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Item 1. Condensed Consolidated Financial Statements

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Item 1. Condensed Consolidated Financial Statements

EQUINIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

September 30, 2024December 31, 2023
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$2,776$2,096
Short-term investments451—
Accounts receivable, net of allowance of $32 and $171,1231,004
Other current assets705468
Total current assets5,0553,568
Property, plant and equipment, net19,66518,601
Operating lease right-of-use assets1,4871,449
Goodwill5,7685,737
Intangible assets, net1,5441,705
Other assets1,9191,591
Total assets$35,438$32,651
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses$1,125$1,187
Accrued property, plant and equipment394398
Current portion of operating lease liabilities149131
Current portion of finance lease liabilities202138
Current portion of mortgage and loans payable58
Current portion of senior notes2,198998
Other current liabilities297302
Total current liabilities4,3703,162
Operating lease liabilities, less current portion1,3661,331
Finance lease liabilities, less current portion2,1932,123
Mortgage and loans payable, less current portion688663
Senior notes, less current portion12,38712,062
Other liabilities822796
Total liabilities21,82620,137
Commitments and contingencies (Note 10)
Redeemable non-controlling interest2525
Common stockholders’ equity (shares in thousands):
Common stock, $0.001 par value per share: 300,000 shares authorized; 96,594 issued and 96,488 outstanding in 2024 and 94,630 issued and 94,479 outstanding in 2023——
Additional paid-in capital20,06918,596
Treasury stock, at cost; 106 shares in 2024 and 151 shares in 2023(40)(56)
Accumulated dividends(9,921)(8,695)
Accumulated other comprehensive loss(1,283)(1,290)
Retained earnings4,7633,934
Total common stockholders' equity13,58812,489
Non-controlling interests(1)—
Total stockholders’ equity13,58712,489
Total liabilities, redeemable non-controlling interest and stockholders’ equity$35,438$32,651

See accompanying notes to condensed consolidated financial statements.

Table of Contents

EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(Unaudited)
Revenues$2,201$2,061$6,487$6,078
Costs and operating expenses:
Cost of revenues1,0981,0693,2713,136
Sales and marketing237212682638
General and administrative4344041,3151,205
Transaction costs7(1)127
Gain on asset sales—(4)(18)(5)
Total costs and operating expenses1,7761,6805,2624,981
Income from operations4253811,2251,097
Interest income35238866
Interest expense(117)(102)(331)(299)
Other income (expense)7(6)(6)(10)
Loss on debt extinguishment——(1)—
Income before income taxes350296975854
Income tax expense(54)(20)(147)(112)
Net income296276828742
Net loss attributable to non-controlling interests1—1—
Net income attributable to common stockholders$297$276$829$742
Earnings per share (“EPS”) attributable to common stockholders:
Basic EPS$3.11$2.94$8.73$7.94
Weighted-average shares for basic EPS (in thousands)95,39493,68394,99293,396
Diluted EPS$3.10$2.93$8.69$7.91
Weighted-average shares for diluted EPS (in thousands)95,73194,16895,35093,788

See accompanying notes to condensed consolidated financial statements.

Table of Contents

EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(Unaudited)
Net income$296$276$828$742
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (“CTA”) gain (loss), net of tax effects of $0, $0, $0 and $0421(413)(15)(230)
Net investment hedge CTA gain (loss), net of tax effects of $0, $0, $0 and $0(138)1491685
Unrealized gain (loss) on cash flow hedges, net of tax effects of $12, $(9), $5 and $(4)(25)2668
Total other comprehensive income (loss), net of tax258(238)7(137)
Comprehensive income, net of tax55438835605
Net loss attributable to non-controlling interests1—1—
Comprehensive income attributable to common stockholders$555$38$836$605

See accompanying notes to condensed consolidated financial statements.

