownership limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions stated in our Restated Certificate of Incorporation, result in us being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose percentage ownership of total shares of capital stock or of the shares of a class or series of capital stock, as applicable, is in excess of such decreased ownership limits until such time as such person’s percentage of total shares of capital stock or of the shares of a class or series of capital stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of capital stock in excess of such percentage will be in violation of the ownership limits.
Our Restated Certificate of Incorporation further prohibits:
    any person from transferring shares of capital stock if such transfer would result in shares of capital stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution); and
    any person from beneficially or constructively owning shares of capital stock if such ownership would result in our failing to qualify as a REIT.
The foregoing provisions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of capital stock that will or may violate the ownership limits or any of the other foregoing restrictions on transferability and ownership will be required to give notice to us immediately (or, in the case of a proposed or attempted transaction, at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a REIT.
Pursuant to our Restated Certificate of Incorporation, if there is any purported transfer of our capital stock or other event or change of circumstances that, if effective or otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our capital stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. We refer below to the person that would have owned the shares if they had not been transferred to the


trust as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to our discovery that the shares had been automatically transferred to a trust as described above, must be repaid to a trustee designated in accordance with the Restated Certificate of Incorporation upon demand. Our Restated Certificate of Incorporation also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the purported transferee and the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in our Restated Certificate of Incorporation, then the transfer of the excess shares will be automatically void and of no force or effect.
Shares of our capital stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event and (ii) the market price on the date we accept, or our designee accepts, such offer. We have the right to accept such offer until the trustee has sold the shares of our capital stock held in the trust pursuant to the clauses described below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported transferee, except that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee prior to our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds and extraordinary dividends in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary, and any ordinary dividends held by the trustee with respect to such capital stock will be promptly paid to the charitable beneficiary.
If we do not buy the shares, the trustee must, as soon as reasonably practicable (and, if the shares are listed on a national securities exchange, within 20 days) after receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee before our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any ordinary dividends held by the trustee with respect to such capital stock. In addition, if prior to discovery by us that shares of our capital stock have been transferred to a trust, such shares of capital stock are sold by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described above, such excess amount shall be paid to the trustee upon demand. The purported transferee has no rights in the shares held by the trustee.
The trustee will be indemnified by us or from the proceeds of sales of capital stock in the trust for its costs and expenses reasonably incurred in connection with conducting its duties and satisfying its obligations under our Restated Certificate of Incorporation. The trustee will also be entitled to reasonable compensation for services provided as determined by agreement between the trustee and the board of directors, which compensation may be funded by us or the trust. If we pay any such indemnification or compensation, we are entitled on a first priority basis (subject to the trustee’s indemnification and compensation rights) to be reimbursed from the trust. To the extent the trust funds any such indemnification and compensation, the amounts available for payment to a purported transferee (or the charitable beneficiary) would be reduced.


The trustee will be designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by us with respect to the shares, and may also exercise all voting rights with respect to the shares.
Subject to the DGCL, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the trustee’s sole discretion:
    to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and
    to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.
However, if we have already taken corporate action, then the trustee may not rescind and recast the vote.
In addition, if the board of directors determines that a proposed or purported transfer would violate the restrictions on ownership and transfer of our capital stock set forth in our Restated Certificate of Incorporation, the board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing us to repurchase shares of our capital stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.
From time to time, at our request, every person that is an owner of 5% or more (or such lower percentage as required by the Code or the Treasury regulations thereunder) of the outstanding shares of any class or series of our capital stock, must provide us written notice of its name and address, the number of shares of each class and series of our capital stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to determine the effect, if any, of such owner’s beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each beneficial owner or constructive owner of our capital stock, and any person (including the stockholder of record) who is holding shares of our capital stock for a beneficial owner or constructive owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.
Anti-Takeover Effects of Provisions of Our Restated Certificate of Incorporation, Bylaws and Delaware law
Provisions of our Restated Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.
Among other things, our Restated Certificate of Incorporation and Bylaws:
    permit our board of directors to issue up to 100,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
    provide that, subject to the terms of any series of preferred stock, the authorized number of directors may be changed only by resolution of the board of directors;
    provide that, subject to the terms of any series of preferred stock, all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;


    eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and indemnify our directors and officers to the fullest extent permitted by the DGCL;
    provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
    do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose;
    provide that, subject to exceptions, certain waivers we may grant and constructive ownership rules, no person may own, or be deemed to own by virtue of the attribution provisions of the Code, in excess of (i) 9.8% in value of the outstanding shares of all classes or series of Equinix stock or (ii) 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of Equinix stock (as described above in “Restrictions on Ownership and Transfer”);
    provide that our Bylaws can be amended or repealed at any regular or special meeting of stockholders or by the board of directors;
    permit stockholders to act by written consent so long as stockholders holding at least 25% of the voting power of the outstanding capital stock request that the board of directors set a record date for the action by written consent, and in connection with such a request for the establishment of a record date, provide certain information, make certain representations and comply with certain requirements relating to the proposed action and their ownership of our stock; and
    provide that special meetings of our stockholders may be called in limited circumstances. Special meetings of stockholders may be called by our board of directors or the chairman of the board of directors, the President or the Secretary and may not be called by any other person. A special meeting of stockholders shall be called by our Secretary at the written request of holders of record of at least 25% of the voting power of our outstanding capital stock entitled to vote on the matters to be brought before the proposed special meeting.
Delaware Takeover Statute. We are subject to Section 203 of the DGCL, which regulates corporate acquisitions. DGCL Section 203 restricts the ability of certain Delaware corporations, including those whose securities are listed on the Nasdaq Global Select Market, from engaging under certain circumstances in a business combination with any interested stockholder for three years following the date that such stockholder became an interested stockholder. For purposes of DGCL Section 203, a business combination includes, among other things, a merger or consolidation involving us and the interested stockholder and the sale of 10% or more of our assets. In general, DGCL Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. A Delaware corporation may opt out of DGCL Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting shares. We have not opted out of the provisions of DGCL Section 203 in our Restated Certificate of Incorporation or Bylaws.
Forum Selection
Our bylaws include a forum selection provision providing that, unless the Company consents in writing, a state court located in the State of Delaware (or, if no state court located within the State of Delaware has


jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any stockholder to bring any derivative action, any action asserting a claim of breach of fiduciary duties, any action asserting a claim arising from a provision of the Delaware General Corporation Law or the certificate of incorporation or our bylaws or any action asserting a claim governed by the internal affairs doctrine. There is uncertainty as to whether a court would enforce this provision with respect to claims brought to enforce any duty or liability under the Securities Act and our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Transfer Agent and Registrar
The transfer agent and registrar for the shares of our common stock is Computershare Trust Company, N.A.



DESCRIPTION OF 0.250% SENIOR NOTES DUE 2027 AND 1.000% SENIOR NOTES DUE 2033
The following description of the 0.250% Senior Notes due 2027 (the “2027 Euro Notes”) and 1.000% Senior Notes due 2033 (the “2033 Euro Notes” and, together with the 2027 Euro Notes, the “Notes”) is a summary and does not purport to be complete. The Notes are subject to and qualified in their entirety by reference to the indenture, dated as of December 12, 2017 (the “2017 Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (“U.S. Bank”), as Trustee, as supplemented in the case of the 2027 Euro Notes, by the Fourteenth Supplemental Indenture, dated as of March 10, 2021, by and between the Company, U.S. Bank, as Trustee, and US Bank Europe DAC, UK Branch, (formerly Elavon Financial Services DAC, UK Branch), as Paying Agent, and the 2033 Euro Notes, by the Fifteenth Supplemental Indenture (together with the 2017 Base Indenture, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, the “Indentures”), dated as of March 10, 2021, by and between the Company, U.S. Bank, as Trustee, and US Bank Europe DAC, UK Branch (formerly Elavon Financial Services DAC, UK Branch), as Paying Agent, which are incorporated by reference as exhibits to the Form 10-K of which this Exhibit 4.50 is a part. As of December 31, 2024, €500,000,000 aggregate principal amount of the 2027 Euro Notes was outstanding and €600,000,000 aggregate principal amount of 2033 Euro Notes was outstanding.
You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Indentures In this description, the references to “Equinix,” “we,” “us” or “our” refer only to Equinix, Inc. (and not to any of its affiliates, including Subsidiaries, as defined below).
The 2027 Euro Notes were initially issued in an aggregate principal amount of €500,000,000. The 2033 Euro Notes were initially issued in an aggregate principal amount of €600,000,000. The Notes are senior unsecured obligations and rank equally with our other unsecured and unsubordinated debt from time to time outstanding. The Notes were issued in minimum denominations of €100,000 and multiples of €1,000 thereafter.
The Notes are each traded on the Nasdaq Bond Exchange. We may, without the consent of the holders of the Notes, issue additional Notes having the same ranking, interest rate, maturity and other terms as the Notes previously issued. Any additional Notes having such similar terms, together with the Notes previously issued, will constitute a single series of Notes under the Indentures. Further, any additional Notes shall be issued under a separate CUSIP or ISIN number unless the additional Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes.
The 2027 Euro Notes will mature on March 15, 2027. Accrued and unpaid interest on the 2027 Euro Notes is payable in euro annually in arrears on March 15 of each year, which we refer to as the “interest payment date,” beginning on March 15, 2022 to the persons in whose names the 2027 Euro Notes are registered at the close of business on the preceding March 1, which we refer to as the “record date.” Interest on the 2027 Euro Notes has accrued from March 10, 2021.
The 2033 Euro Notes will mature on March 15, 2033. Accrued and unpaid interest on the 2033 Euro Notes is payable in euro annually in arrears on March 15 of each year, which we refer to as the “interest payment date,” beginning on March 15, 2022 to the persons in whose names the 2033 Euro Notes are registered at the close of business on the preceding March 1, which we refer to as the “record date.” Interest on the 2033 Euro Notes has accrued from March 10, 2021.
Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or March 10, 2021, if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.


Any payment required to be made on any day that is not a Business Day will be made on the next Business Day as if made on the date that the payment was due and no interest will accrue on that payment for the period from the original payment date to the date of that payment on the next Business Day.
We will pay principal, interest, premium, if any, and additional amounts, if any, on the Notes in euro and at the office or agency maintained for that purpose, which initially will be the office of the Paying Agent located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom. We will register the transfer of the Notes and exchange the Notes at our office or agency maintained for that purpose, which initially will be the Corporate Trust Office of the Trustee. We have initially appointed Elavon Financial Services DAC, UK Branch to act as Paying Agent and Elavon Financial Services DAC to act as Registrar in connection with the Notes. We may change the Paying Agent and registrar without prior notice to the Holders of the Notes, and we or any of our subsidiaries may act as Paying Agent and registrar. We may elect that payment of interest on Notes be made by wire transfer or by check mailed to the address of the appropriate person as it appears on the security register. So long as the registered owner of the Notes is a common depositary of Euroclear and Clearstream or their nominee, payment of principal and interest shall be made in accordance with the requirements of Euroclear and Clearstream. No service charge will be made for any transfer or exchange of Notes, but we may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
The Notes are our senior unsecured obligations and rank equally in right of payment with all our existing and future senior unsecured debt. The Notes are effectively junior to all of our existing and future secured indebtedness to the extent of the assets securing such indebtedness. Our subsidiaries are not guarantors of the Notes. Accordingly, the Notes are effectively subordinated to all of our existing and future indebtedness and other obligations (including trade payables) of our subsidiaries.
The Notes are not subject to a sinking fund.
Transfer and Exchange
A Holder may transfer or exchange Notes in accordance with the Indentures. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and we may require a Holder to pay any taxes and fees required by law or permitted by the Indentures. We are not required to transfer or exchange any Note selected for redemption or tendered for repurchase, except for the unredeemed portion of any Note being redeemed in part that is equal to €100,000 or a multiple of €1,000 in excess thereof. Also, we are not required to issue, register the transfer of or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding interest payment date.
Optional Redemption
We may redeem at our election, at any time or from time to time, some or all of the Notes of any series before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium. Notwithstanding the foregoing, if the 2027 Euro Notes are redeemed on or after January 15, 2027 (two (2) months prior to the maturity date of the 2027 Euro Notes) or the 2033 Euro Notes are redeemed on or after December 15, 2032 (three (3) months prior to the maturity date of the 2033 Euro Notes) (each such date with respect to the applicable series of Notes, the “First Par Call Date”), in each case, the redemption price will not include a make-whole premium for the applicable Notes.
We will calculate the make-whole premium with respect to any Notes redeemed before the applicable First Par Call Date, as the excess, if any, of:


(1)    the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on the applicable First Par Call Date, in each case determined by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 15 basis points in the case of the 2027 Euro Notes and 25 basis points in the case of the 2033 Euro Notes; over
(2)    the principal amount of such note.
Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.
Selection and Notice of Redemption
In the event that we choose to redeem less than all of an applicable series of the Notes, selection of the Notes for redemption will be made by the Trustee:
(1)    by a method that complies with the requirements, as certified to the Trustee by us, of the principal securities exchange, if any, on which such Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that if such Notes are represented by one or more global notes, beneficial interests in such Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(2)    if such Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and such Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.
No Notes of a principal amount of €100,000 or less shall be redeemed in part. We will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time. Notice of redemption will be mailed by first-class mail at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address (or, in the case of Notes represented by global notes, notice will be given in accordance with the applicable procedures of Euroclear or Clearstream) and the Trustee, provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the applicable Indenture governing the Notes, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a global note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as we have deposited with the paying agent funds in satisfaction of the applicable redemption price. Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to “Redemption Upon a Tax Event” (which must be irrevocable), may, at our discretion, be subject to one or more conditions precedent.
Repurchase of Notes Upon a Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, unless we or a third party have previously or concurrently delivered a redemption notice with respect to all outstanding Notes as described under the subheadings “Redemption Upon a Tax Event” or “Optional Redemption,” we will be required to make an offer to purchase each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price (the “Change of Control Payment”) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.


Within 30 days following the date upon which the Change of Control Triggering Event occurred, we must send, or cause the Trustee to send, by first class mail (or, in the case of Notes represented by Global Notes, in accordance with the applicable procedures of Euroclear or Clearstream), a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 15 days nor later than 60 days after the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to €100,000 and integral multiples of €1,000 in excess thereof) of such Holder’s Notes that it agrees to sell to us pursuant to the Change of Control Offer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
If a Change of Control Offer is made, there can be no assurance that we will have available funds sufficient to pay the purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event we are required to purchase outstanding Notes pursuant to a Change of Control Offer, we expect that we would seek third-party financing to the extent we do not have available funds to meet our purchase obligations. However, there can be no assurance that we would be able to obtain such financing. In addition, there can be no assurance that we would be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness that may in the future prohibit the Change of Control Offer. The failure to consummate a Change of Control Offer would constitute an Event of Default under the Indentures.
One of the events that constitutes a Change of Control under the Indentures is the disposition of “all or substantially all” of our assets. This term has not been interpreted under New York law, which is the governing law of the Indentures, to represent a specific quantitative test. As a consequence, if Holders of the Notes assert that we are required to make a Change of Control Offer and we elect to contest such assertion, there is uncertainty as to how a court interpreting New York law would interpret the term. Neither our Board of Directors nor the Trustee may waive the covenant of us to make a Change of Control Offer following a Change of Control Triggering Event. Restrictions in the Indentures described herein on the ability of us and our Subsidiaries to incur additional secured Indebtedness and to grant Liens on our property and the Restricted Subsidiaries may also make more difficult or discourage a takeover of us, whether favored or opposed by our management or stockholders. There can be no assurance that we or the acquiring party will have sufficient financial resources to effect a Change of Control Offer. Such restrictions may, in certain circumstances, make more difficult or discourage any leveraged buyout of us or any of our Subsidiaries by their respective management. However, the Indentures may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, amalgamation, restructuring, merger or similar transaction.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indentures applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. We (or a third party) may make a Change of Control Offer in advance of, and conditioned upon, any Change of Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the “Change of Control” provisions of the Indentures, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the “Change of Control” provisions by virtue of such conflict.


Issuance in Euro
Initial holders will be required to pay for the Notes in euro, and all payments of interest and principal, including payments made upon any redemption of the Notes, will be payable in euro. If, on or after the date of this prospectus supplement, the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for euro. Any payment in respect of the Notes so made in U.S. dollars will not constitute an event of default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the forgoing.
Investors will be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them.
Payment of Additional Amounts
All payments made by us under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If any deduction or withholding by any applicable withholding agent for or on account of any Taxes imposed or levied by or on behalf of the United States or a taxing authority of or in the United States (a “Tax Jurisdiction”) will at any time be required to be made in respect of any payments we make under or with respect to the Notes, including payments of principal, redemption price, purchase price, interest or premium, then we will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of the Notes that is not a U.S. Person (as defined below) after such withholding, deduction or imposition (including any such withholding, deduction or imposition in respect of any such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1)    any Taxes, to the extent such Taxes would not have been imposed but for the holder of a Note (or the beneficial owner for whose benefit such holder holds such Note) or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
a.    having a current or former connection with the relevant Tax Jurisdiction (other than a connection arising solely from the ownership or disposition of such Note, the enforcement of rights under such Note), including being or having been a citizen or resident of such Tax Jurisdiction, being or having engaged in a trade or business in such Tax Jurisdiction or having or having had a permanent establishment in such Tax Jurisdiction; or
b.    being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
(2)    any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to


the payment of Additional Amounts had the beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;
(3)    any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying agent;
(4)    any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder or beneficial owner would otherwise have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(5)    any Taxes that are payable otherwise than by deduction or withholding from a payment on or with respect to the Notes;
(6)    any U.S. federal withholding tax imposed as a result of the beneficial owner:
a.    being a controlled foreign corporation for U.S. federal income tax purposes related to us;
b.    being or having been a “10-percent shareholder” of us as defined in Section 871(h)(3) of the Code; or
c.    being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(7)    any estate, inheritance, gift, sales, transfer, excise, wealth, capital gains, personal property or similar Taxes;
(8)    any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial owner of Notes to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation;
(9)    any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the applicable Indenture (or any amended or successor version that is substantively comparable), any regulations promulgated thereunder or any other official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the date of applicable Indenture (or any amended or successor version described above) or any intergovernmental agreements (and any related law, regulation or official administrative guidance) implementing the foregoing; or
(10)    any combination of items (1) through (9) above.
Except as specifically provided for in this subheading “Additional Amounts,” we will not be required to make any payment for any Tax.
If we become aware that we will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, we will deliver to the Trustee and Paying Agent promptly prior to the date of that payment an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to holders on the relevant


payment date. The Trustee and Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary.
If we are the applicable withholding agent, we will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. We will use reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld.
We will furnish to the Trustee upon reasonable written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by us, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other reasonable evidence of payments by such entity.
Whenever in the Indentures or in this “Description of Debt Securities” there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The above obligations will survive any termination, defeasance or discharge of the Indentures, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any successor Person to us.
As used under this subheading “Additional Amounts” and under the subheading “Redemption Upon a Tax Event,” the term “United States” means the United States of America, any state thereof and the District of Columbia, and the term “U.S. Person” means any person that is, for U.S. federal income tax purposes, an individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Redemption Upon a Tax Event
We may redeem the Notes, in whole but not in part, at our option, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes and the Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, to, but excluding, the date of redemption (the “Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the Notes, we are or, based upon a Tax Opinion would be required to pay Additional Amounts in respect of the Notes and cannot avoid such payment obligation by taking reasonable measures available to us, and such requirement arises as a result of:
(1)    any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction, which change or amendment is announced and becomes effective after the Issue Date; or
(2)    any amendment to, or change in, an official written interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change is announced and becomes effective after the Issue Date.
We will not give any such notice of redemption earlier than 60 days prior to the earliest date on which we would be obligated to pay Additional Amounts if a payment in respect of the Notes was then due, and the


