eqix-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐			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

EQUINIX, INC.

(Exact name of registrant as specified in its charter)


Delaware						77-0487526
(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 class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.001

EQIX

The Nasdaq Stock Market LLC

0.250% Senior Notes due 2027

The Nasdaq Stock Market LLC

1.000% Senior Notes due 2033

The Nasdaq Stock Market LLC

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant's Common Stock as of April 28, 2022 was 91,021,802.

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EQUINIX, INC.

INDEX


		Page No.

	Summary of Risk Factors	4

Part I - Financial Information

Item 1.	Condensed Consolidated Financial Statements (unaudited):	6

	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	6

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021	8

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56

Item 4.	Controls and Procedures	58

Part II - Other Information

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85

Item 3.	Defaults Upon Senior Securities	85

Item 4.	Mine Safety Disclosure	85

Item 5.	Other Information	85

Item 6.	Exhibits	86

Signatures		93

Index to Exhibits		94

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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 Quarterly Report on Form 10-Q, as well as the other information in this Quarterly Report on Form 10-Q and the other filings that we make with the U.S. Securities and Exchange Commission (the “SEC”).

Risks Related to Our Business and Our Operations

•We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition, and results of operations may be materially adversely affected by the negative impact on the global economy, supply chain and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

•The ongoing COVID-19 pandemic could have a negative effect on our business, results of operations and financial condition.

•We experienced an information technology security breach 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.

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

•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 implement our evolving organizational structure or if we are unable to recruit or retain key executives and qualified personnel, our business could be harmed.

•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.

•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.

•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.

•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.

•We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

•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.

•Industry consolidation may have a negative impact on our business model.

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•The use of high power density equipment may limit our ability to fully utilize our older IBX data centers.

•Our business could be harmed by increased cost to procure power, prolonged power outages, shortages or capacity constraints.

Risks Related to Our Expansion Plans

•Our construction of new IBX data centers or IBX data center expansions 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, or comply with evolving laws and regulations, our revenues may not increase, our costs may increase and our business and results of operations would be harmed.

•We are continuing 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.

•Fluctuations in foreign currency exchange rates in the markets in which we operate internationally could harm our results of operations.

•Our derivative transactions expose us to counterparty credit risk.

Risks Related to Environmental Laws and Climate Change Impacts

•Environmental regulations may impose upon us new or unexpected costs.

•Our business may be adversely affected by climate change and responses to it.

•We may fail to achieve our environmental goals which may adversely affect public perception of our business and affect our relationship with our customers and our stockholders.

Risks Related to Certain Regulations and Laws, Including Tax Laws

•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.

•Government regulation or failure to comply with laws and regulations may adversely affect our business.

Risks Related to Our Taxation as a REIT

•We have a number of risks related to our intended 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 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.

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

EQUINIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,695,305	$	1,536,358

Accounts receivable, net of allowance of $14,001 and $11,635	780,404		681,809
Other current assets	471,894		462,739
Assets held for sale	115,193		276,195
Total current assets	3,062,796		2,957,101

Property, plant and equipment, net	15,512,991		15,445,775
Operating lease right-of-use assets	1,234,257		1,282,418
Goodwill	5,316,079		5,372,071
Intangible assets, net	1,877,541		1,935,267
Other assets	1,019,569		926,066
Total assets	$	28,023,233	$	27,918,698
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	811,157	$	879,144
Accrued property, plant and equipment	236,608		187,334
Current portion of operating lease liabilities	146,239		144,029
Current portion of finance lease liabilities	148,411		147,841
Current portion of mortgage and loans payable	31,993		33,087

Other current liabilities	232,606		214,519

Total current liabilities	1,607,014		1,605,954
Operating lease liabilities, less current portion	1,060,078		1,107,180
Finance lease liabilities, less current portion	2,027,228		1,989,668
Mortgage and loans payable, less current portion	691,523		586,577
Senior notes, less current portion	10,953,832		10,984,144
Other liabilities	740,748		763,411
Total liabilities	17,080,423		17,036,934
Commitments and contingencies (Note 11)
Equinix stockholders' equity
Common stock, $0.001 par value per share: 300,000,000 shares authorized; 91,303,799 issued and 91,013,824 outstanding in 2022 and 90,872,826 issued and 90,571,406 outstanding in 2021	91		91
Additional paid-in capital	16,145,424		15,984,597
Treasury stock, at cost; 289,975 shares in 2022 and 301,420 shares in 2021	(107,949)		(112,208)
Accumulated dividends	(6,449,713)		(6,165,140)
Accumulated other comprehensive loss	(1,052,914)		(1,085,751)
Retained earnings	2,407,946		2,260,493
Total Equinix stockholders' equity	10,942,885		10,882,082
Non-controlling interests	(75)		(318)
Total stockholders' equity	10,942,810		10,881,764
Total liabilities and stockholders' equity	$	28,023,233	$	27,918,698