Table of Contents

EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine Months Ended September 30,
20242023
(Unaudited)
Cash flows from operating activities:
Net income$828$742
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation1,3561,226
Stock-based compensation348301
Amortization of intangible assets155156
Amortization of debt issuance costs and debt discounts1515
Provision for credit loss allowance2815
Gain on asset sales(18)(5)
Loss on debt extinguishment1—
Other items2428
Changes in operating assets and liabilities:
Accounts receivable(153)(200)
Income taxes, net(14)(7)
Other assets(204)(128)
Operating lease right-of-use assets117117
Operating lease liabilities(102)(100)
Accounts payable and accrued expenses(98)85
Other liabilities(15)(27)
Net cash provided by operating activities2,2682,218
Cash flows from investing activities:
Purchases of investments(65)(82)
Purchase of short-term investments(450)—
Real estate acquisitions(287)(153)
Purchases of other property, plant and equipment(2,079)(1,785)
Proceeds from sale of assets, net of cash transferred24777
Investment in loan receivable(196)—
Loan receivable upfront fee4—
Net cash used in investing activities(2,826)(1,943)
Cash flows from financing activities:
Proceeds from employee equity programs9287
Payment of dividends(1,230)(972)
Proceeds from public offering of common stock, net of issuance costs976301
Proceeds from senior notes, net of debt discounts1,524902
Repayment of finance lease liabilities(101)(98)
Contribution from non-controlling interest425
Repayment of mortgage and loans payable(6)(5)
Debt issuance costs(14)(7)
Net cash provided by financing activities1,245233
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash(7)(58)
Net increase in cash, cash equivalents and restricted cash680450
Cash, cash equivalents and restricted cash at beginning of period2,0961,908
Cash, cash equivalents and restricted cash at end of period$2,776$2,358
Cash and cash equivalents$2,776$2,357
Current portion of restricted cash included in other current assets—1
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows$2,776$2,358

See accompanying notes to condensed consolidated financial statements.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared by Equinix, Inc. (collectively with its consolidated subsidiaries referred to as "Equinix," the "Company," "we," "our," or "us") and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented.

Our condensed consolidated balance sheet data as of December 31, 2023 has been derived from audited consolidated financial statements as of that date. Our condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC"), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP" or "GAAP"). For further information, refer to the Consolidated Financial Statements and Notes thereto included in our Form 10-K as filed with the SEC on February 16, 2024. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.

All intercompany accounts and transactions have been eliminated in consolidation.

Income Taxes

We elected to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with our 2015 taxable year. As a result, we may deduct the dividends paid to our stockholders from taxable income generated by our REIT and 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 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.

We accrue for income taxes during interim periods based on the estimated effective tax rate for the year. The effective tax rate is subject to change in the future due to various factors such as our operating performance, tax law changes and future business acquisitions.

Our effective tax rates were 15.1% and 13.2% for the nine months ended September 30, 2024 and 2023, respectively.

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.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting ("Topic 280"): Improvements to Reportable Segment Disclosure. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and retrospective adoption required. We are currently evaluating the extent of the impact of this ASU on disclosures in our condensed consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively, with retrospective application and early adoption both permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in our condensed consolidated financial statements.

Accounting Standards Adopted

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. On January 1, 2023, we adopted this ASU and the adoption of this standard did not have an impact on our condensed 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 resulted in no impact on our consolidated financial statements. We will evaluate our debt, derivative and lease contracts that may become eligible for modification relief and may apply the elections prospectively as needed.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 September 30, 20241,12390101128145
Increase (Decrease)$119$38$15$3$(9)

(1) Increase is net of a $15 million increase in our allowance for credit losses, driven by incremental reserves and partially offset by recoveries and write-downs of amounts previously reserved.

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. The amount of revenue recognized during the nine months ended September 30, 2024 from the opening deferred revenue balance as of January 1, 2024 was $73 million.

Remaining performance obligations

As of September 30, 2024, approximately $11.1 billion of total revenues, including deferred installation revenues, are expected to be recognized in future periods. Most of our revenue contracts have an initial term varying from one to five years, and thereafter, automatically renew in one-year increments. Included in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize approximately 70% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in actual deployments dates, contract modifications, renewals and/or terminations.

The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered power, service fees from xScaleTM 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.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

3. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the periods presented ($ in millions except per share data; share data in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income$296$276$828$742
Net loss attributable to non-controlling interests1—1—
Net income attributable to common stockholders$297$276$829$742
Weighted-average shares used to calculate basic EPS95,39493,68394,99293,396
Effect of dilutive securities:
Employee equity awards337485358392
Weighted-average shares used to calculate diluted EPS95,73194,16895,35093,788
EPS attributable to common stockholders:
Basic EPS$3.11$2.94$8.73$7.94
Diluted EPS$3.10$2.93$8.69$7.91

We have excluded common stock related to employee equity awards in the diluted EPS calculation above of approximately 216 and 25 shares for the three months ended September 30, 2024 and 2023, respectively, and approximately 473 and 79 shares for the nine months ended September 30, 2024 and 2023, respectively, because their effect would be anti-dilutive (in thousands).

4. Acquisitions

Pending 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 quarter of 2025, subject to customary closing conditions.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 xScale joint ventures are classified as Variable Interest Entities ("VIEs"). The following table summarizes our equity method investments, which were included in other assets on the condensed consolidated balance sheets (in millions):

InvesteeOwnership PercentageSeptember 30, 2024December 31, 2023
EMEA 1 Joint Venture20%$148$150
VIE Joint Ventures (1)20%387308
OtherVarious1110
Total$546$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 three and nine months ended September 30, 2024 and 2023 and was included in other income (expense) on the condensed consolidated statement of operations.