obligation to pay Additional Amounts must be in effect at the time such notice is given. Before we publish or deliver a notice of redemption in respect of a Tax Event Redemption Date as described above, we will deliver to the Trustee an Officers’ Certificate to the effect that we cannot avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and, if required, the Tax Opinion. Any notice of redemption shall otherwise be given pursuant to the procedures pursuant to the procedures described under the subheading “Optional Redemption.” The Trustee shall accept, and will be entitled to conclusively rely on, such Tax Opinion and such Officers’ Certificate as sufficient evidence of the existence and satisfaction of the conditions precedent described in clause (1) or (2) above, as applicable, and upon delivery of such Tax Opinion and Officers’ Certificate to the Trustee we will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the Holders of the Notes.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under “Change of Control Triggering Event.” We may at any time and from time to time purchase Notes in the open market or otherwise (including pursuant to cash-settled swaps or derivatives), subject to compliance with applicable securities laws.
Holding Company Structure
We are a holding company for our Subsidiaries. Substantially all of our operations are conducted through our Subsidiaries and we derive substantially all its revenues from our Subsidiaries, and substantially all of its operating assets are owned by our Subsidiaries. Accordingly, we are dependent upon the distribution of the earnings of our Subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations. In addition, the claims of the Holders are subject to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such Restricted Subsidiaries. There can be no assurance that, after providing for all prior claims, there would be sufficient assets available from us and our Subsidiaries to satisfy the claims of the Holders of Notes.
Certain Covenants
The Indentures contain, among others, the following covenants:
Limitation on Liens
We will not, and will not cause or permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any of our property or assets or any of our Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:
(1)    in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
(2)    in all other cases, the Notes are equally and ratably secured, except for:
a.    Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;
b.    Liens securing our and our Restricted Subsidiaries’ Obligations under any hedge facility permitted under the Indentures to be entered into by us and our Restricted Subsidiaries;
c.    Liens securing the Notes;


d.    Liens in favor of us or a Wholly Owned Restricted Subsidiary of ours on assets of any of our Restricted Subsidiary of ours; and
e.    Permitted Liens.
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.
Limitation on Sale and Leaseback Transactions
We will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or assets unless:
(1)    the Sale and Leaseback Transaction is solely with us or a Restricted Subsidiary;
(2)    the lease is for a period not in excess of 36 months (or which may be terminated by us or any of our Subsidiaries within a period of not more than 36 months);
(3)    we would be able to incur Indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and ratably securing the Notes pursuant to the second enumerated item under the “Limitation on Liens” subheading described above (other than in reliance on clause (20) of the definition therein of “Permitted Liens”); or
(4)    we or such Restricted Subsidiary within 365 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, apply an amount equal to the net proceeds of the sale of such property to (i) the redemption of Notes, other Indebtedness of ours ranking on a parity with the Notes in right of payment or Indebtedness of ours or a Restricted Subsidiary or (ii) the purchase of other property; provided that, in lieu of applying such amount to the retirement of Pari Passu Indebtedness, we may deliver Notes to the Trustee for cancellation; such Notes to be credited at the cost thereof to us.
Consolidation, Merger and Sale of Assets
We will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of our assets (determined on a consolidated basis for us and our Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:
(1)    either:
a.    we shall be the surviving or continuing corporation; or
b.    the Person (if other than us) formed by such consolidation or into which we are merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition our properties and assets and of our Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):


i.    shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and
ii.    shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, interest on all of the Notes and the performance of every covenant of the Notes and the Indentures on our part to be performed or observed;
(2)    immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)b.ii. above, no Default or Event of Default shall have occurred or be continuing; and
(3)    we or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of the applicable Indenture and that all conditions precedent in the applicable Indenture relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more of our Restricted Subsidiaries in a single or a series of related transactions, which properties and assets, if held by us instead of such Restricted Subsidiaries, would constitute all or substantially all of our properties and assets on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets.
Notwithstanding clauses (1) and (2) above, but subject to the proviso in clause (1)b.i. above, we may merge with (x) any of our Wholly Owned Restricted Subsidiaries or (y) an Affiliate that is a Person with no material assets or liabilities and which was organized solely for the purpose of reorganizing us in another jurisdiction.
For the avoidance of doubt, nothing in this section shall prevent us or a Restricted Subsidiary from consummating a Company Conversion.
The Indentures provide that upon any consolidation, combination or merger or any transfer of all or substantially all of our assets in accordance with the foregoing in which we are not the continuing corporation, the successor Person formed by such consolidation or into which we are merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, us under the Indentures and the Notes with the same effect as if such Surviving Entity had been named as such and all financial information and reports required by the Indentures shall be provided by and for such Surviving Entity.
Reports to Holders
Whether or not we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we must provide the Trustee and, upon request, to any Holder of the Notes within 15 business days after filing, or in the event no such filing is required, within 15 business days after the end of the time periods specified in those sections with:
(1)    all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial statements only, a report thereon by our certified independent accountants, and


(2)    all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports;
provided that the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s EDGAR system or on our website within the applicable time period.
In addition, whether or not required by the SEC, we will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, we will make the information and reports available to securities analysts and prospective investors upon request. If we had any Unrestricted Subsidiaries during the relevant period, we will also provide to the Trustee and, upon request, to any Holder of the Notes, information sufficient to ascertain the financial condition and results of operations of us and our Restricted Subsidiaries, excluding in all respects the Unrestricted Subsidiaries.
Notwithstanding anything to the contrary herein, we will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under the heading “Events of Default” until 90 days after the date any report hereunder is due to be delivered to the Trustee.
Compliance Certificate
For as long as any debt securities of a series are outstanding, we must deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of our and our subsidiaries’ activities during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether each has kept, observed, performed and fulfilled its obligations under the 2017 Base Indenture. The signing Officer must certify that the best of his or her knowledge, each entity has kept, observed, performed and fulfilled each and every covenant contained in the 2017 Base Indenture and is not in default in the performance or observance of any of its terms, provisions and conditions (or, if a Default or Event of Default has occurred, describe all such Defaults or Events of Default of which he or she may have knowledge and what action we are taking or proposes to take with respect thereto).
Trustee
The Indentures provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indentures. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indentures, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
The Indentures and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it become a creditor of ours, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict or resign. U.S. Bancorp Investments, Inc., one of the underwriters in the offering of the Notes, is an affiliate of the Trustee.
Book-Entry; Delivery and Form
The Notes will be issued in the form of one or more Global Notes, deposited with, or on behalf of, the Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Depositary or its nominee for the accounts of Euroclear and Clearstream, duly executed by us and authenticated by the Trustee. We will not issue certificated securities to you for the Notes you purchase, except in the limited circumstances described below.
Beneficial interests in the global securities will be represented, and transfers of such beneficial interest will be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or


indirect participants in Clearstream or Euroclear. Investors may hold beneficial interests in Notes directly through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. The address of Clearstream is 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg, and the address of Euroclear is 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium.
Beneficial interests in the global securities will be shown on, and transfers of beneficial interests in the global securities will be made only through, records maintained by Clearstream or Euroclear and their participants. When you purchase Notes through the Clearstream or Euroclear systems, the purchases must be made by or through a direct or indirect participant in the Clearstream or Euroclear system, as the case may be. The participant will receive credit for the Notes that you purchase on Clearstream’s or Euroclear’s records, and, upon its receipt of such credit, you will become the beneficial owner of those Notes. Your ownership interest will be recorded only on the records of the direct or indirect participant in Clearstream or Euroclear, as the case may be, through which you purchase the Notes and not on Clearstream’s or Euroclear’s records. Neither Clearstream nor Euroclear, as the case may be, will have any knowledge of your beneficial ownership of the Notes. Clearstream’s or Euroclear’s records will show only the identity of the direct participants and the amount of the Notes held by or through those direct participants. You will not receive a written confirmation of your purchase or sale or any periodic account statement directly from Clearstream or Euroclear. You should instead receive those documents from the direct or indirect participant in Clearstream or Euroclear through which you purchase the Notes. As a result, the direct or indirect participants are responsible for keeping accurate account of the holdings of their customers. The Paying Agent will wire payments on the Notes to the Depositary as the holder of the global securities. The Trustee, the Paying Agent and we will treat the Depositary or any successor nominee to the Depositary as the owner of the global securities for all purposes. Accordingly, the Trustee, the Paying Agent and we will have no direct responsibility or liability to pay amounts due with respect to the global securities to you or any other beneficial owners in the global securities. Any redemption or other notices with respect to the Notes will be sent by us directly to Clearstream or Euroclear, which will, in turn, inform the direct participants (or the indirect participants), which will then contact you as a beneficial holder, all in accordance with the rules of Clearstream or Euroclear, as the case may be, and the internal procedures of the direct participant (or the indirect participant) through which you hold your beneficial interest in the Notes. Euroclear and Clearstream will credit payments to the cash accounts of Euroclear participants or Clearstream customers in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Euroclear and Clearstream have established their procedures in order to facilitate transfers of the Notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue or change those procedures at any time. The registered holder of the Notes will be The Bank of New York Depository (Nominees) Limited, as nominee of the Depositary.
Same Day Settlement and Payment
The underwriters will make settlement for the Notes in immediately available funds. We will make all payments of principal and interest in respect of the Notes in immediately available funds. It is intended that Notes will be credited to the securities custody accounts of Clearstream and Euroclear holders on the settlement date on a delivery against payment basis. None of the Notes may be held through, no trades of the Notes will be settled through, and no payments with respect to the Notes will be made through, The Depository Trust Company in the United States of America. We expect that secondary trading in certificated securities, if any, will also be settled in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes.
Events of Default
In the Indentures, the term “Event of Default” with respect to debt securities of any series (including the Notes) means any of the following:


(1)    the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;
(2)    the failure to pay the principal on any Notes of the applicable series, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer) on the date specified for such payment in the applicable offer to purchase;
(3)    a default in the observance or performance of any other covenant or agreement contained in the applicable Indenture which default continues for a period of 60 days after we receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes of the applicable series (except in the case of a default with respect to the “Consolidation, merger and sale of assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(4)    the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of us or any of our Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by us or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time; or
(5)    certain events of bankruptcy affecting us or any of our Material Subsidiaries.
If an Event of Default (other than an Event of Default specified in clause (5) above with respect to us) shall occur and be continuing with respect to a series of Notes, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes of such series may declare the principal of and accrued interest on all the Notes of such series to be due and payable by notice in writing to us and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable.
If an Event of Default specified in clause (5) above with respect to us occurs and is continuing with respect to a series of Notes, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes of such series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of an applicable series of Notes may waive any existing Default or Event of Default under the applicable Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes of such series.
The Indentures provide that, at any time after a declaration of acceleration with respect to an applicable series of Notes as described in the preceding paragraphs, the Holders of a majority in principal amount of such Notes may rescind and cancel such declaration and its consequences:
(1)    if the rescission would not conflict with any judgment or decree;
(2)    if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
(3)    to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;


(4)    if we have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
(5)    in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
The Holders of a majority in principal amount of an applicable series of Notes may waive any existing Default or Event of Default under the applicable Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes of such series.
Holders of a series of Notes may not enforce the applicable Indenture or the Notes except as provided in the applicable Indenture and under the Trust Indenture Act. Subject to the provisions of the Indentures relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indentures at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to the Trustee. Subject to all provisions of the applicable Indenture and applicable law, the Holders of a majority in aggregate principal amount of a then outstanding series of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
Under the Indentures, we are required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.
Modification and Waiver
Except as provided in the next two succeeding paragraphs, we and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Notes of an applicable series then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes) may amend the applicable Indenture or the Notes of such series and the holders of at least a majority in aggregate principal amount of the Notes of an applicable series outstanding may waive any past default or compliance with any provisions of the applicable Indenture or the Notes of such series.
The Indentures and the Notes may be amended by us and the Trustee without the consent of any holder of the Notes to:
(1)    cure any ambiguity, defect or inconsistency;
(2)    provide for the assumption by a Surviving Entity of our obligations under the Indentures;
(3)    provide for uncertificated notes in addition to or in place of certificated notes;
(4)    secure the Notes, add to our covenants for the benefit of the holders of the Notes or surrender any right or power conferred upon us;
(5)    make any change that does not adversely affect the rights of any holder of the Notes;
(6)    comply with any requirement of the SEC in connection with the qualification of the Indentures under the Trust Indenture Act;
(7)    provide for the issuance of Additional Notes in accordance with the Indentures;
(8)    evidence and provide for the acceptance of appointment by a successor Trustee;


(9)    conform the text of the Indentures or the Notes to any provision of the section entitled “Description of Notes” in the applicable prospectus supplement to the extent that such provision in such section was intended to be a recitation of a provision of the Indentures or the Notes; or
(10)    make any amendment to the provisions of the Indentures relating to the transfer and legending of the Notes as permitted by the Indentures, including, without limitation to facilitate the issuance and administration of the Notes; provided that (i) compliance with the Indentures as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer the Notes.
The consent of the holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.
Without the consent of each holder of an outstanding Note of an applicable series, no amendment or waiver may:
(1)    reduce the amount of Notes of such series whose holders must consent to an amendment;
(2)    reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes of such series;
(3)    reduce the principal of or change or have the effect of changing the fixed maturity of any Notes of such series, or reduce the redemption price for any Notes of such series or change the date on which any Notes of such series may be subject to redemption at par, other than prior to our obligation to purchase Notes of such series under provisions relating to our obligation to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event;
(4)    make any Notes of such series payable in money other than that stated in such Notes;
(5)    make any change in provisions of the applicable Indenture protecting the contractual right of each holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes of the applicable series and a waiver of the payment default that resulted from such acceleration), or permitting holders of a majority in principal amount of such Notes to waive Defaults or Events of Default;
(6)    after our obligation to purchase Notes arises thereunder, amend, change or modify in any material respect our obligation to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event or, after such Change of Control Triggering Event has occurred, modify any of the provisions or definitions with respect thereto;
(7)    modify or change any provision of the applicable Indenture or the related definitions affecting the ranking of the Notes of such series in a manner which adversely affects the holders; or
(8)    modify or change the amendment provisions of the Notes of such series or the applicable Indenture.
No Personal Liability of Directors, Officers, Employees and Stockholders
No past, present or future director, officer, employee, incorporator, agent, stockholder or Affiliate of ours, as such, shall have any liability for any of our obligations under the Notes or under the Indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a note waives and releases all such liabilities. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under federal securities law, and it is the view of the SEC that such a waiver is against public policy.


Defeasance
We may, at our option and at any time, elect to have our obligations discharged with respect to the outstanding Notes of an applicable series (“Legal Defeasance”). Such Legal Defeasance means that we shall be deemed to have paid and discharged the entire Indebtedness represented by the applicable outstanding Notes, except for:
(1)    the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the applicable Notes when such payments are due;
(2)    our obligations with respect to the applicable Notes concerning issuing temporary notes, registration of Notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;
(3)    the rights, powers, trust, duties and immunities of the Trustee and our obligations in connection therewith; and
(4)    the Legal Defeasance provisions of the applicable Indenture.
In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain covenants that are described in an indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes of the applicable series. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) will no longer constitute an Event of Default with respect to the applicable Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1)    we must irrevocably deposit with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), for the benefit of the Holders, cash in euro (or U.S. dollars as described under the subheading “Issuance in Euro”), non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the applicable Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(2)    in the case of Legal Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:
a.    we have received from, or there has been published by, the Internal Revenue Service a ruling; or
b.    since the date of the applicable Indenture, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, beneficial owners of the applicable series of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3)    in the case of Covenant Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in


the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4)    no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);
(5)    such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the applicable Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which we or any of our Restricted Subsidiaries is a party or by which we or any of our Restricted Subsidiaries is bound;
(6)    we shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the Holders over any other creditors of ours or with the intent of defeating, hindering, delaying or defrauding any other creditors of ours or others;
(7)    we shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;
(8)    we shall have delivered to the Trustee an opinion of counsel to the effect that assuming no intervening bankruptcy of ours between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of ours, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and
(9)    certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the opinion of counsel required by clause 2 above with respect to a Legal Defeasance need not be delivered if all Notes of the applicable series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date or a redemption date within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of us.
Satisfaction and Discharge
An Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes of the applicable series, as expressly provided for in such Indenture) as to all outstanding Notes of such series when:
    either (a) all the applicable Notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all applicable Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), funds in an amount in cash in euro (or U.S. dollars as described under the subheading “Issuance in Euro”), non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination


thereof, sufficient to pay and discharge the entire Indebtedness on the applicable Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the applicable Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from us directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
    we have paid all other sums payable under such Indenture by us with respect to the applicable Notes; and
    we have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, stating that all conditions precedent under such Indenture relating to the satisfaction and discharge of such Indenture have been complied with.
Governing Law
The Indentures provide that they and the Notes are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the Indentures. Reference is made to the Indentures for the full definition of all such terms, as well as any other terms used in this description for which no definition is provided.
“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of ours or at the time it merges or consolidates with or into us or any of our Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of ours or such acquisition, merger or consolidation.
“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.
“Asset Acquisition” means (1) an investment by us or any Restricted Subsidiary of ours in any other Person pursuant to which such Person shall become a Restricted Subsidiary of ours or any Restricted Subsidiary of ours, or shall be merged with or into us or any Restricted Subsidiary of ours, or (2) the acquisition by us or any Restricted Subsidiary of ours of the assets of any Person (other than a Restricted Subsidiary of ours) that constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.
“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.
“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.


“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.
“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or The City of London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Capital Stock” means:
(1)    with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and
(2)    with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.
“Cash Equivalents” means:
(1)    debt securities denominated in euro, pounds sterling or U.S. dollars to be issued or directly and fully guaranteed or insured by the government of a Participating Member State, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;
(2)    commercial paper denominated in euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least P1 from Moody’s and A1 from S&P;
(3)    certificates of deposit denominated in euro, pounds sterling or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution incorporated or having a branch in a Participating Member State in the United Kingdom or the United States, provided that the bank is rated P1 by Moody’s or A1 by S&P;
(4)    any cash deposit denominated in euro, pounds sterling or U.S. dollars with any commercial bank or other financial institution, in each case whose long term unsecured, unsubordinated debt rating is at least A3 by Moody’s or A-by S&P;
(5)    repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank or financial institution meeting the qualifications specified in clause (4) above; and
(6)    investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.
“Change of Control” means the occurrence of one or more of the following events:
(1)     any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indentures);


(2)    the approval by the holders of our Capital Stock of any plan or proposal for the liquidation or dissolution of us (whether or not otherwise in compliance with the provisions of the Indentures); or
(3)    any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by our issued and outstanding Capital Stock.
For the avoidance of doubt, the consummation of the Company Conversion shall not constitute a “Change of Control.”
“Change of Control Triggering Event” means, in each case, the occurrence of both (i) a Change of Control and (ii) a Rating Event.
“Clearstream” means Clearstream Banking, a société anonyme as currently in effect or any successor securities clearing agency.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.
“Company Conversion” means the actions taken by us and our Subsidiaries in connection with our qualification as a REIT, including without limitation, (y) separating from time to time all or a portion of our United States and international businesses into, as defined by the Code, taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries (“QRS”) (it being understood that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Company Conversion) and (z) amending its charter to impose ownership limitations on our Capital Stock directly or indirectly by merging into a Wholly Owned Restricted Subsidiary of ours.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by us, a German government bond whose maturity is closest to the applicable First Par Call Date of the Notes being redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by us, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us.
“Consolidated Depreciation, Amortization and Accretion Expense” means with respect to any Person for any period, the total amount of depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and accretion expense, including the amortization of deferred financing fees or costs of such Person and its Restricted Subsidiaries for such period, on a consolidated basis and otherwise determined in accordance with GAAP.
“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


(a)    increased (without duplication) by the following, in each case to the extent deducted in determining Consolidated Net Income for such period:
(1)     provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes (including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a governmental agency, and any related interest, penalty, charge, fee or other amount) of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(2)     Consolidated Interest Expense of such Person for such period to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus
(3)     Consolidated Depreciation, Amortization and Accretion Expense of such Person for such period to the extent that the same were deducted (and not added back) in computing Consolidated Net Income; plus
(4)     any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering or the incurrence of Indebtedness permitted to be incurred in accordance with the applicable Indenture (including a refinancing thereof) (whether or not successful), in each case, deducted (and not added back) in computing Consolidated Net Income; plus
(5)     any other Non-cash Charges, including any provisions, provision increases, write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such Non-cash Charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus
(6)     any costs or expenses incurred by us or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to our capital or net cash proceeds of an issuance of Equity Interest of us (other than Disqualified Capital Stock); plus
(7)     cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (b) below for any previous period and not added back; plus
(8)    any net loss from disposed or discontinued operations; plus
(9)     any net unrealized loss (after any offset) resulting in such period from obligations under any Currency Agreements and the application of FASB Accounting Standards Codification (“ASC”) 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by us), the realized loss on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period; plus
(10)     any net unrealized loss (after any offset) resulting in such period from (A) currency translation or exchange losses including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates; plus