See accompanying notes to condensed consolidated financial statements.

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EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Three Months Ended March 31,
	2022		2021
	(Unaudited)
Revenues	$	1,734,447	$	1,596,064
Costs and operating expenses:
Cost of revenues	915,875		811,217
Sales and marketing	192,511		182,827
General and administrative	352,687		301,456
Transaction costs	4,240		1,182

Loss on asset sales	1,818		1,720
Total costs and operating expenses	1,467,131		1,298,402
Income from operations	267,316		297,662
Interest income	2,106		729
Interest expense	(79,965)		(89,681)
Other expense	(9,549)		(6,950)
Gain (loss) on debt extinguishment	529		(13,058)
Income before income taxes	180,437		188,702
Income tax expense	(32,744)		(32,628)
Net income	147,693		156,074
Net (income) loss attributable to non-controlling interests	(240)		288
Net income attributable to Equinix	$	147,453	$	156,362
Earnings per share ("EPS") attributable to Equinix:
Basic EPS	$	1.62	$	1.75
Weighted-average shares for basic EPS	90,771		89,330
Diluted EPS	$	1.62	$	1.74
Weighted-average shares for diluted EPS	91,162		89,842

See accompanying notes to condensed consolidated financial statements.

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EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Three Months Ended March 31,
	2022		2021
	(Unaudited)
Net income	$	147,693	$	156,074
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment ("CTA") loss, net of tax effects of $0 and $0	(122,534)		(295,146)
Net investment hedge CTA gain, net of tax effect of $0 and $0	91,358		170,175

Unrealized gain on cash flow hedges, net of tax effects of $(4,727) and $(7,892)	64,037		29,478
Net actuarial gain (loss) on defined benefit plans, net of tax effects of $4 and $(5)	(21)		12
Total other comprehensive income (loss), net of tax	32,840		(95,481)
Comprehensive income, net of tax	180,533		60,593
Net (income) loss attributable to non-controlling interests	(240)		288
Other comprehensive (income) loss attributable to non-controlling interests	(3)		1
Comprehensive income attributable to Equinix	$	180,290	$	60,882

See accompanying notes to condensed consolidated financial statements.

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EQUINIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
	2022		2021
	(Unaudited)
Cash flows from operating activities:
Net income	$	147,693	$	156,074
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	385,771		341,622
Stock-based compensation	89,952		78,350
Amortization of intangible assets	49,569		53,395
Amortization of debt issuance costs and debt discounts and premiums	4,204		3,940
Provision for credit loss allowance	3,406		2,740

Loss on asset sales	1,818		1,720

(Gain) loss on debt extinguishment	(529)		13,058
Other items	3,690		7,743
Changes in operating assets and liabilities:
Accounts receivable	(100,727)		(17,620)
Income taxes, net	13,881		(10,274)
Other assets	6,115		(73,255)
Operating lease right-of-use assets	35,400		40,924
Operating lease liabilities	(31,740)		(36,563)
Accounts payable and accrued expenses	(75,980)		(76,362)
Other liabilities	48,600		(94,334)
Net cash provided by operating activities	581,123		391,158
Cash flows from investing activities:
Purchases of investments	(38,558)		(22,406)
Sales of investments	—		4,057

Real estate acquisitions	(3,074)		(53,737)
Purchases of other property, plant and equipment	(412,518)		(563,598)
Proceeds from sale of assets, net of cash transferred	195,391		—
Net cash used in investing activities	(258,759)		(635,684)
Cash flows from financing activities:
Proceeds from employee equity awards	43,876		40,034
Payment of dividends	(289,669)		(263,039)