We committed to make future equity contributions to the EMEA 1 Joint Venture for funding its future development. As of September 30, 2024, we had future equity contribution commitments of $34 million.

VIE Joint Ventures

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.

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

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 $14 million and $8 million for the nine months ended September 30, 2024 and 2023, respectively. Our share of losses of equity method investments from these joint ventures were insignificant for the three months ended September 30, 2024 and 2023. These amounts were included in other income (expense) on the condensed consolidated statement of operations.

The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of September 30, 2024 (in millions):

VIE Joint Ventures
Equity Investment$387
Outstanding Accounts Receivable78
Other Receivables40
Contract Assets103
Loan Commitment (1)392
Future Equity Contribution Commitments (2)64
Maximum Future Payments under Debt Guarantees (3)263
Total$1,327

(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 below.

(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 (see Note 10).

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 prepayment penalty if prepaid in the first 18 months. 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 September 30, 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 September 30, 2024, the total amount outstanding under the AMER 2 Loan, net of the unamortized upfront fee, was $193 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. These transactions are generally considered to have been negotiated at arm's length.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table presents the income and expenses from these arrangements with the Joint Ventures in our condensed consolidated statements of operations (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
Related PartyNature of Transaction2024202320242023
EMEA 1 Joint VentureIncome$7$9$19$23
EMEA 1 Joint VentureExpenses (1)451113
VIE Joint Ventures (2)Income (3)731317252

(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 15-years as of September 30, 2024.

(2)Expenses from transactions with VIE Joint Ventures were insignificant for the three and nine months ended September 30, 2024 and 2023.

(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 during the three and nine months ended September 30, 2024 of $6 million and $11 million, respectively.

We have also sold certain data center facilities to our Joint Ventures and recognized gains or losses on asset sales as described above.

The following table presents the assets and liabilities from related party transactions with the Joint Ventures in our condensed consolidated balance sheets (in millions):

EMEA 1 Joint VentureVIE Joint Ventures
Balance SheetSeptember 30, 2024December 31, 2023September 30, 2024December 31, 2023
Accounts receivable, net$14$19$78$23
Other current assets (1)171911643
Property, plant and equipment, net (2)156978472
Operating lease right-of-use assets2232
Other assets (3)——22521
Other current liabilities59106
Finance lease liabilities1751118875
Operating lease liabilities2232
Other liabilities (4)5150——

(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 September 30, 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.

6. 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

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

September 30, 2024 and December 31, 2023, the total principal amounts of foreign currency debt obligations designated as net investment hedges were $1.1 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. 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.

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 both September 30, 2024 and December 31, 2023, the total remaining contract value of such customer agreements outstanding under this hedging program was $223 million.

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. 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.

Cash Flow Hedges

Foreign Currency Forward Contracts: We hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA region between the U.S. Dollar and foreign currencies, primarily the British Pound and the Euro. The foreign currency forward contracts that we use to hedge this exposure are designated as cash flow hedges. We also enter into intercompany hedging instruments ("intercompany derivatives") with our wholly-owned subsidiaries in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. Dollar. Simultaneously, we enter into derivative contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives. We 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 until the hedged transaction occurs.

As of September 30, 2024, our foreign currency forward contracts had maturity dates ranging from October 2024 to December 2026 and we had a net loss of $19 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 cash flow hedge instruments 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.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 variable-rate debt and our U.S. dollar-denominated fixed-rate debt issued by our foreign subsidiaries. As of September 30, 2024, our cross-currency interest rate swaps had maturity dates ranging from March 2026 to June 2034. We had a net gain of $10 million recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months for cash flow hedges. We use the spot method to assess hedge effectiveness. Fair value changes from spot rates are recognized in other comprehensive income 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.

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 September 30, 2024 and December 31, 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 both September 30, 2024 and December 31, 2023, we had insignificant net gains 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 earnings to offset remeasurement gains and losses from foreign currency monetary assets and liabilities.

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Notional Amounts and Fair Value of Derivative Instruments

The following table presents the composition of derivative instruments recognized in our condensed consolidated balance sheets, excluding accrued interest, as of September 30, 2024 and December 31, 2023 (in millions):

September 30, 2024December 31, 2023
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$886$2$12$887$3$17
Cross-currency interest rate swaps2,1717313,121132—
Cash flow hedges
Foreign currency forward contracts1,3971311,154214
Cross-currency interest rate swaps1,03052328036—
Total designated as hedging5,484128475,44217331
Not designated as hedging instruments:
Foreign currency forward contracts5,31931703,053470
Cross-currency interest rate swaps2,21114471,06180—
Total not designated as hedging7,530175774,1148470
Total Derivatives$13,014$303$124$9,556$257$101

(1)Excludes embedded derivatives.