(11)     the amount of any minority interest expense (less the amount of any cash dividends paid in such period to holders of such minority interests); plus
(12)     the amount of any costs and expenses associated with the Company Conversion, including, without limitation, planning and advisory costs related to the foregoing; and
(b)     decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:
(1)     non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period;
(2)     any net gain from disposed or discontinued operations;
(3)     any net unrealized gain (after any offset) resulting in such period from obligations under any Currency Agreements and the application of ASC 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by us), the realized gain on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period; plus
(4)     any net unrealized gains (after any offset) resulting in such period from (A) currency translation or exchange gains including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates.
For purposes of this definition, calculations shall be done after giving effect on a pro forma basis for the period of such calculation to:
(1)    the incurrence or repayment of any Indebtedness or the designation or elimination (including by de-designation) of any Designated Revolving Commitments of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to make such calculation (the “Transaction Date”) for which financial statements are available, or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment of Indebtedness or designation or elimination (including by de-designation) of Designated Revolving Commitments, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and in the case of Designated Revolving Commitments, as if Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred throughout such period); and
(2)     any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X promulgated under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale


or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:
(1)     the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation:
(a)     any amortization of debt discount and the amortization or write-off of deferred financing costs, including commitment fees;
(b)    the net costs under Interest Swap Obligations;
(c)     all capitalized interest;
(d)     non-cash interest expense (other than non-cash interest on any convertible or exchangeable debt issued by us that exists by virtue of the bifurcation of the debt and equity components of such convertible or exchangeable Notes and the application of ASC 470-20 (or related accounting pronouncement(s)));
(e)     commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing;
(f)     dividends with respect to Disqualified Capital Stock;
(g)     dividends with respect to Preferred Stock of Restricted Subsidiaries of such Person;
(h)     imputed interest with respect to Sale and Leaseback Transactions; and
(i)     the interest portion of any deferred payment obligation; plus
(2)    the interest component of Finance Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; less
(3)     interest income for such period.
“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):
(1)     any after tax effect of extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto) or expenses;
(2)    any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations;
(3)    any after tax effect of gains or losses (including all fees and expenses relating thereto) attributable to sale, transfer, license, lease or other disposition of assets or abandonments or the sale, transfer or other disposition of any Equity Interest of any Person other than in the normal course of business;


(4)    the net income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, except to the extent of cash dividends or distributions paid to us or to a Restricted Subsidiary of ours by such Person;
(5)    any after tax effect of income (loss) from the early extinguishment of (1) Indebtedness, (2) obligations under any Currency Agreement or (3) other derivative instruments;
(6)    any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;
(7)    any non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights;
(8)    any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument;
(9)    income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);
(10)    in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor entity prior to such consolidation, merger or transfer of assets;
(11)    the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise; and
(12)     acquisition-related costs resulting from the application of ASC 805.
In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, but without duplication, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any sale, conveyance, transfer or other disposition of assets permitted under the Indentures (in each case, whether or not non-recurring).
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect us or any Restricted Subsidiary of ours against fluctuations in currency values.
“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.
“Designated Revolving Commitments” means the amount or amounts of any commitments to make loans or extend credit on a revolving basis to us or any of its Restricted Subsidiaries by any Person other than us or any of our Restricted Subsidiaries that has or have been designated (but only to the extent so designated) in an officers’ certificate delivered to the Trustee as “Designated Revolving Commitments” until such time as we subsequently delivers an officers’ certificate to the Trustee to the effect that the amount or amounts of such commitments shall no longer constitute “Designated Revolving Commitments.”
“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control),


matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), in each case, on or prior to the final maturity date of the Notes.
“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District of Columbia.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
“Equity Offering” means any public or private sale of our Common Stock or Preferred Stock (excluding Disqualified Stock), other than:
(a)     public offerings with respect to our or any direct or indirect parent company’s Common Stock registered on Form S-4 or Form S-8 (or similar forms under non-U.S. law);
(b)     issuances to any Subsidiary of ours;
(c)     issuances pursuant to the exercise of options or warrants outstanding on the date hereof;
(d)     issuances upon conversion of securities convertible into Common Stock outstanding on the date hereof;
(e)     issuances in connection with an acquisition of property in a transaction entered into on an arm’s-length basis; and
(f)     issuances pursuant to employee stock plans.
“euro” or “€” means the lawful currency of the member states of the European Union who have agreed to share a common currency in accordance with the provisions of the Maastricht Treaty dealing with European monetary union.
“Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearing agency.
“European Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of a member state of the European Union (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is pledged.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.
“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by our Board of Directors or any duly appointed officer of ours or a Restricted Subsidiary, as applicable, acting reasonably and in good faith and, in respect of any asset or property with a fair market value in excess of $50.0 million, shall be determined by our Board of Directors and shall be evidenced by a Board Resolution of our Board of Directors delivered to the Trustee.
“Finance Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as finance lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.
“Fitch” means Fitch Ratings Inc., or any successor to the rating agency business thereof.


“GAAP” means generally accepted accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of July 11, 2011.
“Indebtedness” means with respect to any Person, without duplication:
(1)     all Obligations of such Person for borrowed money;
(2)     all Obligations of such Person evidenced by bonds, debentures, Notes or other similar instruments;
(3)     all Finance Lease Obligations and all Attributable Debt of such Person;
(4)     all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);
(5)     all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit (A) securing Obligations (other than Obligations described in (1)-(4) above) entered into the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit) or (B) that are otherwise cash collateralized;
(6)     guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;
(7)     all Obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;
(8)     all Obligations under Currency Agreements and Interest Swap Obligations of such Person;
(9)     all Disqualified Capital Stock issued by such Person or Preferred Stock issued by such Person’s non-Domestic Restricted Subsidiaries with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; and
(10)     the aggregate amount of Designated Revolving Commitments in effect on such date.
For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indentures, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.


“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.
“Investment Grade Rating” means a rating equal to or greater than BBB- by S&P and Fitch and Baa3 by Moody’s or the equivalent thereof under any new ratings system if the ratings system of any such agency shall be modified after the Issue Date, or the equivalent rating of any other Rating Agency selected by us as provided in the definition of “Rating Agency.”
“Issue Date” means March 10, 2021.
“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that, in any event and not in limitation of the foregoing, a lease shall not be deemed to be a Lien if such lease is classified as an operating lease under GAAP.
“Material Subsidiary” means a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act.
“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.
“Non-cash Charges” means, with respect to any Person, (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
“Pari Passu Indebtedness” means any Indebtedness of ours that ranks pari passu in right of payment with the applicable series of Notes.
“Participating Member State” means each state, so described in any European Monetary Union legislation, which was a participating member state on December 31, 2003.
“Permitted Liens” means the following types of Liens:
(1)     Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which we or our Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
(2)     statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;


(3)     Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(4)     judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(5)     easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of our business or any of our Restricted Subsidiaries;
(6)     any interest or title of a lessor under any Finance Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Finance Lease Obligation (other than other property that is subject to a separate lease from such lessor or any of its Affiliates);
(7)     Liens securing Purchase Money Indebtedness incurred in the ordinary course of business; provided that (a) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of ours or any Restricted Subsidiary of ours other than the property and equipment so acquired or other property that was acquired from such seller or any of its Affiliates with the proceeds of Purchase Money Indebtedness and (b) the Lien securing such Purchase Money Indebtedness shall be created within 360 days of such acquisition;
(8)     Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(9)     Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(10)     Liens securing Interest Swap Obligations;
(11)     Liens securing Indebtedness under Currency Agreements;
(12)     Liens securing Acquired Indebtedness; provided that:
(a)     such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours; and
(b)     such Liens do not extend to or cover any property or assets of ours or of any of our Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of ours or a Restricted Subsidiary of ours and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by us or a Restricted Subsidiary of ours;


(13)     Liens on assets of a Restricted Subsidiary of ours;
(14)     leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of us and our Restricted Subsidiaries;
(15)     banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
(16)     Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(17)     Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;
(18)     Liens (a) on inventory held by and granted to a local distribution company in the ordinary course of business and (b) in accounts purchased and collected by and granted to a local distribution company that has agreed to make payments to us or any of our Restricted Subsidiaries for such amounts in the ordinary course of business;
(19)     [Reserved];
(20)     Liens securing Indebtedness in respect of Sale and Leaseback Transactions;
(21)     [Reserved];
(22)     Liens securing Indebtedness in respect of mortgage financings; and
(23)     Liens with respect to obligations (including Indebtedness) of us or any of our Restricted Subsidiaries otherwise permitted under the Indentures that do not exceed an amount equal to 3.5 times our Consolidated EBITDA for the Four Quarter Period to and including the most recent fiscal quarter for which our financial statements are internally available immediately preceding such date.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.
“Purchase Money Indebtedness” means Indebtedness of ours and our Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.
“Rating Agency” means (1) each of Fitch, Moody’s and S&P and (2) if Fitch, Moody’s or S&P ceases to rate the applicable series of Notes for reasons outside of our control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act selected by us as a replacement agency for Fitch, Moody’s or S&P, as the case may be.
“Rating Event” means the Notes of an applicable series are downgraded by at least one rating category from the applicable rating of such Notes on the first day of the Trigger Period by two of the Rating Agencies and/or cease to be rated by two of the Rating Agencies, in each case, on any date during the Trigger Period; provided that a Rating Event will not be deemed to have occurred unless the rating category of the applicable series of Notes is below an Investment Grade Rating by two of the Rating Agencies; provided, further, that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading Rating Agency does not publicly announce or confirm or inform the Trustee in writing at the our request that the reduction was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control Triggering


Event). Notwithstanding the foregoing, no Rating Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated; provided that in the event that a Rating Agency does not provide a rating of an applicable series of Notes on the first day of the Trigger Period, such absence of rating shall be treated as both a downgrade in the rating of such Notes below an Investment Grade Rating by such Rating Agency and a downgrade that results in such Notes no longer being rated at the rating category in effect on the first day of the Trigger Period by such Rating Agency, in each case, and shall not be subject to the second proviso in the immediately preceding sentence. The Trustee shall have no obligation to determine whether a Rating Event has occurred.
“REIT” means a “real estate investment trust” as defined and taxed under Sections 856-860 of the Code.
“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.
“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.
“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to us or a Restricted Subsidiary of any property, whether owned by us or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by us or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.
“Secured Indebtedness” means any Indebtedness secured by a Lien on any of our assets or any of our Restricted Subsidiaries.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute. “Subordinated Indebtedness” means Indebtedness of ours that is subordinated or junior in right of payment to the Notes.
“Subsidiary,” with respect to any Person, means:
(1)     any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or
(2)     any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.
“Tax” or “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings (including backup withholdings), fees and any charges of a similar nature (including interest, fines, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.
“Trigger Period” means the 60-day period commencing on the earlier of (i) the occurrence of a Change of Control or (ii) the first public announcement of the occurrence of a Change of Control or our intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the applicable Notes are under publicly announced consideration for possible downgrade by any two of the three Rating Agencies); provided that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its existing ratings) with respect to such Change of Control.
“Unrestricted Subsidiary” of any Person means:


(1)     any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and
(2)     any Subsidiary of an Unrestricted Subsidiary.
Our Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, we or any other Subsidiary of ours that is not a Subsidiary of the Subsidiary to be so designated; provided that each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of our assets of or any of our Restricted Subsidiaries.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if, immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.
“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by us or another Wholly Owned Restricted Subsidiary.
DESCRIPTION OF 3.650% SENIOR NOTES DUE 2033, 3.250% SENIOR NOTES DUE 2031 AND 3.625% SENIOR NOTES DUE 2034
The following description of the 3.650% Senior Notes due 2033 (the “September 2033 Euro Notes”), the 3.250% Senior Notes due 2031 (the “2031 Euro Notes”) and the 3.625% Senior Notes due 2034 (the “2034 Euro Notes” and, together with the September 2033 Euro Notes and the 2031 Euro Notes, the “2024 Notes” or the “notes”) is a summary and does not purport to be complete. The 2024 Notes are subject to and qualified in their entirety by reference to the indenture, dated as of March 18, 2024 (the “2024 Base Indenture”), by and between Equinix Europe 2 Financing Corporation LLC (the “Finco”), as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as registrar and trustee (the “Trustee”) as supplemented in the case of the September 2033 Euro Notes, by the Second Supplemental Indenture, dated as of September 3, 2024, by and between the Finco, as issuer, Equinix, Inc., as guarantor, the Trustee, and US Bank Europe DAC, UK Branch, (formerly Elavon Financial Services DAC, UK Branch), as paying agent (the “Paying Agent”), in the case of the 2031 Euro Notes, by the Third Supplemental Indenture, dated as of November 22, 2024, by and between the Finco, as issuer, the Equinix, Inc., as guarantor, the Trustee, and the Paying Agent and in the case of the 2034 Euro Notes, by the Fourth Supplemental Indenture, dated as of November 22, 2024, by and between the Finco, as issuer, the Equinix, Inc., as guarantor, and the Trustee, and the Paying Agent, (together with the Second Supplemental Indenture, the Third Supplemental Indenture and the 2024 Base Indenture, the “2024 Indentures”) which are incorporated by reference as exhibits to the Form 10-K of which this Exhibit 4.50 is a part. As of December 31, 2024, €600,000,000 aggregate principal amount of September 2033 Euro Notes was outstanding, €650,000,000 aggregate principal amount of the 2031 Euro Notes was outstanding, and €500,000,000 aggregate principal amount of 2034 Euro Notes was outstanding.
You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the 2024 Indentures. In this description, the references to “Equinix,” “we,” “us” or “our” refer to Equinix, Inc. and its consolidated subsidiaries, including Equinix Europe 2 Financing Corporation LLC, unless otherwise specified or where it is clear from the context that the term only means Equinix, Inc. or Equinix Europe 2 Financing Corporation LLC. References in this description to the Guarantor mean Equinix, Inc.


The 2024 Notes are fully and unconditionally guaranteed by Equinix, Inc. (such guarantees, the “Guarantees”).
The 2024 Notes are each traded on the Nasdaq Bond Exchange. We may, without the consent of the holders of the 2024 Notes, issue additional 2024 Notes having the same ranking, interest rate, maturity and other terms as the 2024 Notes previously issued. Any additional 2024 Notes having such similar terms, together with the 2024 Notes previously issued, will constitute a single series of 2024 Notes under the 2024 Indentures. Further, any additional 2024 Notes shall be issued under a separate CUSIP or ISIN number unless the additional 2024 Notes are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes.
The September 2033 Euro Notes will mature on September 3, 2033. Accrued and unpaid interest on the September 2033 Euro Notes is payable in euro annually in arrears on September 3 of each year, which we refer to as the “interest payment date,” beginning on September 3, 2025 to the persons in whose names the September 2033 Euro Notes are registered at the close of business on the preceding August 19, which we refer to as the “record date.” Interest on the September 2033 Notes has accrued from September 3, 2024.
The 2031 Euro Notes will mature on March 15, 2031. Accrued and unpaid interest on the 2031 Euro Notes is payable in euro annually in arrears on March 15 of each year, which we refer to as the “interest payment date,” beginning on March 15, 2024 to the persons in whose names the 2031 Euro Notes are registered at the close of business on the preceding February 28, which we refer to as the “record date.” Interest on the 2031 Euro Notes has accrued from November 22, 2024.
The 2034 Euro Notes will mature on November 22, 2034. Accrued and unpaid interest on the 2034 Euro Notes is payable in euro annually in arrears on November 22 of each year, which we refer to as the “interest payment date,” beginning on November 22, 2025 to the persons in whose names the 2034 Euro Notes are registered at the close of business on the preceding November 7, which we refer to as the “record date.” Interest on the 2034 Euro Notes has accrued from November 22, 2024.
Interest on the September 2033 Euro Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the September 2033 Notes (or September 3, 2024 if no interest has been paid on the September 2033 Euro Notes), to but excluding the next scheduled interest payment date.
Interest on the 2031 Euro Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2031 Euro Notes (or November 22, 2024 if no interest has been paid on the 2034 Euro Notes), to but excluding the next scheduled interest payment date.
Interest on the 2034 Euro Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2034 Euro Notes (or November 22, 2024, if no interest has been paid on the September 2034 euro Notes), to but excluding the next scheduled interest payment date.
The payment convention used for the 2024 Notes is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Any payment required to be made on any day that is not a Business Day will be made on the next Business Day as if made on the date that the payment was due and no interest will accrue on that payment for the period from the original payment date to the date of that payment on the next Business Day.
We will pay principal, interest, premium, if any, and additional amounts, if any, on the 2024 Notes in euro and at the office or agency maintained for that purpose, which initially will be the office of the Paying


Agent located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom. We will register the transfer of the 2024 Notes and exchange the 2024 Notes at our office or agency maintained for that purpose, which initially will be the Corporate Trust Office of the Trustee. We have initially appointed U.S. Bank Europe DAC, UK Branch (formerly Elavon Financial Services DAC, UK Branch) to act as Paying Agent and U.S. Bank Trust Company, National Association to act as Registrar in connection with the 2024 Notes. We may change the Paying Agent and registrar without prior notice to the Holders of the 2024 Notes, and we or any of our subsidiaries may act as Paying Agent and registrar. We may elect that payment of interest on 2024 Notes be made by wire transfer or by check mailed to the address of the appropriate person as it appears on the security register. So long as the registered owner of the 2024 Notes is a common depositary of Euroclear and Clearstream or their nominee, payment of principal and interest shall be made in accordance with the requirements of Euroclear and Clearstream. No service charge will be made for any transfer or exchange of 2024 Notes, but we may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
No service charge will be made for any registration of a transfer, exchange or redemption of the 2024 Notes, but the Finco and the Guarantor may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any such registration of transfer or exchange (but not for a redemption).
The 2024 Notes are the Finco’s unsecured senior obligations and rank equal in right of payment to all of the Finco’s existing and future unsecured and unsubordinated indebtedness. In addition, the Guarantor’s obligations under the Guarantees rank equally with all of its other unsecured and unsubordinated indebtedness and are effectively subordinated to all of the existing and future secured indebtedness of the Guarantor and structurally subordinated to all of the indebtedness and liabilities of other subsidiaries of the Guarantor.
The 2024 Notes are not subject to a sinking fund.
Transfer and Exchange
A Holder may transfer or exchange Notes in accordance with the 2024 Indentures. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and we may require a Holder to pay any taxes and fees required by law or permitted by the 2024 Indentures. We are not required to transfer or exchange any Note selected for redemption or tendered for repurchase, except for the unredeemed portion of any Note being redeemed in part that is equal to €100,000 or a multiple of €1,000 in excess thereof. Also, we are not required to issue, register the transfer of or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding interest payment date.
Optional Redemption
The Finco may redeem at its election, at any time or from time to time, some or all of the notes of any series before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium. Notwithstanding the foregoing, if the September 2033 Euro Notes are redeemed on or after June 3, 2033 (three (3) months prior to the maturity date of the September 2033 Euro Notes), the 2031 Euro Notes are redeemed on or after January 15, 2031 (two (2) months prior to the maturity date of the 2031 Euro Notes) or the 2034 Euro Notes are redeemed on or after August 22, 2034 (three (3) months prior to the maturity date of the 2034 Euro Notes) (each such date with respect to the applicable series of notes, the “First Par Call Date”), in each case, the redemption price will not include a make-whole premium for the applicable series of notes.


The Finco will calculate the make-whole premium with respect to any notes redeemed before the applicable First Par Call Date, as the excess, if any, of:
1.    the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on the applicable First Par Call Date (assuming the notes matured on the applicable First Par Call Date), in each case determined by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 25 basis points in the case of the September 2033 Euro Notes, plus 20 basis points in the case of the 2031 Euro Notes and 20 basis points in the case of the 2034 Euro Notes; over
2.    the principal amount of such note.
Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.
Selection and Notice of Redemption
In the event that the Finco chooses to redeem less than all of an applicable series of notes, selection of the notes for redemption will be made by the Trustee:
1.    by a method that complies with the requirements, as certified to the Trustee by the Finco and the Guarantor, of the principal securities exchange, if any, on which such notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that if such notes are represented by one or more global notes, beneficial interests in such notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
2.    if such notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and such notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.
No notes of a principal amount of €100,000 or less shall be redeemed in part. The Finco and the Guarantor will also comply with any other requirements of the securities exchange, if any, on which the applicable series of notes are listed at such time. Notice of redemption will be mailed by first-class mail at least 10 but not more than 60 days before the redemption date to each Holder of the applicable series of notes to be redeemed at its registered address (or, in the case of notes represented by global notes, notice will be given in accordance with the applicable procedures of Euroclear or Clearstream) and the Trustee, provided that, if the redemption notice is issued in connection with a defeasance of an applicable series of notes or satisfaction and discharge of the applicable 2024 Indenture governing the notes, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any note is to be redeemed in part only, then the notice of redemption that relates to such note must state the portion of the principal amount thereof to be redeemed. A new note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made). On and after the redemption date, interest will cease to accrue on the applicable series of notes or portions thereof called for redemption as long as the Finco has deposited with the paying agent funds in satisfaction of the applicable redemption price. Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to “—Redemption upon a Tax Event” (which must be irrevocable), may, at the Finco’s and the Guarantor’s discretion, be subject to one or more conditions precedent.


Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, unless the Finco or a third party has previously or concurrently delivered a redemption notice with respect to all outstanding notes of an applicable series as described under “—Redemption upon a Tax Event” or “—Optional Redemption,” the Finco will be required to make an offer to purchase each Holder’s notes of an applicable series pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase.
Within 30 days following the date upon which the Change of Control Triggering Event occurred, the Finco must send, or cause the Trustee to send, by first class mail (or, in the case of notes represented by global notes, in accordance with the applicable procedures of Euroclear or Clearstream), a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 10 days nor later than 60 days after the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed and specifying the portion (equal to €100,000 and integral multiples of €1,000 in excess thereof) of such Holder’s notes that it agrees to sell to the Finco pursuant to the Change of Control Offer, to the paying agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
If a Change of Control Offer is made, there can be no assurance that the Finco and the Guarantor will have available funds sufficient to pay the purchase price for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Finco is required to purchase outstanding notes of an applicable series pursuant to a Change of Control Offer, the Finco expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Finco would be able to obtain such financing. In addition, there can be no assurance that the Finco and the Guarantor would be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness that may in the future prohibit the Change of Control Offer. The failure to consummate a Change of Control Offer would constitute an Event of Default under the 2024 Indentures.
One of the events that constitutes a Change of Control under the 2024 Indentures is the disposition of “all or substantially all” of the Guarantor’s assets. This term has not been interpreted under New York law, which is the governing law of the 2024 Indentures, to represent a specific quantitative test. As a consequence, if Holders of an applicable series of notes assert that the Finco is required to make a Change of Control Offer and the Finco elects to contest such assertion, there is uncertainty as to how a court interpreting New York law would interpret the term. Neither the Board of Directors of either Obligor nor the Trustee may waive the covenant of the Finco to make a Change of Control Offer following a Change of Control Triggering Event. Restrictions in the 2024 Indentures described herein on the ability of the Finco, the Guarantor and their Subsidiaries to incur additional secured Indebtedness and to grant Liens on the property of the Guarantor and its Restricted Subsidiaries may also make more difficult or discourage a takeover of the Finco or the Guarantor, whether favored or opposed by the management, member or stockholders of the Finco and the Guarantor, as applicable. There can be no assurance that the Finco and the Guarantor or the acquiring party will have sufficient financial resources to effect a Change of Control Offer. Such restrictions may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Finco, the Guarantor or any of their Subsidiaries by their respective management. However, the 2024 Indentures may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, amalgamation, restructuring, merger or similar transaction.
The Finco will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the 2024 Indentures applicable to a Change of Control Offer made by the Finco and purchases all notes validly tendered and not withdrawn under such


Change of Control Offer. The Finco (or a third party) may make a Change of Control Offer in advance of, and conditioned upon, any Change of Control Triggering Event.
The Finco and the Guarantor will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of an applicable series of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the 2024 Indentures, the Finco and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the 2024 Indentures by virtue thereof.
Issuance in Euro
Initial Holders will be required to pay for the notes in euro, and all payments of interest and principal, including payments made upon any redemption of any series of notes, will be payable in euro. If, on or after the date of the applicable prospectus supplement, the euro is unavailable to the Finco and the Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of any series of notes will be made in U.S. dollars until the euro is again available to the Finco and the Guarantor or so used. The amount payable on any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for euro. Any payment in respect of any series of notes so made in U.S. dollars will not constitute an event of default under the notes of such series or the applicable 2024 Indenture governing the notes. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Investors will be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them.
Additional Amounts
All payments made by the Finco and the Guarantor under or with respect to the notes will be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If any deduction or withholding by any applicable withholding agent for or on account of any Taxes imposed or levied by or on behalf of the United States or a taxing authority of or in the United States (a “Tax Jurisdiction”) will at any time be required to be made in respect of any payments made by the Finco and the Guarantor under or with respect to the notes, including payments of principal, redemption price, purchase price, interest or premium, then the Finco and the Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of the notes that is not a U.S. Person (as defined below) after such withholding, deduction or imposition (including any such withholding, deduction or imposition in respect of any such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
1.    any Taxes, to the extent such Taxes would not have been imposed but for the Holder of a note (or the beneficial owner for whose benefit such Holder holds such note) or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a)    having a current or former connection with the relevant Tax Jurisdiction (other than a connection arising solely from the ownership or disposition of such note, the enforcement of rights under such note or the receipt of any payments in respect of such note), including being


or having been a citizen or resident of such Tax Jurisdiction, being or having engaged in a trade or business in such Tax Jurisdiction or having or having had a permanent establishment in such Tax Jurisdiction; or
(b)    being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes, a corporation that has accumulated earnings to avoid U.S. federal income tax, or a private foundation or other tax-exempt organization;
2.    any Holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of Additional Amounts had the beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment;
3.    any Taxes required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;
4.    any Taxes, to the extent such Taxes were imposed as a result of the presentation of a note for payment more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder or beneficial owner would otherwise have been entitled to Additional Amounts had the note been presented on the last day of such 30-day period);
5.    any Taxes that are payable otherwise than by deduction or withholding from a payment on or with respect to the notes;
6.    any U.S. federal withholding tax imposed as a result of the beneficial owner:
(a)    being a controlled foreign corporation for U.S. federal income tax purposes related to the Finco and the Guarantor;
(b)    being or having been a “10-percent shareholder” of the Guarantor or the Finco as defined in Section 871(h)(3) of the Code; or
(c)    being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
7.    any estate, inheritance, gift, sales, transfer, excise, wealth, capital gains, personal property or similar Taxes;
8.    any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of notes to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification or documentation;
9.    any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the applicable 2024 Indenture (or any amended or successor version that is substantively comparable), any regulations promulgated thereunder or any other official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the date of the applicable 2024 Indenture (or any amended or successor version described above)


or any intergovernmental agreements (and any related law, regulation or official administrative guidance) implementing the foregoing; or
10.    any combination of items (1) through (9) above.
Except as specifically provided under this heading “Additional Amounts,” the Finco and the Guarantor will not be required to make any payment for any Tax.
If the Finco and the Guarantor become aware that they will be obligated to pay Additional Amounts with respect to any payment under or with respect to the notes, the Finco and the Guarantor will deliver to the Trustee and paying agent promptly prior to the date of that payment an officers’ certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The officers’ certificate must also set forth any other information reasonably necessary to enable the paying agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and paying agent shall be entitled to rely solely on such officers’ certificate as conclusive proof that such payments are necessary.
The Finco or the Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Finco and the Guarantor will use their reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld.
The Finco and the Guarantor will furnish to the Trustee upon reasonable written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Finco and the Guarantor, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other reasonable evidence of payments by such entity.
Whenever in the 2024 Indentures or in this description there is mentioned, in any context, the payment of amounts based upon the principal amount of the notes or of principal, interest or of any other amount payable under, or with respect to, any of the notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The above obligations will survive any termination, defeasance or discharge of the applicable 2024 Indenture, any transfer by a Holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any successor Person to the Finco and the Guarantor.
As used under this heading “Additional Amounts” and under the heading “Redemption upon a Tax Event,” the term “United States” means the United States of America, any state thereof and the District of Columbia, and the term “U.S. Person” means any person that is, for U.S. federal income tax purposes, an individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Redemption upon a Tax Event
The Finco may redeem the notes of any series, in whole but not in part, at its option, at any time upon giving not less than 10 nor more than 60 days’ prior notice to the Holders of the notes of the applicable series and the Trustee (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (“Tax Event Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Event Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date and Additional Amounts (if any) in respect thereof), if, on the next date on which any amount would be payable in respect of the notes of the


applicable series, the Finco is or, based upon an opinion of independent tax counsel of recognized standing in the relevant Tax Jurisdiction, would be required to pay Additional Amounts in respect of the notes of the applicable series and cannot avoid such payment obligation by taking reasonable measures available to the Finco, and such requirement arises as a result of:
1.    any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction, which change or amendment is announced and becomes effective after the Issue Date; or
2.    any amendment to, or change in, an official written interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which amendment or change is announced and becomes effective after the Issue Date.
The Finco will not give any such notice of redemption of the applicable series of notes earlier than 60 days prior to the earliest date on which the Finco would be obligated to pay Additional Amounts if a payment in respect of the notes of the applicable series was then due, and the obligation to pay Additional Amounts must be in effect at the time such notice is given. Before the Finco publishes or delivers a notice of redemption in respect of a Tax Event Redemption Date as described above, the Finco and the Guarantor will deliver to the Trustee an officers’ certificate to the effect that the Finco cannot avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and, if required, the opinion of independent tax counsel described above. Any notice of redemption shall otherwise be given pursuant to the procedures described under “—Optional Redemption.” The Trustee shall accept, and will be entitled to conclusively rely on, such an opinion of counsel and such officers’ certificate as sufficient evidence of the existence and satisfaction of the conditions precedent described in clause (1) or (2) above, as applicable, and upon delivery of such opinion of counsel and officers’ certificate to the Trustee, the Finco will be entitled to give notice of redemption hereunder and such notice of redemption will be conclusive and binding on the Holders of the notes of the applicable series.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
The Finco and the Guarantor are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Finco may be required to offer to purchase the notes as described under “—Change of Control Triggering Event.” We may at any time and from time to time purchase notes of any series in the open market or otherwise (including pursuant to cash-settled swaps or derivatives), subject to compliance with applicable securities laws.
Holding Company Structure
Equinix, Inc. is a holding company for its Subsidiaries. Substantially all of Equinix, Inc.’s operations are conducted through its Subsidiaries and Equinix, Inc. derives substantially all its revenues from its Subsidiaries, and substantially all of its operating assets are owned by its Subsidiaries. Accordingly, Equinix, Inc. is dependent upon the distribution of the earnings of its Subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations and its obligations under the guarantee of the notes. In addition, the claims of the Holders are subject to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such Restricted Subsidiaries. There can be no assurance that, after providing for all prior claims, there would be sufficient assets available from Equinix, Inc. and its Subsidiaries to satisfy the claims of the Holders of the notes.
Guarantee
The notes are fully and unconditionally guaranteed on an unsecured basis by Equinix, Inc. Equinix, Inc.’s obligations under the guarantee rank equally with all of its other unsecured and unsubordinated


indebtedness and are effectively subordinated to all of the other secured indebtedness of Equinix, Inc. and structurally subordinated to all of the liabilities of other Subsidiaries of Equinix, Inc.
Equinix, Inc. has the right, at its option at any time, without the consent of any Holders of any series of notes, to be substituted for, and assume the obligations of, the Finco under the applicable series of notes that is then outstanding if, immediately after giving effect to such substitution, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing (other than a Default or Event of Default that would be cured by such substitution); provided that Equinix, Inc. executes a supplemental indenture in which it agrees to be bound by the terms of the applicable series of notes and the applicable 2024 Indenture. In the case of such a substitution and assumption by Equinix, Inc. (an “Equinix Substitution”), (i) the Finco will be relieved of any further obligations under the assumed notes of the applicable series and the applicable 2024 Indenture, (ii) Equinix, Inc. will be released from all obligations under the guarantee and will instead become the primary (and sole) obligor under such notes and the related 2024 Indenture provisions and (iii) bankruptcy and certain other events affecting the Finco but not Equinix, Inc. will no longer be Events of Default. For the avoidance of doubt, other than the conditions in this paragraph, nothing in the 2024 Indentures shall prevent an Equinix Substitution. Following such Equinix Substitution, references in the applicable prospectus, any applicable prospectus supplement and in the 2024 Indentures to the Finco shall be deemed to instead refer to Equinix, Inc. with respect to the applicable series of notes to which such Equinix Substitution applied.
Certain Covenants
The 2024 Indentures contain, among others, the following covenants:
Limitation on liens. The Finco and the Guarantor will not, and will not cause or permit any of the Restricted Subsidiaries of the Guarantor to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Guarantor or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:
1.    in the case of Liens securing Subordinated Indebtedness, the notes or the guarantee is secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
2.    in all other cases, the notes are equally and ratably secured, except for:
(a)    Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;
(b)    Liens securing the Obligations of the Finco and the Guarantor and the Obligations of the Restricted Subsidiaries of the Guarantor under any hedge facility permitted under the 2024 Indentures to be entered into by the Finco and the Guarantor and the Restricted Subsidiaries of the Guarantor;
(c)    Liens securing the notes or the Guarantor’s guarantee thereof;
(d)    Liens in favor of the Finco and the Guarantor or a Wholly Owned Restricted Subsidiary of the Guarantor on assets of any Restricted Subsidiary of the Guarantor; and
(e)    Permitted Liens.
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Disqualified Capital


Stock in the form of additional shares of the same class, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.
Limitation on Sale and Leaseback Transactions. The Finco and the Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or assets unless:
1.    the Sale and Leaseback Transaction is solely with the Finco, the Guarantor or a Restricted Subsidiary;
2.    the lease is for a period not in excess of 36 months (or which may be terminated by either Obligor or any of its Subsidiaries within a period of not more than 36 months);
3.    the Finco and the Guarantor would be able to incur Indebtedness secured by a Lien with respect to such Sale and Leaseback Transaction without equally and ratably securing the notes pursuant to the second enumerated item of the “Limitation on liens” subsection described above (other than in reliance on clause (20) of the definition of “Permitted Liens”); or
4.    the Finco, the Guarantor or such Restricted Subsidiary within 365 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such property to (i) the redemption of notes, other Indebtedness of the Finco ranking on a parity with the notes in right of payment or Indebtedness of the Finco, the Guarantor or a Restricted Subsidiary or (ii) the purchase of other property; provided that, in lieu of applying such amount to the retirement of Pari Passu Indebtedness, the Finco may deliver notes to the Trustee for cancellation; such notes to be credited at the cost thereof to the Finco.
Consolidation, merger and sale of assets. Neither the Finco nor the Guarantor will, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Guarantor to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Finco or the Guarantor’s assets (determined on a consolidated basis for the Guarantor and the Guarantor’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:
1.    in the case of the Finco, the Finco shall be the surviving or continuing Person, or the Person (if other than the Finco) formed by such consolidation or into which the Finco is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Finco substantially as an entirety (the “Issuer Surviving Entity”) (A) shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and (B) shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, interest on all of the notes and the performance of every covenant of each respective series of notes and applicable 2024 Indenture on the part of the Finco to be performed or observed;
2.    in the case of the Guarantor, the Guarantor shall be the surviving or continuing Person, or the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Guarantor and of the Guarantor’s Restricted Subsidiaries substantially as an entirety (the “Guarantor Surviving Entity”) (A) shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and (B) shall expressly assume, by supplemental indenture (in form satisfactory to the Trustee), executed and delivered to the Trustee, the performance of the


guarantee and every covenant of each respective series of notes and applicable 2024 Indenture on the part of the Guarantor to be performed or observed;
3.    immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B) and clause (2)(B) above, no Default or Event of Default shall have occurred or be continuing; and
4.    the Finco, or the Finco Surviving Entity and the Guarantor, or the Guarantor Surviving Entity shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of the applicable 2024 Indenture and that all conditions precedent in the applicable 2024 Indenture relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Guarantor, in a single or a series of related transactions, which properties and assets, if held by the Guarantor instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor.
Notwithstanding the foregoing clauses 1, 2 and 3, but subject to the proviso in clause 1(A) and clause 2(A), the Finco and the Guarantor may merge with (a) any of the Guarantor’s Wholly Owned Restricted Subsidiaries, (b) in the case of the Finco, the Guarantor, or (c) an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Finco or the Guarantor in another jurisdiction.
Each 2024 Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Finco or the Guarantor in accordance with the foregoing in which the Finco or the Guarantor is not the continuing Person, the successor Person formed by such consolidation or into which the Finco or the Guarantor is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Finco and the Guarantor under the applicable 2024 Indenture and the applicable series of notes with the same effect as if such surviving entity had been named as such and all financial information and reports required by the 2024 Indentures shall be provided by and for such surviving entity.
For the avoidance of doubt, following an Equinix Substitution, this covenant shall cease to apply to the Finco. Nothing in this covenant shall prevent the Guarantor from consummating an Equinix Substitution or prevent the Guarantor or any Restricted Subsidiary from consummating the Guarantor Conversion.
Reports to Holders. Whether or not the Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Guarantor must provide the Trustee and, upon request, to any Holder of the notes within fifteen (15) Business Days after filing, or in the event no such filing is required, within fifteen (15) Business Day after the end of the time periods specified in those sections with:
(1)    all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Guarantor were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial statements only, a report thereon by the Guarantor’s certified independent accountants, and
(2)    all current reports that would be required to be filed with the SEC on Form 8-K if the Guarantor were required to file such reports;


provided that the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s EDGAR system or on the Guarantor’s website within the applicable time period.
In addition, whether or not required by the SEC, the Guarantor will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, the Guarantor will make the information and reports available to securities analysts and prospective investors upon request. If the Guarantor had any Unrestricted Subsidiaries during the relevant period, the Guarantor will also provide to the Trustee and, upon request, to any Holder of the notes, information sufficient to ascertain the financial condition and results of operations of the Guarantor and its Restricted Subsidiaries, excluding in all respects the Unrestricted Subsidiaries.
Notwithstanding anything to the contrary herein, the Finco and the Guarantor will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “—Events of Default” until 90 days after the date any report hereunder is due to be delivered to the Trustee.
Compliance Certificate
For as long as any debt securities of a series are outstanding, the Finco and the Guarantor must deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Finco and the Guarantor and the Subsidiaries subsidiaries of the Finco and the Guarantor during the preceding fiscal year has been made under the supervision of the signing officer of the Finco and the Guarantor with a view to determining whether each has kept, observed, performed and fulfilled its obligations under the 2024 Base Indenture. The signing Officers must certify that to the best of their knowledge, each entity has kept, observed, performed and fulfilled each and every covenant contained in the 2024 Base Indenture and is not in default in the performance or observance of any of its terms, provisions and conditions (or, if a Default or Event of Default has occurred, describe all such Defaults or Events of Default of which they may have knowledge and what action the Finco and the Guarantor are taking or propose to take with respect thereto).
The Trustee
Each 2024 Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in such indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the applicable 2024 Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
The 2024 Indentures and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it become a creditor of the Finco or the Guarantor, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict or resign.
Book-Entry System and Form of Notes
The notes will be issued in the form of one or more global securities, in definitive, fully registered form without interest coupons, each of which we refer to as a “global security.” Each such global security will be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee. We will not issue certificated securities to you for the notes you purchase, except in the limited circumstances described below.
Beneficial interests in the global securities will be represented, and transfers of such beneficial interest will be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or


indirect participants in Clearstream or Euroclear. Investors may hold beneficial interests in notes directly through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. The address of Clearstream is 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg, and the address of Euroclear is 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium.
Beneficial interests in the global securities will be shown on, and transfers of beneficial interests in the global securities will be made only through, records maintained by Clearstream or Euroclear and their participants. When you purchase notes through the Clearstream or Euroclear systems, the purchases must be made by or through a direct or indirect participant in the Clearstream or Euroclear system, as the case may be. The participant will receive credit for the notes that you purchase on Clearstream’s or Euroclear’s records, and, upon its receipt of such credit, you will become the beneficial owner of those notes. Your ownership interest will be recorded only on the records of the direct or indirect participant in Clearstream or Euroclear, as the case may be, through which you purchase the notes and not on Clearstream’s or Euroclear’s records. Neither Clearstream nor Euroclear, as the case may be, will have any knowledge of your beneficial ownership of the notes. Clearstream’s or Euroclear’s records will show only the identity of the direct participants and the amount of the notes held by or through those direct participants. You will not receive a written confirmation of your purchase or sale or any periodic account statement directly from Clearstream or Euroclear. You should instead receive those documents from the direct or indirect participant in Clearstream or Euroclear through which you purchase the notes. As a result, the direct or indirect participants are responsible for keeping accurate account of the holdings of their customers. The paying agent will wire payments on the notes to the Common Depositary as the Holder of the global securities. The Trustee, the paying agent and we will treat the Common Depositary or any successor nominee to the Common Depositary as the owner of the global securities for all purposes. Accordingly, the Trustee, the paying agent and we will have no direct responsibility or liability to pay amounts due with respect to the global securities to you or any other beneficial owners in the global securities. Any redemption or other notices with respect to the notes will be sent by us directly to Clearstream or Euroclear, which will, in turn, inform the direct participants (or the indirect participants), which will then contact you as a beneficial Holder, all in accordance with the rules of Clearstream or Euroclear, as the case may be, and the internal procedures of the direct participant (or the indirect participant) through which you hold your beneficial interest in the notes. Euroclear and Clearstream will credit payments to the cash accounts of Euroclear participants or Clearstream customers in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Euroclear and Clearstream have established their procedures in order to facilitate transfers of the notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue or change those procedures at any time. The registered Holder of the notes will be a nominee of the Common Depositary.
Same Day Settlement and Payment
The underwriters will make settlement for the notes in immediately available funds. The Finco will make all payments of principal and interest in respect of the notes in immediately available funds.  It is intended that notes will be credited to the securities custody accounts of Clearstream and Euroclear Holders on the settlement date on a delivery against payment basis. None of the notes may be held through, no trades of the notes will be settled through, and no payments with respect to the notes will be made through, The Depository Trust Company in the United States of America. We expect that secondary trading in certificated securities, if any, will also be settled in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.
Events of Default
The following events are defined in each 2024 Indenture as “Events of Default”:
(1)    the failure to pay interest on any notes of the applicable series when the same becomes due and payable and the default continues for a period of 30 days;