Proceeds from senior notes, net of debt discounts	—		1,290,752
Proceeds from mortgage and loans payable	676,850		—
Repayments of finance lease liabilities	(40,773)		(32,584)
Repayments of mortgage and loans payable	(551,833)		(20,186)
Repayment of senior notes	—		(590,650)
Debt extinguishment costs	—		(8,521)
Debt issuance costs	(7,366)		(3,152)

Net cash (used in) provided by financing activities	(168,915)		412,654
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash	4,593		(22,019)

Net increase in cash, cash equivalents and restricted cash	158,042		146,109
Cash, cash equivalents and restricted cash at beginning of period	1,549,454		1,625,695
Cash, cash equivalents and restricted cash at end of period	$	1,707,496	$	1,771,804

Cash and cash equivalents	$	1,695,305	$	1,752,990
Current portion of restricted cash included in other current assets	11,295		9,702
Non-current portion of restricted cash included in other assets	896		9,112
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	1,707,496	$	1,771,804

See accompanying notes to condensed consolidated financial statements.

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EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

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. In the preparation of our condensed consolidated financial statements, we have considered potential impacts of the COVID-19 pandemic on our critical and significant accounting estimates. There was no significant impact to our condensed consolidated financial statements. We will continue to evaluate the nature and extent of the potential impacts to our business and our condensed consolidated financial statements.

Our condensed consolidated balance sheet data as of December 31, 2021 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"). 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 18, 2022. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.

Consolidation

The accompanying unaudited condensed consolidated financial statements include our acquisition of two data centers in Mumbai, India from the India operations of GPX Global Systems, Inc. ("GPX India") from September 1, 2021. 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 18.2% and 17.3% for the three months ended March 31, 2022 and 2021, respectively.

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EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our condensed consolidated financial statements.

Accounting Standards Adopted

Income Taxes

In December 2019, FASB issued ASU 2019-12, Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes. The ASU simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also improves consistent application of and simplifies generally accepted accounting principles ("GAAP") for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted including adoption in any interim period for periods for which financial statements have not yet been issued. On January 1, 2021, we adopted this ASU on a prospective basis and the adoption of this standard did not have an impact on our condensed consolidated financial statements.

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 an impact on our condensed consolidated financial statements.

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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 thousands):


	Accounts receivable, net (1)		Contract assets, current		Contract assets, non-current		Deferred revenue, current		Deferred revenue, non-current
Beginning balances as of January 1, 2022	$	681,809	$	65,392	$	55,486	$	109,736	$	87,495
Closing balances as of March 31, 2022	780,404		65,948		56,226		115,055		84,374
Increase (Decrease)	$	98,595	$	556	$	740	$	5,319	$	(3,121)

(1) The net change in our allowance for credit losses was insignificant during the three months ended March 31, 2022.

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 three months ended March 31, 2022 from the opening deferred revenue balance as of January 1, 2022 was $29.9 million.

Remaining performance obligations

As of March 31, 2022, approximately $9.2 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 three 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, point-in-time services, service fees from xScaleTM data centers, which are calculated based on future events or actual costs incurred in the future, or any contracts that could be terminated without any significant penalties such as 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.

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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 thousands, except per share amounts):


	Three Months Ended March 31,
	2022		2021
Net income	$	147,693	$	156,074
Net (income) loss attributable to non-controlling interests	(240)		288
Net income attributable to Equinix	$	147,453	$	156,362

Weighted-average shares used to calculate basic EPS	90,771		89,330
Effect of dilutive securities:
Employee equity awards	391		512
Weighted-average shares used to calculate diluted EPS	91,162		89,842

EPS attributable to Equinix:
Basic EPS	$	1.62	$	1.75
Diluted EPS	$	1.62	$	1.74

We have excluded common stock related to employee equity awards in the diluted EPS calculation above of approximately 377,000 shares and 148,000 shares for the three months ended March 31, 2022 and 2021, respectively, because their effect would be anti-dilutive.