(2)As presented in our condensed consolidated balance sheets within other current assets and other assets.

(3)As presented in our condensed consolidated balance sheets within other current liabilities and other liabilities.

Impact on Accumulated Other Comprehensive Income

The pre-tax gains (losses) from hedging instruments recognized in accumulated other comprehensive income for the three and nine months ended September 30, 2024 and 2023 were as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net investment hedges:
Foreign currency debt$(39)$51$(5)$12
Foreign currency forward contracts (included component)(36)10(1)9
Foreign currency forward contracts (excluded component)3—3—
Cross-currency interest rate swaps (included component)(82)100279
Cross-currency interest rate swaps (excluded component)16(12)17(15)
Total$(138)$149$16$85
Cash flow hedges:
Foreign currency forward contracts$(46)$36$(17)$18
Cross-currency interest rate swaps (excluded component)9(1)17(2)
Interest rate locks——1(4)
Total$(37)$35$1$12

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Impact on Earnings

The gains (losses) from derivative instruments recognized in earnings, and location of such gains (losses) in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 were as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
Location of gain (loss)2024202320242023
Net investment hedges:
Foreign currency forward contracts (excluded component)Interest expense$3$—$8$1
Cross-currency interest rate swaps (excluded component)Interest expense6112135
Total$9$11$29$36
Cash flow hedges:
Foreign currency forward contractsRevenues$3$(12)$8$(6)
Foreign currency forward contractsCosts and operating expenses(2)8(4)12
Cross-currency interest rate swaps (excluded component)Interest expense3—4—
Cross-currency interest rate swaps (included component)Other income (expense)(10)(13)(3)3
Total$(6)$(17)$5$9
Non designated hedges:
Foreign currency forward contractsOther income (expense)$(70)$78$(4)$82
Cross-currency interest rate swapsOther income (expense)(18)2(8)2
Total$(88)$80$(12)$84

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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 condensed 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 September 30, 2024 and December 31, 2023 (in millions):

Gross AmountsGross Amounts Offset in Condensed Consolidated Balance SheetNet AmountsGross Amounts not Offset in Condensed Consolidated Balance SheetNet
September 30, 2024
Derivative assets$333$—$333$(95)$238
Derivative liabilities145—145(95)50
December 31, 2023
Derivative assets$282$—$282$(56)$226
Derivative liabilities112—112(56)56

7. 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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The fair value of certain financial assets and liabilities as of September 30, 2024 and December 31, 2023 were as follows (in millions):

September 30, 2024December 31, 2023
Fair ValueFair Value Measurement UsingFair ValueFair Value Measurement Using
Level 1Level 2Level 3Level 1Level 2Level 3
Assets:
Money market funds (1)$1,634$1,634$—$—$1,364$1,364$—$—
Time deposits (2)1,269818451—240240——
Loan receivable (3)224——224————
Derivative instruments (4)303—303—257—257—
Total$3,430$2,452$754$224$1,861$1,604$257$—
Liabilities:
Derivative instruments (4)$124$—$124$—$101$—$101$—
Mortgage and loans payable (5)700—700—684—684—
Senior notes (5)13,53013,045485—11,74011,166574—
Total$14,354$13,045$1,309$—$12,525$11,166$1,359$—

(1)Instruments are included within cash and cash equivalents in the condensed consolidated balance sheets, and are measured at fair value.

(2)Instruments are included within cash and cash equivalents and short-term investments in the condensed consolidated balance sheets, and are measured at amortized cost.

(3)Instruments are included within other assets in the condensed consolidated balance sheets, and are measured at amortized cost. Refer to Note 5.

(4)Instruments are included within other current assets, other assets, other current liabilities and other liabilities in the condensed consolidated balance sheets, and are measured at fair value. Refer to Note 6.

(5)Include current and non-current portions and are measured at amortized cost. Refer to Note 9.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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8. Leases

Significant Lease Transactions

The following table summarizes the significant lease transactions during the nine months ended September 30, 2024 (in millions):

Renewal/Termination Options excluded (1)Net Incremental (2)
LeaseQuarterTransactionLease ClassificationROU assetsROU liabilities
Tokyo 15 ("TY15") new data center leaseQ3New lease with a 20-year termTwo 10-year renewal optionsFinance Lease$109$109
Operating Lease5353

(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):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Finance lease cost
Amortization of right-of-use assets (1)$44$47$135$133
Interest on lease liabilities28288384
Total finance lease cost7275218217
Operating lease cost5758169168
Variable lease cost21175847
Total lease cost$150$150$445$432

(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 condensed consolidated statements of operations.