(2)    the failure to pay the principal on any notes of the applicable series, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase the notes tendered pursuant to a Change of Control Offer) on the date specified for such payment in the applicable offer to purchase;
(3)    a default in the observance or performance of any other covenant or agreement contained in the applicable 2024 Indenture which default continues for a period of 60 days after the Finco and the Guarantor receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the notes of the applicable series (except in the case of a default with respect to the “Consolidation, merger and sale of assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(4)    the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Finco, the Guarantor or any Restricted Subsidiary of the Guarantor, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Finco, the Guarantor or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time;
(5)    certain events of bankruptcy affecting the Finco, the Guarantor or any of its Material Subsidiaries; or
(6) the Guarantor’s guarantee ceases to be in full force and effect, other than in accordance with the terms of the applicable 2024 Indenture, or the Guarantor denies or disaffirms in writing its obligations under its guarantee of the applicable series of notes, other than in accordance with the terms thereof or upon release of its guarantee of the applicable series of notes in accordance with the applicable 2024 Indenture.
If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Finco or the Guarantor) shall occur and be continuing with respect to a series of notes, the Trustee or the Holders of at least 25% in principal amount of outstanding notes of such series may declare the principal of and accrued interest on all the notes of such series to be due and payable by notice in writing to the Finco and the Guarantor and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable.
If an Event of Default specified in clause (5) above with respect to the Finco or the Guarantor occurs and is continuing with respect to a series of notes, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding notes of such series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
Each 2024 Indenture provides that, at any time after a declaration of acceleration with respect to the applicable series of notes as described in the preceding paragraphs, the Holders of a majority in principal amount of such notes may rescind and cancel such declaration and its consequences:
1.    if the rescission would not conflict with any judgment or decree;
2.    if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;


3.    to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
4.    if the Finco has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
5.    in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
The Holders of a majority in principal amount of any series of notes may waive any existing Default or Event of Default under the applicable 2024 Indenture, and its consequences, except a default in the payment of the principal of or interest on any notes of such series.
Holders of a series of notes may not enforce the applicable 2024 Indenture or the notes except as provided in the applicable 2024 Indenture and under the Trust Indenture Act. Subject to the provisions of the 2024 Indentures relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the 2024 Indentures at the request, order or direction of any of the Holders, unless such Holders have offered, and if requested, provide to the Trustee indemnity satisfactory to the Trustee. Subject to all provisions of the applicable 2024 Indenture and applicable law, the Holders of a majority in aggregate principal amount of a then outstanding series of notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
Under the 2024 Indentures, the Finco and the Guarantor are required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.
Modification of the 2024 Indentures
Except as provided in the next two succeeding paragraphs, the Finco, the Guarantor and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the notes of a series then outstanding (including consents obtained in connection with a tender offer or exchange offer for such notes) may amend the applicable 2024 Indenture or the notes of such series and the Holders of at least a majority in aggregate principal amount of the notes of a series outstanding may waive any past default or compliance with any provisions of the applicable 2024 Indenture or the notes of such series.
Without the consent of each Holder of an outstanding note of a series, no amendment or waiver may:
1.    reduce the principal amount, or extend the fixed maturity, of the notes of such series, alter or waive the redemption provisions of the notes of such series;
2.    change the currency in which principal, any premium or interest is paid;
3.    reduce the percentage in principal amount outstanding of the notes of such series which must consent to an amendment, supplement or waiver or consent to take any action;
4.    impair the right to institute suit for the enforcement of any payment on the notes of such series or any guarantee;
5.    waive a payment default with respect to the notes of such series or any guarantor;


6.    reduce the interest rate or extend the time for payment of interest on the notes of such series;
7.    adversely affect the ranking of the notes of such series;
8.    release the Guarantor from any of its obligations under its guarantee or the applicable 2024 Indenture, except in compliance with the terms of such Indenture; or
9.    after the Finco’s obligation to purchase notes of such series arises thereunder, amend, change or modify in any material respect the obligation of the Finco to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event or, after such Change of Control Triggering Event has occurred, modify any of the provisions or definitions with respect thereto.
Each 2024 Indenture and the notes of the applicable series may be amended by the Finco, the Guarantor and the Trustee without the consent of any Holder of the notes of such series to:
1.    cure any ambiguity, defect or inconsistency;
2.    provide for the assumption by an Issuer Surviving Entity of the obligations of the Finco under the applicable 2024 Indenture and/or the assumption by a Guarantor Surviving Entity of the obligations of the Guarantor under such Indenture;
3.    provide for uncertificated notes in addition to or in place of certificated notes of such series;
4.    add additional guarantees with respect to the notes of such series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by the applicable 2024 Indenture;
5.    secure the notes of such series, add to the covenants of the Finco and the Guarantor for the benefit of the Holders of the notes of such series or surrender any right or power conferred upon the Finco and the Guarantor;
6.    make any change that does not adversely affect the rights of any Holder of the notes of such series;
7.    comply with any requirement of the SEC in connection with the qualification of the applicable 2024 Indenture under the Trust Indenture Act;
8.    provide for the issuance of Additional Notes in accordance with the applicable 2024 Indenture;
9.    evidence and provide for the acceptance of appointment by a successor Trustee;
10.    conform the text of the applicable 2024 Indenture or the notes of such series to any provision of the section entitled “Description of Notes” in the applicable prospectus supplement the extent that such provision in such section was intended to be a recitation of a provision of such Indenture or such notes;
11.    make any amendment to the provisions of the applicable 2024 Indenture relating to the transfer and legending of the notes of such series as permitted by such Indenture, including, without limitation to facilitate the issuance and administration of the notes of such series; provided that (i) compliance with the applicable 2024 Indenture as so amended would not result in the notes of such series being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the notes of such series; or


12. to evidence the substitution of the Guarantor for the Finco and the assumption by the Guarantor of the rights, powers, covenants, agreements and obligations of the Finco pursuant to the relevant provisions in the applicable 2024 Indenture.
The consent of the Holders of the notes of an applicable series is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.
No Personal Liability of Directors, Officers, Employees and Stockholders
No past, present or future director, officer, employee, incorporator, agent, stockholder or Affiliate of the Finco and the Guarantor, as such, shall have any liability for any obligations of the Finco and the Guarantor under the notes or under the 2024 Indentures or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liabilities. The waiver and release are part of the consideration for the issuance of the notes. Such waiver may not be effective to waive liabilities under federal securities law, and it is the view of the SEC that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
The Finco may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding notes of any series (“Legal Defeasance”). Such Legal Defeasance means that the Finco shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding notes of the applicable series, except for:
1.    the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the notes of the applicable series when such payments are due;
2.    the Finco’s obligations with respect to the applicable series of notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;
3.    the rights, powers, trust, duties and immunities of the Trustee, the Finco and the Guarantor’ obligations in connection therewith; and
4.    the Legal Defeasance provisions of the applicable 2024 Indenture.
In addition, the Finco may, at its option and at any time, elect to have the obligations of the Finco and the Guarantor released with respect to certain covenants that are described in any 2024 Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes of the applicable series. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “—Events of Default” will no longer constitute an Event of Default with respect to the notes of the applicable series.
In order to exercise either Legal Defeasance or Covenant Defeasance:
1.    the Finco or the Guarantor must irrevocably deposit with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), for the benefit of the Holders, cash in euro (or U.S. dollars as described under “—Issuance in Euro”), non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the notes of the applicable series on the stated date for payment thereof or on the applicable redemption date, as the case may be;


2.    in the case of Legal Defeasance, the Finco and the Guarantor shall have delivered to the Trustee an opinion of counsel in the United States in form reasonably acceptable to the Trustee confirming that:
(a)    the Finco and the Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling; or
(b)    since the date of the applicable 2024 Indenture, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, beneficial owners of the notes of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
3.    in the case of Covenant Defeasance, the Finco and the Guarantor shall have delivered to the Trustee an opinion of counsel in the United States in form reasonably acceptable to the Trustee confirming that beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
4.    no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);
5.    such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the applicable 2024 Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Finco, the Guarantor or a Restricted Subsidiary of the Guarantor is a party or by which the Finco, the Guarantor or a Restricted Subsidiary of the Guarantor is bound;
6.    the Finco and the Guarantor shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Finco or the Guarantor, as applicable, with the intent of preferring the Holders over any other creditors of the Finco or the Guarantor, as applicable, or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Finco, the Guarantor or others;
7.    the Finco and the Guarantor shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;
8.    the Finco and the Guarantor shall have delivered to the Trustee an opinion of counsel stating that assuming no intervening bankruptcy of the Finco between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of the Finco or the Guarantor, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and
9.    certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the opinion of counsel required by clause 2 above with respect to a Legal Defeasance need not be delivered if all notes of the applicable series not theretofore delivered to the


Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date or a redemption date within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Finco.
Satisfaction and Discharge
A 2024 Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes of the applicable series, as expressly provided for in such 2024 Indenture) as to all outstanding notes of such series when:
1.    either:
(a)    all notes of the applicable series theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Finco and thereafter repaid to the Finco or discharged from such trust) have been delivered to the Trustee for cancellation; or
(b)    all notes of the applicable series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Finco, and the Finco or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or with a custodian or account bank appointed on behalf of the Trustee), funds in an amount in cash in euro (or U.S. dollars as described under “—Issuance in Euro”), non-callable European Government Obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, sufficient to pay and discharge the entire Indebtedness on the applicable series of notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the applicable series of notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Finco directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
2.    the Finco or the Guarantor has paid all other sums payable under such 2024 Indenture by it with respect to the applicable series of notes; and
3.    the Finco and the Guarantor have delivered to the Trustee an officers’ certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, stating that all conditions precedent under such 2024 Indenture relating to the satisfaction and discharge of such 2024 Indenture have been complied with.
Governing Law
The 2024 Indentures provide that the 2024 Indentures, the notes and the guarantees are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the 2024 Indentures. Reference is made to the 2024 Indentures for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.
“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Guarantor or at the time it merges or consolidates with


or into the Guarantor or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Guarantor or such acquisition, merger or consolidation.
“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.
“Asset Acquisition” means (1) an investment by the Guarantor or any Restricted Subsidiary of the Guarantor in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Guarantor or any Restricted Subsidiary of the Guarantor, or shall be merged with or into the Guarantor or any Restricted Subsidiary of the Guarantor, or (2) the acquisition by the Guarantor or any Restricted Subsidiary of the Guarantor of the assets of any Person (other than a Restricted Subsidiary of the Guarantor) that constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.
“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.
“Authorized Officer” means, when used with respect to the Finco, the Manager, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or Secretary of the Finco and when used with respect to the Guarantor, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or Secretary of the Guarantor.
“Authorized Person” means, (i) when used with respect to the Finco, (a) any Authorized Officer of the Finco and (b) any Authorized Officer of the Guarantor designated to act in the name of the Finco pursuant to a Board Resolution of the Finco and (ii) when used with respect to the Guarantor, any Authorized Officer of the Guarantor.
“Board of Directors” means, as to any Person, (i) the board of directors (or similar governing body) or Managers, as applicable, of such Person, (ii) any duly authorized committee of such board, or (iii) any officer, director, or authorized representative of such Person, in each case duly authorized by such board or Managers to act hereunder.
“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person (or, in the case of the Finco, any Authorized Person thereof) to have been duly adopted by the Board of Directors or the Managers of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.
“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York, The City of London or other place of payment on the notes are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (known as the T2 system), or any successor or replacement thereto, operates. If a date otherwise required for any payment in respect of the notes is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no additional interest shall accrue on such payment for the intervening period.


“Capital Stock” means:
1.    with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and
2.    with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.
“Cash Equivalents” means:
(a)    debt securities denominated in euro, pounds sterling or U.S. dollars to be issued or directly and fully guaranteed or insured by the government of a Participating Member State, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;
(b)    commercial paper denominated in euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least P1 from Moody’s and A1 from S&P;
(c)    certificates of deposit denominated in euro, pounds sterling or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution incorporated or having a branch in a Participating Member State in the United Kingdom or the United States, provided that the bank is rated P1 by Moody’s or A1 by S&P;
(d)    any cash deposit denominated in euro, pounds sterling or U.S. dollars with any commercial bank or other financial institution, in each case whose long term unsecured, unsubordinated debt rating is at least A3 by Moody’s or A- by S&P;
(e)    repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank or financial institution meeting the qualifications specified in clause (d) above; and
(f)    investments in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through (e) above.
“Change of Control” means the occurrence of one or more of the following events:
1.    any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Guarantor to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the applicable 2024 Indenture);
2.    the approval by the holders of Capital Stock of the Guarantor of any plan or proposal for the liquidation or dissolution of the Guarantor (whether or not otherwise in compliance with the provisions of the applicable 2024 Indenture); or
3.    any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Guarantor.
For the avoidance of doubt, the consummation of the Guarantor Conversion or Equinix Substitution shall not constitute a “Change of Control.”


“Change of Control Triggering Event” means, in each case, the occurrence of both (i) a Change of Control and (ii) a Rating Event.
“Clearstream” means Clearstream Banking, a société anonyme as currently in effect or any successor securities clearing agency.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock and includes, without limitation, all series and classes of such common stock.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Finco, a German government bond whose maturity is closest to the applicable First Par Call Date of the notes being redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Finco, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Finco.
“Consolidated Depreciation, Amortization and Accretion Expense” means with respect to any Person for any period, the total amount of depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and accretion expense, including the amortization of deferred financing fees or costs of such Person and its Restricted Subsidiaries for such period, on a consolidated basis and otherwise determined in accordance with GAAP.
“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
(a)    increased (without duplication) by the following, in each case to the extent deducted in determining Consolidated Net Income for such period:
(1)    provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes (including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a governmental agency, and any related interest, penalty, charge, fee or other amount) of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(2)    Consolidated Interest Expense of such Person for such period to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus
(3)    Consolidated Depreciation, Amortization and Accretion Expense of such Person for such period to the extent that the same were deducted (and not added back) in computing Consolidated Net Income; plus


(4)    any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering or the incurrence of Indebtedness permitted to be incurred in accordance with the applicable 2024 Indenture (including a refinancing thereof) (whether or not successful), in each case, deducted (and not added back) in computing Consolidated Net Income; plus
(5)    any other Non-cash Charges, including any provisions, provision increases, write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such Non-cash Charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus
(6)    any costs or expenses incurred by the Guarantor or a Restricted Subsidiary of the Guarantor pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Guarantor or net cash proceeds of an issuance of Equity Interest of the Guarantor (other than Disqualified Capital Stock); plus
(7)    cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (b) below for any previous period and not added back; plus
(8)    any net loss from disposed or discontinued operations; plus
(9)    any net unrealized loss (after any offset) resulting in such period from obligations under any Currency Agreements and the application of ASC 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by the Guarantor), the realized loss on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period; plus
(10)    any net unrealized loss (after any offset) resulting in such period from (A) currency translation or exchange losses including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates; plus
(11)    the amount of any minority interest expense (less the amount of any cash dividends paid in such period to holders of such minority interests); plus
(12)    the amount of any costs and expenses associated with the Guarantor Conversion, including, without limitation, planning and advisory costs related to the foregoing; and
(b)    decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:
(1)    non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period;
(2)    any net gain from disposed or discontinued operations;


(3)    any net unrealized gain (after any offset) resulting in such period from obligations under any Currency Agreements and the application of ASC 815; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by the Guarantor), the realized gain on a Currency Agreement shall be included to the extent the amount of such hedge gain or loss was excluded in a prior period; plus
(4)    any net unrealized gains (after any offset) resulting in such period from (A) currency translation or exchange gains including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates.
For purposes of this definition, calculations shall be done after giving effect on a pro forma basis for the period of such calculation to:
(1)    the incurrence or repayment of any Indebtedness or the designation or elimination (including by de-designation) of any Designated Revolving Commitments of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment of Indebtedness or designation or elimination (including by de-designation) of Designated Revolving Commitments, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period (and in the case of Designated Revolving Commitments, as if Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred throughout such period); and
(2)    any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X promulgated under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:
(1)    the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount and the amortization or write-off of deferred financing costs, including commitment fees; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; (d) non-cash interest expense (other than non-cash interest on any convertible or exchangeable debt issued by the Guarantor that exists by virtue of the bifurcation of the debt and equity components of such convertible or exchangeable notes and the application of ASC 470-20 (or related accounting pronouncement(s))); (e)


commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing; (f) dividends with respect to Disqualified Capital Stock; (g) dividends with respect to Preferred Stock of Restricted Subsidiaries of such Person; (h) imputed interest with respect to Sale and Leaseback Transactions; and (i) the interest portion of any deferred payment obligation; plus
(2)    the interest component of Finance Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; less
(3) interest income for such period.
“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):
(1)    any after tax effect of extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto) or expenses;
(2)    any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations;
(3)    any after tax effect of gains or losses (including all fees and expenses relating thereto) attributable to sale, transfer, license, lease or other disposition of assets or abandonments or the sale, transfer or other disposition of any Equity Interest of any Person other than in the normal course of business;
(4)    the net income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, except to the extent of cash dividends or distributions paid to the Guarantor or to a Restricted Subsidiary of the Guarantor by such Person;
(5)    any after tax effect of income (loss) from the early extinguishment of (1) Indebtedness, (2) obligations under any Currency Agreement or (3) other derivative instruments;
(6)    any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;
(7)    any non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights;
(8)    any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument;
(9)    income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);
(10) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor entity prior to such consolidation, merger or transfer of assets;
(11) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise; and


(12) acquisition-related costs resulting from the application of ASC 805.
In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, but without duplication, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any sale, conveyance, transfer or other disposition of assets permitted under the applicable 2024 Indenture (in each case, whether or not non-recurring).
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Guarantor or any Restricted Subsidiary of the Guarantor against fluctuations in currency values.
“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.
“Designated Revolving Commitments” means the amount or amounts of any commitments to make loans or extend credit on a revolving basis to the Guarantor or any of its Restricted Subsidiaries by any Person other than the Guarantor or any of its Restricted Subsidiaries that has or have been designated (but only to the extent so designated) in an officers’ certificate delivered to the Trustee as “Designated Revolving Commitments” until such time as the Finco and the Guarantor subsequently deliver an officers’ certificate to the Trustee to the effect that the amount or amounts of such commitments shall no longer constitute “Designated Revolving Commitments.”
“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), in each case, on or prior to the final maturity date of the notes.
“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized under the laws of the United States, any State thereof or the District of Columbia.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
“Equity Offering” means any public or private sale of Common Stock or Preferred Stock of the Guarantor (excluding Disqualified Capital Stock), other than:
(a)    public offerings with respect to the Guarantor’s or any direct or indirect parent company’s Common Stock registered on Form S-4 or Form S-8 (or similar forms under non-U.S. law);
(b)    issuances to any Subsidiary of the Guarantor;
(c)    issuances pursuant to the exercise of options or warrants outstanding on the date hereof;
(d)    issuances upon conversion of securities convertible into Common Stock outstanding on the date hereof;
(e)    issuances in connection with an acquisition of property in a transaction entered into on an arm’s-length basis; and
(f)    issuances pursuant to employee stock plans.