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EQUINIX, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

4. Acquisitions

Pending Acquisitions

Acquisition of Empresa Nacional De Telecomunicaciones S.A. ("Entel") Chile Data Centers (the "Entel Chile Acquisition") and Peru Data Center (the "Entel Peru Acquisition")

On March 18, 2022, we announced our planned expansion in Latin America through an acquisition of data centers from Entel, a leading Chilean telecommunications provider. Our planned expansion includes four data centers in Chile for a purchase price of UF16.7 million, or approximately $664.0 million at the exchange rate in effect on that date. The acquisition of the four data centers in Chile is expected to close in the second quarter of 2022, subject to customary conditions. On April 27, 2022, we signed an agreement with Entel to acquire a data center in Peru for a purchase price of PEN270.8 million, or approximately $70.7 million at the exchange rate in effect on that date. The acquisition of the data center in Peru is pending the achievement of certain closing conditions, for which the timing is uncertain, and will be accounted for as a separate transaction. After close of the acquisitions, the operating results of the acquired data centers will be reported in the Americas region. The Entel acquisitions support our ongoing expansion to meet customer demand in the Latin American market.

2022 Acquisition

Acquisition of MainOne Cable Company Ltd. (the "MainOne Acquisition")

On April 1, 2022, we completed the acquisition of all outstanding shares of MainOne Cable Company Ltd. ("MainOne"), consisting of four data centers as well as a subsea cable and terrestrial fiber network. We acquired MainOne and its assets in an all-cash transaction at a purchase price of approximately $320.0 million. The MainOne Acquisition supports our desire to meet customer demand in the West African market. After close of the acquisition, the operating results of the acquired business will be reported in the EMEA region. The valuation of assets acquired and liabilities assumed are still being appraised by a third-party and as such, the purchase price allocation is not yet complete.

2021 Acquisition

Acquisition of GPX India (the "GPX India Acquisition")

On September 1, 2021, we completed the acquisition of GPX India, representing two data centers in Mumbai, India, for a total purchase consideration of approximately INR12.5 billion, or $170.5 million at the exchange rate in effect on that date. The GPX India Acquisition supports our desire to meet customer demand in the Indian market.

Purchase Price Allocation

The GPX India Acquisition constitutes a business under the accounting standard for business combinations and, therefore, was accounted for as a business combination 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.

As of March 31, 2022, we had completed the detailed valuation analysis to derive the fair value of assets acquired and liabilities assumed from the GPX India Acquisition, including property, plant and equipment, intangible assets and the related tax impacts.

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A summary of the final allocation of total purchase consideration is presented as follows (in thousands):


	GPX India(1)
	Final
Cash and cash equivalents	$	9,406
Accounts receivable	4,399
Other current assets	8,883
Property, plant and equipment	88,130
Operating lease right-of-use assets	62
Intangible assets	15,408
Goodwill	77,145
Deferred tax and other assets	20
Total assets acquired	203,453
Accounts payable and accrued liabilities	(1,566)
Other current liabilities	(478)
Operating lease liabilities	(62)
Finance lease liabilities	(20,565)
Deferred tax and other liabilities	(10,317)
Net assets acquired	$	170,465

(1)The purchase price allocation adjustments since the provisional amounts reported as of December 31, 2021 were not significant.

Property, plant and equipment - The fair values of property, plant and equipment acquired from the GPX India Acquisition was 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 thousands):


Intangible Assets	Fair Value		Estimated Useful Lives (Years)	Weighted-average Estimated Useful Lives (Years)	Discount Rate
GPX India:
Customer relationships (1)	$	15,408	15.0	15.0	11.0	%

(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. 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.

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 attributable to the workforce of the acquired business and the projected revenue increase expected to arise from future customers after the acquisition. Goodwill from the GPX India Acquisition is attributable to the Asia-Pacific region and is not deductible for local tax purposes.

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5. Assets Held for Sale

In June 2021, we entered into an agreement to form another joint venture in the form of a limited liability partnership with GIC Private Limited, Singapore's sovereign wealth fund ("GIC"), to develop and operate additional xScale data centers in Europe and the Americas (the “EMEA 2 Joint Venture”). The transaction is structured to close in phases over the course of two years, pending regulatory approval and other closing conditions. The assets and liabilities of the Warsaw 4 ("WA4") data center site, which are currently included within our EMEA region and are expected to be sold to the EMEA 2 Joint Venture in a future phase, were classified as held for sale as of June 30, 2021 and remained held for sale as of March 31, 2022.