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Other Information

Other information related to leases is as follows (in millions, except years and percent):

Nine Months Ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$80$83
Operating cash flows from operating leases154151
Financing cash flows from finance leases10198
Right-of-use assets obtained in exchange for lease obligations: (1)
Finance leases$228$194
Operating leases144255
September 30, 2024December 31, 2023
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)$2,053$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 September 30, 2024 and December 31, 2023, we recorded accumulated amortization of finance lease right-of-use assets of $955 million and $870 million, respectively. Finance lease assets are recorded within property, plant and equipment, net on the condensed consolidated balance sheets.

Maturities of Lease Liabilities

Maturities of lease liabilities as of September 30, 2024 are as follows (in millions):

Operating LeasesFinance LeasesTotal
2024 (3 months remaining)$50$61$111
2025223327550
2026217260477
2027196264460
2028168253421
Thereafter1,2422,3193,561
Total lease payments2,0963,4845,580
Less imputed interest(581)(1,089)(1,670)
Total$1,515$2,395$3,910

We entered into agreements with various landlords primarily to lease data center spaces and ground leases which have not yet commenced as of September 30, 2024. These leases will commence between year 2024 and 2026, with lease terms of 2 to 30 years and total lease commitments of approximately $246 million.

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9. Debt Facilities

Mortgage and Loans Payable

As of September 30, 2024 and December 31, 2023, our mortgage and loans payable consisted of the following (in millions):

September 30, 2024December 31, 2023
Term loans$670$643
Mortgage payable and other loans payable2429
694672
Less amount representing unamortized debt issuance costs and debt discounts(1)(1)
693671
Less current portion(5)(8)
Total$688$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 September 30, 2024 and December 31, 2023, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $667 million and $636 million, respectively.

As of September 30, 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 September 30, 2024 and December 31, 2023, unamortized debt issuance costs for the 2022 Revolving Facility of $4 million and $5 million, respectively, were presented in other assets in the condensed consolidated balance sheets.

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Senior Notes

As of September 30, 2024 and December 31, 2023, our senior notes consisted of the following (in millions):

September 30, 2024December 31, 2023
AmountEffective RateAmountEffective Rate
2.625% Senior Notes due 2024$1,0002.79%$1,0002.79%
1.250% Senior Notes due 20255001.46%5001.46%
1.000% Senior Notes due 20257001.18%7001.18%
2.900% Senior Notes due 20266003.04%6003.04%
1.450% Senior Notes due 20267001.64%7001.64%
0.250% Euro Senior Notes due 20275560.45%5520.45%
1.800% Senior Notes due 20275001.96%5001.96%
1.550% Senior Notes due 20286501.67%6501.67%
2.000% Senior Notes due 20284002.21%4002.21%
2.875% Swiss Franc Senior Notes due 20283553.05%3573.05%
1.558% Swiss Franc Senior Notes due 20291181.79%——%
3.200% Senior Notes due 20291,2003.30%1,2003.30%
2.150% Senior Notes due 20301,1002.27%1,1002.27%
2.500% Senior Notes due 20311,0002.65%1,0002.65%
3.900% Senior Notes due 20321,2004.07%1,2004.07%
1.000% Euro Senior Notes due 20336671.18%6621.18%
3.650% Euro Senior Notes due 20336673.78%——%
5.500% Senior Notes due 20347505.74%——%
2.000% Japanese Yen Senior Notes Series A due 20352622.07%2672.07%
2.130% Japanese Yen Senior Notes Series C due 20351032.20%1052.20%
2.370% Japanese Yen Senior Notes Series B due 2043712.42%722.42%
2.570% Japanese Yen Senior Notes Series D due 2043322.62%322.62%
2.570% Japanese Yen Senior Notes Series E due 2043702.62%712.62%
3.000% Senior Notes due 20505003.09%5003.09%
2.950% Senior Notes due 20515003.00%5003.00%
3.400% Senior Notes due 20525003.50%5003.50%
14,70113,168
Less amount representing unamortized debt issuance costs and debt discounts(116)(108)
14,58513,060
Less current portion(2,198)(998)
Total$12,387$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 in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.570% senior notes due March 8, 2043.