“euro” or “€” means the lawful currency of the member states of the European Union who have agreed to share a common currency in accordance with the provisions of the Maastricht Treaty dealing with European monetary union.
“Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearing agency.
“European Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of a member state of the European Union (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is pledged.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.
“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of each Obligor or any duly appointed officer of the Finco and the Guarantor or a Restricted Subsidiary, as applicable, acting reasonably and in good faith and, in respect of any asset or property with a fair market value in excess of $100.0 million, shall be determined by the Board of Directors of each Obligor and shall be evidenced by a Board Resolution of the Board of Directors of each Obligor delivered to the Trustee.
“Finance Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as finance lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.
“Fitch” means Fitch Ratings Inc., or any successor to the rating agency business thereof.
“Four Quarter Period” means the period of four full fiscal quarters for which financial statements are available ending prior to the date of the transaction (the “Transaction Date”) giving rise to the need to make such calculation.
“GAAP” means generally accepted accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of July 11, 2011.
“Guarantor Conversion” means the actions taken by the Guarantor and its Subsidiaries in connection with the Guarantor’s qualification as a REIT, including without limitation, (y) separating from time to time all or a portion of its United States and international businesses into, as defined by the Code, taxable REIT subsidiaries (“TRS”) and/or qualified REIT subsidiaries (“QRS”) (it being understood that any such TRS and/or QRS shall remain Restricted Subsidiaries, as applicable, as prior to the Guarantor Conversion) and (z) amending its charter to impose ownership limitations on the Guarantor’s Capital Stock directly or indirectly by merging into a Wholly Owned Restricted Subsidiary of the Guarantor.
“Indebtedness” means with respect to any Person, without duplication:
(1)    all Obligations of such Person for borrowed money;
(2)    all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3)    all Finance Lease Obligations and all Attributable Debt of such Person;
(4)    all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding


(i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);
(5)    all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit (A) securing Obligations (other than Obligations described in (1)-(4) above) entered into the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit) or (B) that are otherwise cash collateralized;
(6)    guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;
(7)    all Obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;
(8)    all Obligations under Currency Agreements and Interest Swap Obligations of such Person;
(9)    all Disqualified Capital Stock issued by such Person or Preferred Stock issued by such Person’s non-Domestic Restricted Subsidiaries with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; and
(10)    the aggregate amount of Designated Revolving Commitments in effect on such date.
For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the applicable 2024 Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Finco of such Disqualified Capital Stock.
“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.
“Investment Grade Rating” means a rating equal to or greater than BBB- by S&P and Fitch and Baa3 by Moody’s or the equivalent thereof under any new ratings system if the ratings system of any such agency shall be modified after the Issue Date, or the equivalent rating of any other Rating Agency selected by the Finco as provided in the definition of “Rating Agency.”
“Issue Date” means September 3, 2024 with respect to the September 2033 Euro Notes and November 22, 2024 with respect to the 2031 Euro Notes and the 2034 Euro Notes.


“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that, in any event and not in limitation of the foregoing, a lease shall not be deemed to be a Lien if such lease is classified as an operating lease under GAAP.
“Manager” means, a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed.
“Material Subsidiary” means a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act.
“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.
“Non-cash Charges” means, with respect to any Person, (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
“Pari Passu Indebtedness” means any Indebtedness of the Guarantor that ranks pari passu in right of payment with the Guarantor’s guarantee of the applicable series of notes.
“Participating Member State” means each state, so described in any European Monetary Union legislation, which was a participating member state on December 31, 2003.
“Permitted Liens” means the following types of Liens:
(1)    Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Guarantor or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
(2)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;
(3)    Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(4)    judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such


judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(5)    easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Guarantor or any of its Restricted Subsidiaries;
(6)    any interest or title of a lessor under any Finance Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Finance Lease Obligation (other than other property that is subject to a separate lease from such lessor or any of its Affiliates);
(7)    Liens securing Purchase Money Indebtedness incurred in the ordinary course of business; provided that (a) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Guarantor or any Restricted Subsidiary of the Guarantor other than the property and equipment so acquired or other property that was acquired from such seller or any of its Affiliates with the proceeds of Purchase Money Indebtedness and (b) the Lien securing such Purchase Money Indebtedness shall be created within 360 days of such acquisition;
(8)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(9)    Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(10)    Liens securing Interest Swap Obligations;
(11)    Liens securing Indebtedness under Currency Agreements;
(12)    Liens securing Acquired Indebtedness; provided that:
(a)    such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Guarantor or a Restricted Subsidiary of the Guarantor and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Guarantor or a Restricted Subsidiary of the Guarantor; and
(b)    such Liens do not extend to or cover any property or assets of the Guarantor or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Guarantor or a Restricted Subsidiary of the Guarantor and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Guarantor or a Restricted Subsidiary of the Guarantor;
(13)    Liens on assets of a Restricted Subsidiary of the Guarantor;
(14)    leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Guarantor and its Restricted Subsidiaries;
(15)    banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
(16)    Liens arising from filing Uniform Commercial Code financing statements regarding leases;


(17)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;
(18)    Liens (a) on inventory held by and granted to a local distribution company in the ordinary course of business and (b) in accounts purchased and collected by and granted to a local distribution company that has agreed to make payments to the Guarantor or any of its Restricted Subsidiaries for such amounts in the ordinary course of business;
(19)    [Reserved];
(20)    Liens securing Indebtedness in respect of Sale and Leaseback Transactions;
(21)    [Reserved];
(22)    Liens securing Indebtedness in respect of mortgage financings; and
(23)    Liens with respect to obligations (including Indebtedness) of the Guarantor or any of its Restricted Subsidiaries otherwise permitted under the applicable 2024 Indenture that do not exceed an amount equal to (x) 3.5 times (y) the Consolidated EBITDA of the Guarantor for the Four Quarter Period to and including the most recent fiscal quarter for which financial statements are internally available immediately preceding such date.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.
“Purchase Money Indebtedness” means Indebtedness of the Guarantor and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.
“Rating Agency” means (1) each of Fitch, Moody’s and S&P and (2) if Fitch, Moody’s or S&P ceases to rate the applicable series of notes for reasons outside of the Finco and the Guarantor’ control, a “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act selected by the Finco as a replacement agency for Fitch, Moody’s or S&P, as the case may be.
“Rating Event” means that the notes of an applicable series are downgraded by at least one rating category from the applicable rating of such notes on the first day of the Trigger Period by two of the Rating Agencies and/or cease to be rated by two of the Rating Agencies, in each case, on any date during the Trigger Period; provided that a Rating Event will not be deemed to have occurred unless the rating category of the applicable series of notes is below an Investment Grade Rating by two of the Rating Agencies; provided, further, that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading Rating Agency does not publicly announce or confirm or inform the Trustee in writing at the Finco’s request that the reduction was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control Triggering Event). Notwithstanding the foregoing, no Rating Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated; provided that in the event that a Rating Agency does not provide a rating of an applicable series of notes on the first day of the Trigger Period, such absence of rating shall be treated as both a downgrade in the rating of such notes below an Investment Grade Rating by such Rating Agency and a downgrade that results in such notes no longer being rated at the rating category in effect on the first day of the Trigger Period by such Rating Agency, in each case, and shall not be subject to the second proviso in the immediately preceding sentence. The Trustee shall have no obligation to determine whether a Rating Event has occurred.


“REIT” means a “real estate investment trust” as defined and taxed under Sections 856-860 of the Code.
“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.
“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.
“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Guarantor or a Restricted Subsidiary of any property, whether owned by the Guarantor or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Guarantor or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.
“Subordinated Indebtedness” means Indebtedness of the Finco or the Guarantor that is subordinated or junior in right of payment to the notes or the guarantee, respectively.
“Subsidiary,” with respect to any Person, means:
(1)    any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or
(2)    any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.
“Tax” or “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings (including backup withholdings), fees and any charges of a similar nature (including interest, fines, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.
“Trigger Period” means the 60-day period commencing on the earlier of (i) the occurrence of a Change of Control or (ii) the first public announcement of the occurrence of a Change of Control or the Guarantor’s intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the applicable series of notes are under publicly announced consideration for possible downgrade by any two of the three Rating Agencies); provided that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its existing ratings) with respect to such Change of Control.
“Unrestricted Subsidiary” of any Person means:
(1)    any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and
(2)    any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Guarantor may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Guarantor or any other Subsidiary of the Guarantor that is not a Subsidiary of the Subsidiary to be so designated; provided that each Subsidiary to be


so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Guarantor or any of its Restricted Subsidiaries.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if, immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.
“Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Guarantor or another Wholly Owned Restricted Subsidiary.
Exhibit 10.39
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Equinix, Inc. (“Company”) and Merrie Williamson (“Executive”) enter into this Separation Agreement and General Release of Claims (“Agreement”) to settle all known and unknown claims Executive might have against Company and all related parties. Reference is made to Executive’s Offer Letter with the Company, dated as of February 12, 2024 (the “Letter”). Capitalized terms not otherwise defined herein have the meanings as set forth in the Letter. Except to the extent governed by federal law, this Agreement shall be governed by the statutes and common law of Washington, excluding any that mandate the use of another jurisdiction’s laws.
The Company and Executive agree as follows:
Section 1 -- Benefits
(a)    In General: The Company promises that Executive will receive the benefits set forth in this section that are (except for the Accrued Benefits (as defined below)) conditioned on Executive’s entering into this Agreement and not revoking it. Executive understands and agrees that, except for the Accrued Benefits, Executive is not otherwise entitled to receive such benefits provided to Executive under this Agreement. Executive understands that this Agreement may be revoked within 7 days after Executive signs it (the “Revocation Period”), in which case Executive will not receive any amounts or benefits under this Agreement.
(b)    Termination Date: Executive’s employment with the Company will terminate on March 1, 2025 (“Termination Date”). On the Termination Date, Executive will receive a final paycheck, which will include payment for all amounts owed for services performed up through and including the Termination Date (including, but not limited to, any overtime, or other wages) and accrued but unused PTO, less standard withholding and authorized deductions. Any other Accrued Benefits will be paid on the schedule as provided under their terms.
(c)    Severance Payments and Benefits: In exchange for entering into and not revoking this Agreement, Executive will receive the following payments and benefits, provided that Executive re-executes and does not revoke the Supplemental Release set forth in Annex A within 5 business days after the Termination Date:
i.    The Company acknowledges that Executive is entitled to retain her Sign-On Bonus described in Section 5 of the Letter and that, as of the Termination Date, the RSUs subject to the One-Time Equity Award, described in Section 6 of the Letter and below in Section 1(d)(i), shall become fully vested.
ii.    From November 1, 2024, through and including March 1, 2025, Executive shall remain an employee of the Company entitled to base salary (as in effect immediately prior to such termination), annual bonus, vesting of equity awards and all other employee benefits, such as health benefits.
iii.    Without limiting the foregoing clause (ii), Executive will receive her annual bonus, in an amount determined in the ordinary course based on actual Company performance (disregarding personal performance), for fiscal year 2024, as though she had continued in employment through the payment date, and in the form of either a cash lump sum or a grant of fully-vested RSUs


covering the number of shares of the Company having a value equal to said bonus, at the Company’s sole discretion, as per the terms of the Company’s 2024 Annual Incentive Plan.
iv.    If the Executive elects to continue her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of her employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (i) the close of the 12-month period following the Termination Date or (ii) the expiration of the Executive’s continuation coverage under COBRA.
(d)    Equity. Executive was previously granted the following equity grants in connection with her employment with the Company, and other than as set forth below, Executive does not hold any equity awards in the Company:
i.    A grant for 1,727 restricted stock units (RSUs) per award number RU58807 granted on March 25, 2024 (the “One-Time Equity Award”), of which 1,727 RSUs shall be fully vested on the Termination Date;
ii.    A grant for 2,659 RSUs per award number PS0126 granted on March 25, 2024, of which 33 1/3% of those units (i.e., 886 RSUs) shall be fully vested on the Termination Date and the remainder of which will be forfeited for no consideration on the Termination Date;
iii.    A grant for 3,787 (target) to 7,574 (maximum) RSUs (actual number earned shall be determined based upon the Company’s performance) per award number PF0220 dated March 25, 2024, of which 50% of those units shall be vested upon the later of (A) February 1, 2025, and (B) the date upon which the board of directors of the Company (the “Board”) or Committee (as defined in the Company’s 2020 Equity Incentive Plan) certifies that the Company has achieved Company revenue and/or AFFO/Share (as defined in the relevant Notice of Restricted Stock Unit Award) goals of greater than $8,275.4 million and/or $32.97 per share, respectively, for 2024, and the remainder of which will be forfeited for no consideration on the Termination Date; provided, however, that (1) such forfeiture shall be effective only as and when the Board or Committee, as the case may be, determines the extent to which the relevant revenue and/or AFFO/Share goals were achieved and (2) any RSUs referenced in this clause (iii) that are not earned and vested pursuant to this clause (iii) shall be forfeited for no consideration; and
iv.    A grant for 1,612 (target) to 3,223 (maximum) RSUs per award number PT0217 dated March 25, 2024, of which 0 units shall be vested as of the Termination Date, and all of which will be forfeited for no consideration on the Termination Date.
Section 2 -- No Other Compensation or Benefits
Except as otherwise specifically provided herein or as required by COBRA or other applicable law, Executive will not be entitled to any compensation or benefits or to participate in any past, present or


future employee benefit programs or arrangements of the Company or any of its affiliates on or after the Termination Date other than (i) the base salary that has accrued and to which the Executive is entitled as of the Termination Date and to the extent consistent with general Company policy, to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation in accordance with applicable Company policy, (iv) any amounts or benefits to which the Executive is then entitled under the terms of the benefit plans then-sponsored by the Company in accordance with their terms (collectively, the “Accrued Benefits”).
Section 3 -- Complete Release
        (a)    General Release of Claims: Except for the claims identified in Section 3(c) and except in the exercise of the Protected Rights (as defined below), Executive irrevocably and unconditionally releases (gives up) all known and unknown claims, promises, causes of action, or similar rights of any type that Executive presently may have (“Claims”) related to Executive’s employment and/or termination of employment with the Company with respect to any Released Party (as defined in Section 3(e)). Executive understands that Executive is not releasing future claims. Executive understands that the Claims Executive is releasing might arise under many different foreign, domestic, national, state, or local laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following:
Anti-Discrimination Statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, the Civil Rights Act of 1991, the California Fair Employment Housing Act, which prohibit discrimination based on race, color, national origin, religion, or sex; the Age Discrimination in Employment Act (“ADEA”) and Executive Order 11,141, which prohibit age discrimination in employment; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act (“ADA”) and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Genetic Information and Non-Disclosure Act, which prohibits discrimination based on genetic testing; and any other federal, state, or local laws prohibiting discrimination in employment based on actual or perceived race, religion, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, pregnancy, age, sexual orientation, gender identity, or other protected characteristics, or association with a person who has, or is perceived to have, any of those or other protected characteristics.
Federal and State Employment Statutes, such as the Family Medical Leave Act, the California Family Rights Act; the California Pregnancy Disability Leave Law; Fair Labor Standards Act; Worker Adjustment and Retraining Notification Act (“WARN Act”); the Executive Retirement Income Security Act of 1974 (“ERISA”); the Uniformed Services Employment and Reinstatement Rights Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act; the False Claims Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); the Fair Credit Reporting Act; or any state law counterparts; or any claim for severance pay, pension or other retirement benefits, sick leave, holiday pay, life insurance, health or medical insurance or any other fringe benefit or disability benefits.


Other Laws and Claims, such as any federal, state, or local laws mandating leaves of absence, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, tort, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, negligent hiring, retention, or supervision claims; any claims for violation of any public policy or statute including any local or municipal laws, regulations or ordinances); any law relating to salary, commission, compensation, benefits; any claims for any payments to which Executive claims he/she may be entitled; any state statute or regulation relating to meal and rest breaks or wage statements; invasion of privacy claims, intentional interference with contract claims negligence claims; detrimental reliance claims; loss of consortium claims; promissory estoppel claims; personal injury claims; common law claims; claims for compensatory or punitive damages; claims for back pay; or any other claims, however styled, relating to or arising out of Executive’s relationship with the Company prior to the execution date of this Agreement
Examples of released Claims include, but are not limited to the following (except to the extent explicitly preserved by Section 3(c) of this Agreement): (i) Claims that in any way relate to or arose during Executive’s employment with the Company, or the termination of that employment, such as Claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation, PTO or sick pay; (ii) Claims that in any way relate to the design or administration of any employee benefit program; (iii) Claims that Executive has irrevocable or vested rights to severance or similar benefits or to post-employment health or group insurance benefits; (iv) any Claims to attorneys’ fees or other indemnities (such as under the Civil Rights Attorneys’ Fees Act or awards under any applicable private attorneys’ general act), with respect to Claims Executive is releasing; or (v) any claims under the California Fair Employment and Housing Act, California Labor Code sections 200 et seq. (including, without limitation, any bona fide dispute(s) regarding wages owed), California Business & Professions Code sections 17200 et seq., or any other state statute or regulation relating to unfair competition; California Private Attorney Generals Act, California Labor Code section 2699, or any other state statute or regulations relating to private enforcement of state labor codes, and any applicable California Industrial Welfare Commission order.
(b)    No Pursuit of Released Claims: If, despite this Agreement, Executive brings a lawsuit asserting any Claim that Executive has released, Executive will be liable to the Released Parties for their attorneys’ fees, other defense costs, and any other damages that Executive’s suit causes, except those attributable to challenges to this Agreement under the ADEA or Older Workers Benefit Protection Act (“OWBPA”). Other than as specifically provided below and except in respect of the Protected Rights, Executive promises not to accept any relief or remedies not set forth in this Agreement as to any Claim Executive has released by signing it.
Subject to the Protected Rights, if Executive files or is included in any administrative charge or investigation or becomes a member of a class after the Effective Date (as defined below), Executive agrees to waive any right to monetary recovery (should any administrative or governmental agency (such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board


(“NLRB”), or any state or local agencies, or any other person or entity, pursue any claims on Executive’s behalf against the persons or entities covered by the release in this Agreement.
Nothing in this paragraph or Agreement is intended to limit in any way Executive’s future right or ability to file any charge or claim of discrimination with or cooperate in an investigation conducted by the NLRB, the EEOC, or any comparable state or local agency, or any other governmental agency charged with enforcing employment laws.

Nor does anything in this Agreement waive Executive’s right to testify in an administrative, legislative or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, its agents or employees, where Executive has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.

(c)    Claims Not Affected by Release: This Agreement does not affect (i) any claims Executive may have against any of the Released Parties for reimbursement of business expenses pursuant to California Labor Code Section 2802, provided, however, that Executive represents and warrants to the Released Parties and agrees that, to the extent any such claims may otherwise exist, any and all necessary expenditures or losses covered by that statute have been fully reimbursed by the payments made pursuant to this Agreement; (ii) Executive’s right to apply for unemployment or disability compensation to which Executive may be entitled under law or Executive’s right to purchase continuation coverage under the Company’s group health plan which will be offered in accordance with the provisions of COBRA; (iii) claims for any Accrued Benefits or (iv) Executive’s right to indemnification under the Company’s directors and officers indemnification policies and the indemnification agreement entered into by Executive and the Company dated March 25, 2024 (the “Indemnification Agreement”). This Agreement does not affect any claims that may arise after Executive signs this Agreement, and/or which cannot be released by private agreement.



Nothing in this Agreement prevents Executive from filing a charge or complaint, from participating or cooperating in an investigation, from testifying in any action or proceeding, or from providing relevant and truthful information to any court, governmental agency or legislative body, including but not limited to the EEOC or a comparable state or local agency or the NLRB, although by signing this release Executive expressly agrees to waive his or her right to individual relief based on claims asserted in any such charge or complaint.
Other than as it related to the Protected Rights, Executive promises never to seek or accept any damages, remedies or other relief for himself or herself personally (any right to which Executive hereby waives and promises never to accept), with respect to any claim included in this Agreement, in any proceeding, including but not limited to, any NLRB or EEOC proceeding.
Notwithstanding anything in this Agreement or otherwise,
(i)    nothing in this Agreement or otherwise prohibits or limits Executive from filing a charge or complaint with, reporting violations of law to, or otherwise communicating with or participating in any investigation or proceeding conducted by, any federal, state or local government agency or commission (“Government Agencies”), including disclosing documents or other information pertaining to the Company or any of its affiliates without giving notice to, or receiving further authorization from, the Company or an affiliate,
(ii)    the Company and its affiliates may not retaliate against Executive for any of these activities, and
(iii)    nothing in this Agreement or otherwise would require Executive to waive any monetary award or other payment that Executive might become entitled to from the Government Agency (the rights and activities described in clauses (i) through (iii), the “Protected Rights”).
(d)    Unknown Claims: Executive expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California and any other similar provision of applicable law, and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the Civil Code of the State of California states as follows:
A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Company’s Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which Executive does not know of or suspects to exist in Executive’s favor at the time of signing this Agreement, and that this Agreement contemplates the release of any such Claim or Claims.


Executive further acknowledges and agrees that California Labor Code Section 206.5 is not applicable to the resolution of this matter. That section provides in pertinent part as follows:
“An employer shall not require the execution of a release of a claim or right on account of wages due, or to become due, or made as an advance on wages to be earned, unless payment of those wages has been made.”
In connection with the foregoing, Executive acknowledges and agrees that upon the execution and performance of this Agreement, Executive has been, to the extent required by law, fully and properly paid for all time worked, received all required breaks, and has been fully reimbursed by Company for all necessary expenses incurred by Executive performing Executive’s duties, in accordance with state and federal laws.
(e)    Released Parties: The Released Parties are the Company, all current and former parents, subsidiaries, related companies, partnerships, or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors.
Section 4 -- Promises
(a)    Company Property and Debts: Subject to the Protected Rights, Executive has returned to the Company all files, memoranda, documents, records, copies of the foregoing, Company-provided credit cards, keys, building passes, security passes, access or identification cards, and any other property of the Company or any Released Party in Executive’s possession or control. Executive has cleared all expense accounts, repaid everything Executive owes to the Company or any Released Party, paid all amounts Executive owes on Company-provided credit cards or accounts (such as cell phone accounts), and canceled or personally assumed any such credit cards or accounts. To the extent Executive has incurred any necessary and reasonable business expenses on behalf of the Company, Executive will submit acceptable documentation of such expenses no later than 45 days after Executive’s Termination Date so that the Company may reimburse Executive for such expenses pursuant to the Company’s current expense reimbursement policies and procedures.
(b)    Taxes: Executive is responsible for paying any taxes on amounts Executive receives because Executive signed this Agreement. Executive agrees that the Company is to withhold all taxes it determines it is legally required to withhold. Executive agrees not to make any claim against the Company or any other person based on how the Company reports amounts paid under this Agreement to tax authorities.
(c)    Ownership of Claims: Subject to the Protected Rights, Executive has not assigned or transferred any Claim Executive is purporting to release, nor has Executive attempted to do so.
(d)    Confidential Information, Trade Secrets, and Existing Obligations: Subject to the Protected Rights, Executive understands that, at all times in the future, Executive will remain bound by the Company’s Proprietary Information and Inventions Agreement (“PIIA”) that Executive previously signed. Subject to the Protected Rights, Executive acknowledges that Executive’s employment with the Company created a relationship of confidence and trust with respect to any


information of a confidential or secret nature disclosed to Executive by the Company or a third party that (i) related to the business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company or any other party with whom the Company agreed to hold information of such party in confidence, (ii) was not generally known to the public or to other persons in the industry, or if generally known, was used, selected or arranged by the Company in a manner not generally known and was made the property of the Company by mutual agreement of the parties by the PIIA, and (iii) that the Company has taken reasonable measures under the circumstances to protect from unauthorized use or disclosure (the “Confidential Information”). Executive agrees and represents that Executive has not disclosed, copied, disseminated, shared or transmitted any Confidential Information to any person, firm, corporation or entity for any reason or purpose whatsoever, except in the course of carrying out Executive’s duties and responsibilities of employment with the Company. Subject to the Protected Rights, Executive also agrees not to make use of any Confidential Information for Executive’s own purposes or for the benefit of any person, firm, corporation or other entity. Subject to the Protected Rights, Executive further warrants and represents that all Confidential Information in Executive’s possession, custody or control that is or was a property of the Company has been or shall be returned to the Company by or on the Termination Date, except that Executive may retain copies of Executive’s compensation records and all documents related to Executive’s employment, including the Letter, the Change in Control Severance Agreement between Executive and the Company dated March 25, 2024 (the “Severance Agreement”), the PIIA, the Indemnification Agreement and all equity award agreements.
(e)    Implementation: Executive agrees to sign any documents and do anything else that in the future is reasonably needed to implement this Agreement.
(f)    Other Representations: In addition to Executive’s other representations in this Agreement, subject to the Protected Rights, Executive has made the following representations to the Company, on which Executive acknowledges it also has relied in entering into this Agreement:
i.    Executive has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Executive might still be entitled to compensation or relief in the future. Executive has properly reported any and all job-related wrongs or injuries for which Executive might still be entitled to compensation or relief, such as an injury for which Executive might receive a workers’ compensation award in the future. Executive has properly reported all hours that Executive has worked and under this Agreement, Executive has been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any Released Party should have paid Executive in the past.
ii.    This Agreement is not an admission of wrongdoing by the Company or any other Released Party.
iii.    Executive is intentionally releasing claims that Executive does not know Executive might have and that, with hindsight, Executive might regret having released.
iv.    If the Company or Executive successfully asserts that any provision in this Agreement is void, the rest of the Agreement shall remain valid and enforceable.


(g)    False Claims Representations and Promises: Subject to the Protected Rights, Executive has disclosed to the Company any information Executive has concerning any conduct involving the Company that Executive has any reason to believe may be unlawful or that involves any false claims to the United States. Executive promises to cooperate fully in any investigation the Company undertakes into matters occurring during Executive’s employment with the Company. Executive understands that nothing in this Agreement prevents Executive from cooperating with any state and/or U.S. government investigation. Subject to the Protected Rights, in addition, to the fullest extent permitted by law, Executive hereby irrevocably assigns to the applicable state and/or U.S. government any right Executive might have to any proceeds or awards in connection with any false claims proceedings against the Company.
(h)    Covenants: Executive acknowledges and agrees that Executive remains subject to the covenants set forth in Section 3 of the Severance Agreement, and Executive reaffirms such covenants. Section 3 of the Severance Agreement is hereby incorporated into this Agreement by reference.
Section 5 -- Consequences of Violating Promises
        In addition to any other remedies or relief that may be available, Executive agrees that the Company would be irreparably harmed by any actual or threatened violation of the PIIA that involves Agreement-related disclosures or disclosure or use of confidential information or trade secret information, and that the Company will be entitled to an injunction prohibiting Executive from committing any such violation.
Section 6 -- Consideration of Agreement
Executive acknowledges that, before signing this Agreement, Executive was given at least 21 days in which to consider this Agreement. Executive waives any right to additional time within which to consider this Agreement. Executive further acknowledges that: (1) Executive took advantage of the time Executive was given to consider this Agreement before signing it; (2) Executive carefully read this Agreement; (3) Executive fully understands it; (4) Executive is entering into it voluntarily; (5) Executive is receiving valuable consideration in exchange for Executive’s execution of this Agreement that Executive would not otherwise be entitled to receive; (6) the Company, by this writing, encouraged Executive to discuss this Agreement with Executive’s attorney (at Executive’s own expense) before signing it, and that Executive did so to the extent Executive deemed appropriate; and (7) any changes made to this Agreement, whether material or immaterial, will not restart the 21 day consideration period. Executive understands that Executive is entitled to revoke this Agreement, in writing, within 7 days once Executive signs it. Such revocation must be delivered to the Company as provided herein within the 7-day period, in which case Executive will receive no benefits and this Agreement will not go into effect. If Executive does not revoke this Agreement, it will become enforceable on the eighth day after Executive signs it. The Company need not sign this Agreement for it to become enforceable.
Section 7 -- Miscellaneous
(a)    Entire Agreement: This Agreement, together with the PIIA, the Letter and the Severance Agreement, constitute the entire agreement between Executive and the Company relating to Executive’s employment and the subject matters of such agreements. This Agreement may not be modified or canceled in any manner, nor may any provision of it or any legal remedy with respect to it be waived, except by a writing signed by both Executive and the Company’s Chief People Officer.


Executive acknowledges that the Company has made no representations or promises to Executive (such as that Executive’s former position will remain vacant), other than those in or referred to by this Agreement. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable.
(b)    Successors: This Agreement binds Executive’s heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns.
(c)    Facsimile or PDF Copy: Execution of a facsimile or pdf copy shall have the same force and effect as execution of an original, and a facsimile or pdf signature shall be deemed an original and valid signature.
(d)    Interpretation: This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Executive or any Released Party. Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Agreement.
(e)    Effective Date. This Agreement will become effective on the first day following the end of the Revocation Period, provided that Executive has signed and not revoked this Agreement in accordance with the terms hereof (the “Effective Date”).
[The remainder of this page intentionally left blank.]
BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).
YOU HAVE 21 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN THIS AGREEMENT WITHIN THIS 21-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO THE CHIEF PEOPLE OFFICER AT ONE LAGOON DRIVE, REDWOOD CITY, CA 94065. BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.

Signed:    __/s/ Merri Williamson______________    Dated: ____November 12, 2024___
    Merrie Williamson


Signed:    _________________________________    Dated: ________________________
    Adaire Fox-Martin
    Chief Executive Officer and President





BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE).
YOU HAVE 21 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN THIS AGREEMENT WITHIN THIS 21-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO THE CHIEF PEOPLE OFFICER AT ONE LAGOON DRIVE, REDWOOD CITY, CA 94065. BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.

Signed:    _________________________________    Dated: ________________________
    Merrie Williamson


Signed:    __/s/ Adaire Fox-Martin_______________    Dated: ____Nov 12, 2024_________
    Adaire Fox-Martin
    Chief Executive Officer and President





Annex A

Supplemental Release

Pursuant to that certain Separation Agreement and General Release of Claims between myself and Equinix, Inc. (the “Company”) dated November __, 2024 (the “Agreement”), I, Merrie Williamson (“Employee”), hereby reaffirm and give the release set forth in Section 3 of the Agreement effective as of the date of my signature below (the “Supplemental Release”). I understand that I am entitled to revoke this Supplemental Release as it relates to claims that arose after the date on which I signed the Agreement but prior to the date hereof, in writing, within 7 days once I sign it. Such revocation must be delivered to the Company as provided herein within the 7-day period, in which case I will receive no further benefits under the Agreement and the Supplemental Release will not go into effect. If I do not revoke this Supplemental Release, it will become enforceable on the eighth day after I sign it. The Company need not sign this Supplemental Release for it to become enforceable.

EXECUTIVE MAY NOT SIGN THIS RELEASE UNTIL THE END OF EXECUTIVE’S WORK DAY ON EXECUTIVE’S TERMINATION DATE.


Signed: _________________________________ Dated: ________________________
Exhibit 19.1
POLICY
SECURITIES TRADING
image_1.jpg

Purpose
To help the directors, officers, employees, and consultants of Equinix, Inc. and its subsidiaries (collectively, “Equinix”) comply with insider trading laws and to prevent even the appearance of improper insider trading.


I.    Scope
All directors, officers, employees, and consultants of Equinix are required to adhere to the Securities Trading Policy (the “Policy”).

II.    Responsibility
All substantive changes to the Policy must be approved by the Board of Directors of Equinix, Inc. or a designated committee. Where required, the Policy must be adopted by each subsidiary of Equinix, Inc.

III.    Description
The following Policy outlines procedures that all Equinix directors, officers, employees, and consultants must follow. This Policy and the procedures set forth herein arise from our responsibilities as a company publicly traded in the United States. Please review this Policy carefully. The Policy provides as follows:

Background
The Board of Directors of Equinix has adopted this Policy for our Board members, officers, employees, and consultants. It applies to the trading of Equinix’s securities as well as the securities of other publicly traded companies with whom we have a business relationship.

U.S. federal and state securities laws prohibit the purchase or sale of a company’s securities by persons who are aware of material information about that company that is not generally known or available to the public. Likewise, these laws prohibit persons who are aware of such material nonpublic information from disclosing this information to others who may trade.

It is important that you understand the breadth of
activities that constitute illegal insider trading and the consequences, which can be severe. Both the U.S. Securities and Exchange Commission (the “SEC”) and the U.S. Department of Justice (“DOJ”) investigate, and are very effective in detecting, insider trading. The SEC, together with the DOJ, pursues insider trading violations vigorously. Cases have been prosecuted successfully against trading by directors, officers, employees and consultants through foreign accounts, trading by family members and friends through information obtained from you (whether deliberately or inadvertently), and trading involving only a small number of shares.

This Policy is designed to prevent insider trading (or allegations of insider trading) and to protect Equinix from liability for such acts as well as its reputation for integrity and ethical conduct. It is your obligation to understand and comply with this Policy.

Penalties for Noncompliance
Civil and Criminal Penalties. Potential penalties for insider trading violations include (1) imprisonment for up to 20 years, (2) criminal fines of up to $5 million and (3) civil fines of up to three times the profit gained, or loss avoided.


Company Sanctions. Failure to comply with this Policy may also subject you to Equinix-imposed sanctions, including dismissal, whether or not your failure to comply with this Policy results in a violation of law.

Scope of Policy
Persons Covered. As a Board member, officer, employee, or consultant of Equinix or its subsidiaries, this Policy applies to you. The same restrictions that apply to you also apply to:

•    Any family member (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws) who resides with you or who is financially dependent on you;
•    Anyone else who lives in your household; and
•    Any family members who do not live in your household but whose transactions in Equinix


securities are directed by you or are subject to your influence or control (such as family accounts that you control, or advising parents or children who consult with you before they trade in Equinix securities); (collectively referred to as “Family Members”).

You are responsible for making sure that the purchase or sale of any security covered by this Policy by any such person complies with this Policy.

Transactions by Entities that You Influence or Control. This Policy applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
Companies Covered. The prohibition on insider trading in this Policy is not limited to trading in Equinix’s own securities. It includes trading in the securities of other firms, such as customers or suppliers of Equinix and firms with which Equinix may be negotiating major transactions, such as an acquisition, investment, or sale. Information that is not material to Equinix may nevertheless be material to one of these other firms.
Transactions Covered. Trading includes purchases, sales, and gifts of stock, derivative securities such as put and call options, convertible debentures and convertible preferred stock, and debt securities (debentures, bonds, and notes). Trading also includes certain transactions under Equinix plans, as follows:

•    Sale of Option Shares. This Policy’s trading restrictions generally do not apply to the exercise of a stock option. The trading restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker (often called a “same-day sale”). Such a transaction entails selling a portion of the underlying stock to cover the costs of exercise and/or withholding taxes, because there is a sale of stock into the open market.

•    Sale of ESPP Shares. This Policy’s trading restrictions do not apply to purchases of Equinix stock in the employee stock purchase plan (the “ESPP”) resulting from your periodic payroll contributions to the ESPP under an election you made at the time of enrollment in the ESPP. But the trading restrictions do apply to your sales of the shares purchased under the ESPP.

Other Transactions Not Subject to This Policy. Transactions in mutual funds that are invested in Company Securities, through its inclusion in an index or otherwise, are not transactions subject to this Policy since you do not exercise discretion over the trading of the securities that are part of the funds.

Under highly unusual circumstances, the Chief Legal Officer, General Counsel or VP, Legal, Corporate Governance & Securities may make an exception to the application of this policy to certain transactions; provided that if the transaction involves a director or an executive, the Audit Committee must be notified.

Statement of Policy
No Trading on Inside Information. You may not trade in the securities of Equinix, directly or through Family Members or other persons or entities, if you are aware of material nonpublic information relating to Equinix. Similarly, you may not trade in the securities of any other company if you are aware of material nonpublic information about the other company that you obtained in the course of your employment with Equinix.

No “Tipping.” You may not pass material nonpublic information on to others or recommend to others the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” also violates the securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not trade and did not gain any benefit from the other person’s trading.

No Exception for Hardship. The existence of a personal financial emergency or hardship does not excuse you from compliance with this Policy.

No Exception for Transactions Unrelated to Inside Information. It does not matter that you may have decided to engage in a transaction before acquiring material nonpublic information or that the material nonpublic information did not affect your decision to engage in the transaction. It is also irrelevant that publicly disclosed information about Equinix might, even aside from the material nonpublic information, provide a sufficient basis for engaging in the transaction.

Event-Specific Blackouts. From time to time, an event may occur that may be considered material to Equinix and is not publicly known. As long as the event may be considered material and remains nonpublic, the persons who are aware of the event may not trade in Equinix’s securities.



As a result, Equinix may consider it necessary or desirable to notify all or any group of Board members, officers, employees, or consultants that they are not permitted to trade in Equinix’s securities or in the securities of another public company. This trading restriction is known as an “event-specific blackout.” Equinix has full discretion to determine the time period during which trading will be blacked out. Equinix need not explain, or provide a reason, for the event-specific blackout to the persons who are subject to it, including the duration of the blackout.

Because it is often difficult to assess the materiality of nonpublic information, Equinix may impose an event-specific blackout if there is risk that nonpublic information may be material, even though the matter is not free from doubt. Moreover, the existence of an event- specific blackout does not create any obligation on Equinix, whether contractual or otherwise, to disclose the nonpublic information that results in the blackout.

The existence of an event-specific blackout will be announced only to those persons who are prohibited from trading. It applies to these persons whether or not they are aware of the event that triggered the blackout. A person who was made aware of the existence of an event- specific blackout should not disclose the existence of the blackout to anyone else.

The failure of Equinix to subject a person to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material nonpublic information. Even if a blackout is not in effect, you may never trade in Equinix securities if you are aware of material nonpublic information about Equinix.

Trading Windows and Pre-Clearance Procedure. Generally, members of the Equinix’s Board of Directors, executive officers, and other designated employees, may only engage in transactions (purchases, sales or gifts) in Equinix’s securities during the period commencing after the close of trading on the first business day after the day on which Equinix’s financial results for any particular fiscal period have been released to the U.S. wire services and ending three weeks prior to the end of the current fiscal period. Another way to define the window period would be to say that trading is always prohibited during the period commencing on the first day of the last three weeks of each quarter and continuing through the close of trading on the first business day after the day on which Equinix’s financial results for such quarter are released. Even within the designated trading windows, trading will
only be permitted if no development of major importance remains unannounced. In order to ensure that persons unaware of significant non-public information do not give the appearance of impropriety in their trading activities, members of the Board of Directors, executive officers and all other persons designated by the Chief Legal Officer, General Counsel or VP, Legal, Corporate Governance & Securities should clear all transactions in Equinix’s securities in advance with the Chief Legal Officer, General Counsel or VP, Legal, Corporate Governance & Securities. All references to “day” in this Section refer to the applicable day in the U.S.

Exception for Rule 10b5-1 Plans. Although this Policy does not apply to transactions pursuant to written plans for trading securities that comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, the entry into, amendment or termination of any such written trading plan is subject to pre-approval requirements and other limitations.

Definition of “Material Nonpublic Information”
Note that inside information has two important elements—materiality and public availability.

Material Information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Depending on the circumstances, the following may constitute material information:

•    Projections of future earnings or losses, or other earnings guidance;
•    Earnings or operating results that are inconsistent with the consensus expectations of the investment community;
•    A pending or proposed merger, acquisition or tender offer or an acquisition or disposition of significant assets;
•    A change in senior management;
•    Major events regarding Equinix’s securities, including the declaration of a stock split or the offering of additional securities;
•    Severe financial liquidity problems;
•    Actual or threatened major litigation, or the resolution of such litigation; or
•    New major contracts, orders, suppliers, customers, partners or


finance sources, or the loss thereof.

Both positive and negative information can be material. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved in favor of materiality. In other words, in case of doubt, trading should be avoided.

Nonpublic Information. Nonpublic information is information that is not generally known or available to the public. One common misconception is that material information loses its “nonpublic” status as soon as a press release is issued disclosing the information.