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(Unaudited)

On March 8, 2023, and at the exchange rate in effect on that date, we issued ¥37.7 billion, or approximately $275 million in U.S. dollars, aggregate principal amount of 2.000% senior notes due March 8, 2035, ¥10.2 billion, or approximately $75 million in U.S. dollars, aggregate principal amount of 2.370% senior notes due March 8, 2043, ¥14.8 billion, or approximately $108 million in U.S. dollars, aggregate principal amount of 2.130% senior notes due March 8, 2035 and ¥4.6 billion, or approximately $34 million in U.S. dollars, 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 in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.875% senior notes due September 12, 2028 (the "2028 CHF Notes"). Interest on the notes is payable annually in arrears on September 12 of each year, commencing on September 12, 2024. Total debt issuance costs related to the 2028 CHF Notes were $3 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 in U.S. dollars, 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 in U.S. dollars, 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.

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 September 30, 2024 (in millions):

Years ending:
2024 (3 months remaining)$1,002
20251,205
20261,305
20271,729
20281,409
Thereafter8,745
Total$15,395

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(Unaudited)

Interest Charges

The following table sets forth total interest costs incurred, and total interest costs capitalized for the periods presented (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Interest expense$117$102$331$299
Interest capitalized962718
Interest charges incurred$126$108$358$317

Total interest paid in cash, net of capitalized interest, during the three months ended September 30, 2024 and 2023 was $104 million and $90 million, respectively. Total interest paid in cash, net of capitalized interest, during the nine months ended September 30, 2024 and 2023 was $313 million and $316 million, respectively.

10. Commitments and Contingencies

Purchase Commitments

As a result of our various IBX data center expansion projects, as of September 30, 2024, we were contractually committed for approximately $2.8 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 September 30, 2024, such as commitments to purchase power in select locations through the remainder of 2024 and thereafter, and other open purchase orders for goods, or services to be delivered or provided during the remainder of 2024 and thereafter. Such other miscellaneous purchase commitments totaled approximately $2.0 billion as of September 30, 2024. For further information on our equity method investment commitments and lease commitments, see Note 5 and Note 8, 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.

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From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. Contingent liabilities are accrued when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

On March 20, 2024, we 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 us 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 intend to defend the lawsuit and filed a motion to dismiss the lawsuit on October 10, 2024.

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 September 30, 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

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(Unaudited)

result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of September 30, 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 result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of September 30, 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 September 30, 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 $1.4 billion in total at the exchange rate in effect on September 30, 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 $303 million in total at the exchange rate in effect on September 30, 2024. As of September 30, 2024, the maximum potential amount of our future payments under these guarantees was approximately $263 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 September 30, 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.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

11. Stockholders' Equity

Stockholders' Equity Rollforward

The following tables provide a rollforward of our stockholders' equity for the three months ended September 30, 2024 and 2023 ($ in millions except per share data; share data in thousands):

Common StockTreasury StockAdditional Paid-in CapitalAccumulated DividendsAOCI (Loss)Retained EarningsNon-controlling InterestsTotal Common Stockholders' Equity
SharesAmountSharesAmount
Balance as of December 31, 202394,630$—(151)$(56)$18,596$(8,695)$(1,290)$3,934$—$12,489
Net income———————231—231
Other comprehensive loss——————(208)——(208)
Issuance of common stock and release of treasury stock for employee equity awards407—18642————48
Dividend distribution on common stock, $4.26 per share—————(402)———(402)
Settlement of accrued dividends on vested equity awards—————(1)———(1)
Accrued dividends on unvested equity awards—————1———1
Stock-based compensation, net of estimated forfeitures————141————141
Balance as of March 31, 202495,037—(133)(50)18,779(9,097)(1,498)4,165—12,299
Net income———————301—301
Other comprehensive loss——————(43)——(43)
Issuance of common stock and release of treasury stock for employee equity awards35—62—————2
Dividend distribution on common stock, $4.26 per share—————(405)———(405)
Accrued dividends on unvested equity awards—————(12)———(12)
Stock-based compensation, net of estimated forfeitures————136————136
Balance as of June 30, 202495,072—(127)(48)18,915(9,514)(1,541)4,466—12,278
Net income (loss)———————297(1)296
Other comprehensive income——————258——258
Issuance of common stock and release of treasury stock for employee equity awards309—21836————44
Issuance of common stock under ATM Program1,213———976————976
Dividend distribution on common stock, $4.26 per share—————(405)———(405)

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Settlement of accrued dividends on vested equity awards—————(1)———(1)
Accrued dividends on unvested equity awards—————(1)———(1)
Stock-based compensation, net of estimated forfeitures————138————138
Contribution from non-controlling interest————4———4
Balance as of September 30, 202496,594$—(106)$(40)$20,069$(9,921)$(1,283)$4,763$(1)$13,587