In fact, information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a widely disseminated press release or an SEC filing) and the investing public has had time to absorb the information fully. Only posting the information on Equinix’s website does not satisfy this requirement. As a general rule, information is considered nonpublic until the close of the first full trading day after the information is released. For example, if Equinix announces earnings before trading on a Wednesday, then the first time you can buy or sell Equinix securities is the opening of the market on Thursday (assuming you are not aware of other material nonpublic information at that time). However, if Equinix announces earnings after trading on that Wednesday, then the first time you can buy or sell Equinix securities is the opening of the market on Friday.

Additional Guidance
Equinix considers it improper for those who are employed by or associated with Equinix to engage in short-term or speculative transactions in Equinix’s securities or in other transactions in Equinix’s securities that may lead to inadvertent violations of the insider trading laws. Accordingly, your trading in Equinix securities is subject to the following additional guidelines:

Short Sales. You may not engage in short sales of Equinix’s securities (sales of securities that you do not own, i.e. borrowed securities).

Options, Other Derivative Securities and Hedging. You may not engage in transactions involving options on Equinix’s securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market. You also may not engage in hedging transactions, such as collars and forward sale contracts. You may,
however, receive and exercise options granted to you by Equinix.

Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent— by the broker if you fail to meet a margin call, or by the lender in foreclosure if you default on the loan. A margin or foreclosure sale that occurs when you are aware of material nonpublic information may, under some circumstances, result in unlawful insider trading. For example, if you are unable to meet a margin call, your broker may sell your shares at a time when you know that Equinix is engaged in material but undisclosed merger negotiations. Because of this danger, directors and members of the executive team are prohibited from holding Equinix securities in a margin account or pledging Equinix securities as collateral for a loan. The Talent, Culture and Compensation Committee may grant an exception to this prohibition on a case-by-case basis.

Post-Termination Transactions
Federal insider trading rules continue to apply to your transactions in Equinix securities even after you have separated from service with Equinix or a subsidiary. If you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade in Equinix securities until that information has become public or is no longer material.

Personal Responsibility
You should remember that the ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you violate this Policy, Equinix may take disciplinary action, including dismissal. Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Equinix securities while in possession of material nonpublic information. Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any family member, household member or entity whose transactions are subject to this Policy, as discussed above, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Legal Department or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under


applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described above in more detail under the heading “Penalties for Noncompliance.”

Equinix Assistance & Inquiries
Your compliance with this Policy is of the utmost importance both for you and for Equinix. If you have any questions about this Policy or its application to any proposed transaction, you may obtain additional guidance from the Chief Legal Officer, General Counsel or VP, Legal, Corporate Governance & Securities. Please do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex and not always intuitive while violations entail severe consequences.
Exhibit 21.1
Subsidiaries of Equinix, Inc.

EntityJurisdiction
APAC 1 Hyperscale LPSingapore
APAC Hyperscale 2 LPSingapore
APAC Hyperscale 3 Private LimitedSingapore
CapitaLand Korea No.8 Qualified Private Real Estate Investment CompanyRepublic of Korea
CapitaLand Korea No.9 Qualified Private Real Estate Investment CompanyRepublic of Korea
CHI 3 Procurement, LLCIllinois
CHI 3, LLCDelaware
CHI 8, LLCDelaware
Clean Max Patagonia Private LimitedIndia
Consorcio Equinix BrasilBrazil
Contrato de Fideicomiso Irrevocable de Administración de Bienes Inmuebles número CIB/3714Mexico
Contrato de Fideicomiso Irrevocable de Administración Número CIB/3933Mexico
DA12, LLCDelaware
EMEA Hyperscale 1 C.V.Netherlands
EMEA Hyperscale 2 C.V.Netherlands
Equinix (Africa) Acquisition Holdings B.V.Netherlands
Equinix (APAC) Hyperscale Services Pte. Ltd.Singapore
Equinix (APAC) Services Pte. Ltd.Singapore
Equinix (Australia) Enterprises Pty LimitedAustralia
Equinix (Bulgaria) Data Centers EOODBulgaria
Equinix (Canada) Enterprises Ltd.Ontario
Equinix (Canada) Services Ltd.Ontario
Equinix (China) Investment Holding Co., Ltd. (亿利互连（中国）投资有限公司)
China
Equinix (EMEA) Acquisition Enterprises B.V.Netherlands
Equinix (EMEA) B.V.Netherlands
Equinix (EMEA) Hyperscale Services B.V.Netherlands
Equinix (EMEA) Management, Inc.
Delaware
Equinix (Finland) Enterprises OyFinland
Equinix (Finland) OyFinland
Equinix (France) Enterprises SASFrance
Equinix (Germany) Enterprises GmbHGermany
Equinix (Germany) GmbHGermany
Equinix (Hong Kong) Enterprises LimitedHong Kong
Equinix (India) Enterprises Private LimitedIndia
Equinix (Ireland) Enterprises LimitedIreland
Equinix (Ireland) LimitedIreland
Equinix (Italia) Enterprises S.r.l.Italy
Equinix (Japan) Enterprises K.K.Japan
Equinix (Japan) Technology Services K.K.Japan
Equinix (LD-A) Limited
Jersey
Equinix (MA5) LimitedEngland


Equinix (Netherlands) B.V.Netherlands
Equinix (Netherlands) Enterprises B.V.Netherlands
Equinix (Netherlands) Holdings B.V.Netherlands
Equinix (Philippines) Services Inc.Philippines
Equinix (Poland) Enterprises sp. z o.o.Poland
Equinix (Poland) Services sp. z o.o.Poland
Equinix (Poland) sp. z o.o.Poland
Equinix (Poland) Technology Services sp. z o.o.Poland
Equinix (Portugal) Data Centers, S.A.Portugal
Equinix (Real Estate) GmbHGermany
Equinix (Real Estate) Holdings SCFrance
Equinix (Real Estate) SCIFrance
Equinix (Services) LimitedEngland
Equinix (Singapore) Enterprises Pte. Ltd.Singapore
Equinix (SK3) HandelsbolagSweden
Equinix (South Africa) (Pty) LtdSouth Africa
Equinix (South Africa) Enterprises (Pty) LtdSouth Africa
Equinix (Spain) Enterprises, S.L.U.Spain
Equinix (Spain), S.A.U.Spain
Equinix (Sweden) ABSweden
Equinix (Sweden) Enterprises ABSweden
Equinix (Switzerland) Enterprises GmbHSwitzerland
Equinix (Switzerland) GmbHSwitzerland
Equinix (Thailand) LimitedThailand
Equinix (UK) Enterprises LimitedEngland
Equinix (UK) LimitedEngland
Equinix (US) Enterprises, Inc.Delaware
Equinix (West Africa) Acquisition Enterprises B.V.Netherlands
Equinix (West-Africa) Services B.V.Netherlands
Equinix Africa Investment LLCDelaware
Equinix AMER Hyperscale 2 (GP) LLCDelaware
Equinix AMER Hyperscale 2 (LP) LLCDelaware
Equinix AMER Hyperscale 2 LPDelaware
Equinix AMER Hyperscale 3 (GP) LLCDelaware
Equinix AMER Hyperscale 3 (LP) LLCDelaware
Equinix AMER Hyperscale 3 LPDelaware
Equinix AMER Hyperscale 3 REIT LLCDelaware
Equinix APAC 1 Hyperscale Holdings 1 Pte. Ltd.Singapore
Equinix APAC 1 Hyperscale Holdings 2 Pte. Ltd.Singapore
Equinix APAC 1 Hyperscale Holdings Pte. Ltd.Singapore
Equinix APAC Holdings Pte. Ltd.Singapore
Equinix APAC Hyperscale 1 (LP) LLCDelaware
Equinix APAC Hyperscale 2 (GP) Pte. Ltd.Singapore
Equinix APAC Hyperscale 2 (LP) LLCDelaware
Equinix APAC Hyperscale 2 Holdings 1 Pte. Ltd.Singapore


Equinix APAC Hyperscale 2 Holdings 2 Pte. Ltd.Singapore
Equinix APAC Hyperscale 3 (GP) Pte. Ltd.Singapore
Equinix APAC Hyperscale 3 LPSingapore
Equinix Asia Pacific Holdings Pte. Ltd.Singapore
Equinix Asia Pacific Pte. Ltd.Singapore
Equinix Australia National Pty LtdAustralia
Equinix Australia Pty LimitedAustralia
Equinix Australia Real Estate Pty LtdAustralia
Equinix Canada Holdings LimitedBritish Columbia
Equinix Canada LtdOntario
Equinix Chile Enterprises SpAChile
Equinix Chile SpAChile
Equinix Colombia (BG3) S.A.SColombia
Equinix Colombia, Inc. Pte. Ltd.Singapore
Equinix Cote d'Ivoire SACôte d'Ivoire
Equinix DataCenter (Ghana) LtdGhana
Equinix DataCenter (Nigeria) LimitedNigeria
Equinix do Brasil Soluções de Tecnologia em Informática Ltda.Brazil
Equinix do Brasil Telecomunicações Ltda.Brazil
Equinix Europe 1 Financing Corporation LLCDelaware
Equinix Europe 2 Financing Corporation LLCDelaware
Equinix France SASFrance
Equinix Government Solutions LLCDelaware
Equinix Hong Kong LimitedHong Kong



Equinix Hyperscale (GP) LLCDelaware
Equinix Hyperscale (GP) Pte. Ltd.Singapore
Equinix Hyperscale (LP) LLCDelaware
Equinix Hyperscale 1 (DB5) Enterprises LimitedIreland
Equinix Hyperscale 1 (DB5) LimitedIreland
Equinix Hyperscale 1 (FR11) Enterprises GmbHGermany
Equinix Hyperscale 1 (FR11) GmbHGermany
Equinix Hyperscale 1 (FR9) Enterprises GmbHGermany
Equinix Hyperscale 1 (FR9) GmbHGermany
Equinix Hyperscale 1 (France) Holdings SASFrance
Equinix Hyperscale 1 (Japan) TMKJapan
Equinix Hyperscale 1 (LD11) Enterprises LimitedEngland
Equinix Hyperscale 1 (LD11) LimitedEngland
Equinix Hyperscale 1 (LD13) LimitedEngland
Equinix Hyperscale 1 (OS2) Enterprises GKJapan
Equinix Hyperscale 1 (OS2) GKJapan
Equinix Hyperscale 1 (PA8) SASFrance
Equinix Hyperscale 1 (PA9) SASFrance
Equinix Hyperscale 1 (TY12) Enterprises GKJapan
Equinix Hyperscale 1 (TY12) GKJapan
Equinix Hyperscale 1 (TY14) GKJapan
Equinix Hyperscale 1 (UK) Financing LimitedEngland
Equinix Hyperscale 1 Finco B.V.Netherlands
Equinix Hyperscale 1 GKJapan
Equinix Hyperscale 1 Holdings B.V.Netherlands
Equinix Hyperscale 2 (AM12) B.V.Netherlands
Equinix Hyperscale 2 (Australia) Enterprises 1 Pty LimitedAustralia
Equinix Hyperscale 2 (Australia) Enterprises 2 Pty LimitedAustralia
Equinix Hyperscale 2 (FR10) Enterprises GmbHGermany
Equinix Hyperscale 2 (FR10) GmbHGermany
Equinix Hyperscale 2 (FR12) GmbHGermany
Equinix Hyperscale 2 (FR16) Enterprises GmbHGermany
Equinix Hyperscale 2 (FR16) GmbHGermany
Equinix Hyperscale 2 (France) Holdings B.V.Netherlands
Equinix Hyperscale 2 (GP) LLCDelaware
Equinix Hyperscale 2 (HE10) Enterprises OyFinland
Equinix Hyperscale 2 (HE10) OyFinland
Equinix Hyperscale 2 (LDx) LimitedEngland
Equinix Hyperscale 2 (LP) LLCDelaware
Equinix Hyperscale 2 (MD3) Enterprises, S.L.Spain
Equinix Hyperscale 2 (MD3), S.L.Spain
Equinix Hyperscale 2 (ML7) Enterprises S.r.l.Italy
Equinix Hyperscale 2 (ML7) S.r.l.Italy
Equinix Hyperscale 2 (ML9) S.r.lItaly
Equinix Hyperscale 2 (PA12) Enterprises SASFrance


Equinix Hyperscale 2 (PA12) SASFrance
Equinix Hyperscale 2 (PA13) Enterprises SASFrance
Equinix Hyperscale 2 (PA13) SASFrance
Equinix Hyperscale 2 (PA15) SASFrance
Equinix Hyperscale 2 (SK5) ABSweden
Equinix Hyperscale 2 (SP5) Enterprises LtdaBrazil
Equinix Hyperscale 2 (SP5) Ltda.Brazil
Equinix Hyperscale 2 (SP7) Ltda.Brazil
Equinix Hyperscale 2 (SV12) Enterprises, Inc.Delaware
Equinix Hyperscale 2 (SV12) LLCDelaware
Equinix Hyperscale 2 (SY10) Pty LimitedAustralia
Equinix Hyperscale 2 (SY9) Pty LimitedAustralia
Equinix Hyperscale 2 (WA4) Enterprises sp. z o.o.Poland
Equinix Hyperscale 2 (WA4) sp. z o.o.Poland
Equinix Hyperscale 2 Finco A B.V.Netherlands
Equinix Hyperscale 2 Finco B B.V.Netherlands
Equinix Hyperscale 2 Holdings 2 B.V.Netherlands
Equinix Hyperscale 2 Holdings A B.V.Netherlands
Equinix Hyperscale 2 Holdings B B.V.Netherlands
Equinix Hyperscale 2 Holdings B.V.Netherlands
Equinix Hyperscale 2 Holdings C B.V.Netherlands
Equinix Hyperscale 2 Holdings D B.V.Netherlands
Equinix Hyperscale 2 IL5 Data Merkezi Üretim İnșaat Sanayi Ve Ticaret Limited ŞirketiTurkey
Equinix Hyperscale 3 (AT10) LLCDelaware
Equinix Hyperscale 3 (AT10) Partnership LLCDelaware
Equinix Hyperscale 3 (AT10) REIT LLCDelaware
Equinix Hyperscale 3 (AT11) LLCDelaware
Equinix Hyperscale 3 (AT11) Partnership LLCDelaware
Equinix Hyperscale 3 (AT11) REIT LLCDelaware
Equinix Hyperscale 3 (AT12) LLCDelaware
Equinix Hyperscale 3 (AT12) Partnership LLCDelaware
Equinix Hyperscale 3 (AT12) REIT LLCDelaware
Equinix Hyperscale 3 (AT13) LLCDelaware
Equinix Hyperscale 3 (AT13) Partnership LLCDelaware
Equinix Hyperscale 3 (AT13) REIT LLCDelaware
Equinix Hyperscale 3 (Atlanta) Association, Inc.Georgia
Equinix Hyperscale 3 (Atlanta) Holdings LLCDelaware
Equinix Hyperscale 3 (Atlanta) LLCDelaware
Equinix Hyperscale 3 (SL2) LLCKorea (the Republic of)
Equinix Hyperscale 3 (SL3) LLCKorea (the Republic of)
Equinix Hyperscale 3 Procurement Holdings LLCDelaware
Equinix Hyperscale 3 Procurement LLCDelaware
Equinix Hyperscale 4 (CL4) ULCBritish Columbia
Equinix Hyperscale Canada LP LimitedOntario
Equinix II (Portugal) Enterprises Data Centers, Unipessoal LdaPortugal


Equinix India Private LimitedIndia
Equinix India Professional Services Private LimitedIndia
Equinix India Services Private LimitedIndia
Equinix Information Technology (Shanghai) Co., Ltd. (亿利互连信息技术（上海）有限公司)
China
Equinix Italia S.r.l.Italy
Equinix Japan K.K.Japan
Equinix Korea Holdings LLC
Korea (the Republic of)
Equinix Korea LLCKorea (the Republic of)
Equinix LLCDelaware
Equinix Malaysia Enterprises Sdn. Bhd.Malaysia
Equinix Malaysia Sdn. Bhd.Malaysia
Equinix Mexico Holdings, S. de R.L. de C.V.Mexico
Equinix Middle East FZ-LLCUnited Arab Emirates
Equinix Middle East Services LLCOman
Equinix Montreal Ltd.Ontario
Equinix Muscat LLCOman
Equinix MX Services, S.A. de C.V.Mexico
Equinix Pacific LLCDelaware
Equinix Peru S.R.L.Peru
Equinix Procurement (2024) LLCDelaware
Equinix Professional Services, Inc.Delaware
Equinix Querétaro, S. de R.L. de C.V.Mexico
Equinix RP II LLCDelaware
Equinix Saudi for Information Technology LLCSaudi Arabia



Equinix Security (CU1) LLCDelaware
Equinix Security LLCDelaware
Equinix Services Colombia S.A.S.Colombia
Equinix Services, Inc.Delaware
Equinix Singapore Holdings Pte. Ltd.Singapore
Equinix Singapore Pte. Ltd.Singapore
Equinix South America Holdings, LLCDelaware
Equinix Southeast Asia Pte. Ltd.Singapore
Equinix Turkey Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim ŞirketiTurkey
Equinix Turkey Enterprises Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim ŞirketiTurkey
Equinix WGQ Information Technology (Shanghai) Co., Ltd. (亿利互连（上海）通讯科技有限公司)
China
Equinix YP Information Technology (Shanghai) Co., Ltd. (亿利互连数据系统（上海）有限公司)
China
FiberAccess Nigeria LimitedNigeria
Gaohong Equinix (Shanghai) Information Technology Co., Ltd (高鸿亿利（上海）信息技术有限公司)
China
Harbour Exchange Management Company LimitedEngland & Wales
Harbour Exchange Propco LimitedEngland & Wales
Infomart Dallas GP, LLCDelaware
Infomart Dallas, LPDelaware
Infraco Nigeria LimitedNigeria
LA4, LLCDelaware
Main One Cable Company LtdMauritius
Main One Cable Company Nigeria LFZ EnterpriseNigeria
Main One Cable Company Nigeria LimitedNigeria
Main One Cable Company Portugal, S.A.Portugal
MainOne Cable Company (Ghana) LimitedGhana
MainOne Cote d'Ivoire SACôte d'Ivoire
Maintecknosoft LtdGhana
McLaren Pty LimitedAustralia
McLaren Unit TrustAustralia
Metronode (Act) Pty LimitedAustralia
Metronode (NSW) Pty LtdAustralia
Metronode C1 Pty LimitedAustralia
Metronode Group Pty LimitedAustralia
Metronode Investments Pty LimitedAustralia



Metronode M2 Pty LtdAustralia
Metronode P2 Pty LimitedAustralia
Metronode S2 Pty LtdAustralia
MGH Bidco Pty LimitedAustralia
MGH Finco Pty LimitedAustralia
MGH Holdco Pty LtdAustralia
MGH Pegasus Pty LtdAustralia
NY2 Hartz Way, LLCDelaware
Odyssey Solutions SARLCôte d'Ivoire
PT Equinix Indonesia HldgsIndonesia
PT Equinix Indonesia JKTIndonesia
SV1, LLCDelaware
Switch & Data Facilities Company LLCDelaware
Switch & Data LLCDelaware
Switch & Data MA One LLCDelaware
Switch & Data WA One LLCDelaware
Switch And Data NJ Two LLCDelaware
Switch and Data Operating Company LLCDelaware
Tussenlanen B.V.Netherlands
Upminster GmbHGermany
VDC I, LLCDelaware
VDC V, LLCDelaware
Virtu Secure Webservices B.V.Netherlands

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-275203) and Form S-8 (Nos. 333-45280, 333-58074, 333-71870, 333-85202, 333-104078, 333-113765, 333-117892, 333-122142, 333-132466, 333-140946, 333-149452, 333-157545, 333-165033, 333-166581, 333-172447, 333-179677, 333-186873, 333-194229, 333-239271) of Equinix, Inc. of our report dated February 12, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 12, 2025

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adaire Fox-Martin, certify that:
1. I have reviewed this quarterly report on Form 10-K of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Adaire Fox-Martin
Adaire Fox-Martin
Chief Executive Officer and President
Dated: February 12, 2025



Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Keith D. Taylor, certify that:
1. I have reviewed this quarterly report on Form 10-K of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
Dated: February 12, 2025



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adaire Fox-Martin, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Adaire Fox-Martin
Adaire Fox-Martin
Chief Executive Officer and President
February 12, 2025


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
February 12, 2025