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Common StockTreasury StockAdditional Paid-in CapitalAccumulated DividendsAOCI (Loss)Retained EarningsTotal Common Stockholders' Equity
SharesAmountSharesAmount
Balance as of December 31, 202292,814$—(193)$(72)$17,320$(7,318)$(1,389)$2,965$11,506
Net income———————259259
Other comprehensive income——————104—104
Issuance of common stock and release of treasury stock for employee equity awards420—16638———44
Issuance of common stock under ATM Program458———301———301
Dividend distribution on common stock, $3.41 per share—————(319)——(319)
Accrued dividends on unvested equity awards—————(2)——(2)
Stock-based compensation, net of estimated forfeitures————136———136
Balance as of March 31, 202393,692—(177)(66)17,795(7,639)(1,285)3,22412,029
Net income———————207207
Other comprehensive loss——————(3)—(3)
Issuance of common stock and release of treasury stock for employee equity awards45—521———3
Dividend distribution on common stock, $3.41 per share—————(319)——(319)
Accrued dividends on unvested equity awards—————(5)——(5)
Stock-based compensation, net of estimated forfeitures————113———113
Balance as of June 30, 202393,737—(172)(64)17,909(7,963)(1,288)3,43112,025
Net income (loss)———————276276
Other comprehensive loss——————(238)—(238)
Issuance of common stock and release of treasury stock for employee equity awards300—18736———43
Dividend distribution on common stock, $3.41 per share—————(320)——(320)
Accrued dividends on unvested equity awards—————(5)——(5)
Stock-based compensation, net of estimated forfeitures————106———106
Balance as of September 30, 202394,037$—(154)$(57)$18,051$(8,288)$(1,526)$3,707$11,887

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss, net of tax, by component are as follows (in millions):

Balance as of December 31, 2023Net ChangeBalance as of September 30, 2024
Foreign currency translation adjustment (“CTA”) loss$(1,588)$(15)$(1,603)
Unrealized gain on cash flow hedges (1)15621
Net investment hedge CTA gain (1)28416300
Net actuarial loss on defined benefit plans (2)(1)—(1)
Total accumulated other comprehensive loss$(1,290)$7$(1,283)

(1)Refer to Note 6 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 condensed consolidated balance sheets (as evidenced above in our foreign currency translation loss), as well as its condensed consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. Dollars when the U.S. Dollar weakens or fewer U.S. Dollars when the U.S. Dollar strengthens. As of September 30, 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 condensed 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 nine months ended September 30, 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 condensed consolidated financial position and results of operations including the amount of revenue that we report in future periods.

Common Stock

In October 2020, we established an "at the market" equity offering program (the "2020 ATM Program"), under which we could, from time to time, offer and sell shares of our common stock to or through sales agents up to an aggregate of $1.5 billion. In February 2022, we entered into a forward sale amendment to the 2020 ATM Program, under which we could, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale transactions (the "Equity Forward Amendment"). In November 2022, we established a successor ATM program, also with substantially the same terms as the Equity Forward Amendment noted above, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $1.5 billion of our common stock to or through sales agents in "at the market" transactions (the "2022 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Forward sale activity under the 2020 and 2022 ATM Programs is summarized as follows ($ in millions except per share data; shares in thousands):

Contractual Maturity DatesExecution DateNumber 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 20231,208767.12926
Forward Sale Shares Physically SettledFebruary 2023 to March 2024February 2023 to November 2023(1,023)718.59735
Outstanding, December 31, 2023November 2024643$776.23$499
Forward Sale Shares Physically SettledNovember 2024 to December 2024September 2024(643)790.41509
Outstanding, September 30, 2024November 2024—$—$—

(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.

For the three and nine months ended September 30, 2024, we sold an additional 569,382 shares under the 2022 ATM Program, excluding the settled forward sale transactions noted above, for approximately $467 million, net of commissions and other offering expenses. As of September 30, 2024, we fully utilized the remaining common stock available for sale under the 2022 ATM Program.

Stock-Based Compensation

For the nine months ended September 30, 2024, the Talent, Culture and Compensation Committee and/or the Stock Award Committee of our Board of Directors, as the case may be, granted an aggregate of 800,370 restricted stock units ("RSUs") to certain employees, including executive officers. These equity awards are subject to vesting provisions and have a weighted-average grant date fair value of $875.72 per share and a weighted-average requisite service period of 3.56 years. The valuation of RSUs with only a service condition or a service and performance condition require no significant assumptions as the fair value for these types of equity awards is based solely on the fair value of our stock price on the date of grant. We use revenues, adjusted funds from operations ("AFFO") per share and digital services revenues as the performance measurements in the RSUs with both service and performance conditions that were granted in the nine months ended September 30, 2024.

We use a Monte Carlo simulation option-pricing model to determine the fair value of RSUs with a service and market condition. We used total stockholder return ("TSR") as the performance measurement in the RSUs with a service and market condition that were granted in the nine months ended September 30, 2024. There were no significant changes in the assumptions used to determine the fair value of RSUs with a service and market condition that were granted in 2024 compared to the prior year.

The following table presents, by operating expense category, our stock-based compensation expense recognized in our condensed consolidated statements of operations (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cost of revenues$15$12$43$35
Sales and marketing25237166
General and administrative8263234200
Total$122$98$348$301

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

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 stockholders’ 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 condensed consolidated balance sheets. There were no changes in the carrying value of the redeemable NCI for the three and nine months ended September 30, 2024.

The following table presents the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on the condensed consolidated balance sheets (in millions):

Balance SheetSeptember 30, 2024December 31, 2023
Cash and cash equivalents$21$20
Property, plant and equipment, net228
Other52
Total assets$48$30
Total liabilities$3$3

The income and losses attributable to us as well as to the redeemable NCI from the Indonesian VIE were insignificant for the three and nine months ended September 30, 2024 and 2023.

12. 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. Our chief operating decision-maker evaluates performance, makes operating decisions and allocates resources based on our revenues and adjusted EBITDA, both on a consolidated basis and based on these three reportable segments. Intercompany transactions between segments are excluded for management reporting purposes.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following tables present revenue information disaggregated by product lines and geographic areas (in millions):

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
AmericasEMEAAsia-PacificTotalAmericasEMEAAsia-PacificTotal
Colocation (1)$617$566$337$1,520$1,848$1,658$1,004$4,510
Interconnection22486743846582532151,126
Managed infrastructure66351711819810450352
Other (1)726437207411105
Recurring revenues9147134322,0592,7242,0891,2806,093
Non-recurring revenues443068142139102153394
Total$958$743$500$2,201$2,863$2,191$1,433$6,487

(1) Includes some leasing and hedging activities.

Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
AmericasEMEAAsia-PacificTotalAmericasEMEAAsia-PacificTotal
Colocation (1)$597$538$329$1,464$1,754$1,571$971$4,296
Interconnection20779673536102291981,037
Managed infrastructure6333181141859755337
Other (1)52323015741099
Recurring revenues8726734161,9612,5641,9711,2345,769
Non-recurring revenues41362310012111672309
Total$913$709$439$2,061$2,685$2,087$1,306$6,078

(1) Includes some leasing and hedging activities.

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Total revenues attributed to the U.S. were $819 million and $772 million during the three months ended September 30, 2024 and 2023, respectively. Total revenues attributed to the U.S. were $2.4 billion and $2.3 billion during the nine months ended September 30, 2024 and 2023, respectively. There was no country outside of the U.S. from which we derived revenues that exceeded 10% of revenues for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, we derived revenues of $219 million and $608 million, respectively, from the United Kingdom, which is the only country outside of the U.S. from which we derived revenues that exceeded 10% of our total revenues during either of these periods. No single customer accounted for 10% or greater of our accounts receivable or revenues for the three and nine months ended September 30, 2024 and 2023.

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):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Adjusted EBITDA:
Americas$427$405$1,287$1,203
EMEA3723101,024932
Asia-Pacific249221765647
Total adjusted EBITDA1,0489363,0762,782
Depreciation, amortization and accretion expense(494)(462)(1,509)(1,382)
Stock-based compensation expense(122)(98)(348)(301)
Transaction costs(7)1(12)(7)
Gain on asset sales—4185
Interest income35238866
Interest expense(117)(102)(331)(299)
Other income (expense)7(6)(6)(10)
Loss on debt extinguishment——(1)—
Income before income taxes$350$296$975$854

We also provide the following segment disclosures related to our operations as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Depreciation and amortization:
Americas$272$252$848$750
EMEA132127397374
Asia-Pacific9284266258
Total$496$463$1,511$1,382
Capital expenditures:
Americas$412$382$1,230$1,076
EMEA204147541449
Asia-Pacific10888308260
Total$724$617$2,079$1,785

EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are located in the following geographic areas (in millions):

September 30, 2024December 31, 2023
Americas$9,076$8,611
EMEA6,6856,321
Asia-Pacific3,9043,669
Total property, plant and equipment, net$19,665$18,601
Americas$398$421
EMEA408368
Asia-Pacific681660
Total operating lease right-of-use assets$1,487$1,449

13. Subsequent Events

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.

2024 ATM Program

On October 1, 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"). No sales have been made under the 2024 ATM Program to date.

Declaration of dividends

On October 30, 2024, we declared a quarterly cash dividend of $4.26 per share, which is payable on December 11, 2024 to our common stockholders of record as of the close of business on November 13, 2024.

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