In October 2021, we entered into an agreement to form a joint venture in the form of a limited liability partnership with PGIM Real Estate ("PGIM"), to develop and operate xScaleTM data centers in Asia-Pacific (the "Asia-Pacific 2 Joint Venture"). xScale data centers are engineered to meet the technical and operational requirements and price points of core hyperscale workload deployments and also offer access to our comprehensive suite of interconnection and edge services. The assets and liabilities of the Sydney 9 ("SY9") data center site, which were included within our Asia-Pacific region, were classified as held for sale as of September 30, 2021. Upon closing the joint venture in March 2022, we sold the SY9 data center in exchange for a total consideration of $201.3 million, which is comprised of $165.6 million of net cash proceeds, a 20% partnership interest in the Asia-Pacific 2 Joint Venture with a fair value of $29.8 million, and $5.9 million of receivables. During the three months ended March 31, 2022, we recognized an insignificant loss on the sale of the SY9 data center.

In March 2022, we entered into an agreement to sell the Mexico 3 ("MX3") data center site in connection with the formation of a new joint venture with GIC (the "AMER 1 Joint Venture") to develop and operate xScale data centers in the Americas. Given that the key terms of the sale had been substantially agreed upon as of September 30, 2021, the assets and liabilities of the MX3 data center, which are currently included within our Americas region, were classified as held for sale as of September 30, 2021 and remained held for sale as of March 31, 2022.

All assets and liabilities classified as held for sale are reported at the lower of their carrying amounts or fair values less costs to sell. The following table summarizes the assets and liabilities that were classified as assets and liabilities held for sale in the condensed consolidated balance sheet as of March 31, 2022 (in thousands):


	March 31, 2022

Operating lease right-of-use assets	$	12,403
Property, plant and equipment	99,600
Other assets	3,190
Total assets held for sale	$	115,193


Current portion of operating lease liabilities	$	2,039
Operating lease liabilities, less current portion	348
Accrued property, plant and equipment	16,080
Total liabilities held for sale (1)	$	18,467

(1)Liabilities held for sale were included within other current liabilities on the condensed consolidated balance sheet.

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6. Equity Method Investments

The following table summarizes our equity method investments (in thousands), which were included in other assets on the condensed consolidated balance sheets:


Investee	Ownership Percentage	March 31, 2022		December 31, 2021
EMEA 1 Joint Venture with GIC	20%	$	127,827	$	131,516
EMEA 2 Joint Venture with GIC	20%	35,255		34,944
Asia-Pacific 1 Joint Venture with GIC	20%	64,188		60,108
Asia-Pacific 2 Joint Venture with PGIM	20%	30,286		—
Other	Various	19,759		18,481
Total		$	277,315	$	245,049

Non - Variable Interest Entity ("VIE") Joint Venture

EMEA 1 Joint Venture

In 2019, we entered into a joint venture in the form of a limited liability partnership with GIC (the "EMEA 1 Joint Venture"), to develop and operate xScale data centers in Europe. 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 months ended March 31, 2022 and 2021 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 March 31, 2022, we had future equity contribution commitments of $45.1 million.

VIE Joint Ventures

Asia-Pacific 1, Asia-Pacific 2 and EMEA 2 Joint Ventures (the "VIE Joint Ventures")

In 2020, we entered into a joint venture in the form of a limited liability partnership with GIC (the "Asia-Pacific 1 Joint Venture") to develop and operate xScale data centers in Asia-Pacific.

In 2021, we entered into the EMEA 2 Joint Venture with GIC to develop and operate additional xScale data centers in Europe and the Americas (see Note 5 above).

On March 11, 2022, we entered into the Asia-Pacific 2 Joint Venture with PGIM to develop and operate additional xScale data centers in Asia-Pacific (see Note 5 above).

For the VIE Joint Ventures, we provide certain management services to their operations and earn fees for the performance of such services. The joint ventures do not have sufficient funds from operations to be self-sustaining, thus are considered VIEs. The power to direct the activities of these joint ventures that most significantly impact economic performance is shared equally between us and either GIC or PGIM, as applicable. 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 either GIC or PGIM, as applicable. 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. During the three months ended March 31, 2022, our share of income and losses of equity method investments from these joint ventures was insignificant both individually and in aggregate, and was included in other income (expense) on the condensed consolidated statement of operations.

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The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of March 31, 2022 (in thousands):


	Asia-Pacific 1 Joint Venture		EMEA 2 Joint Venture		Asia-Pacific 2 Joint Venture
Equity Investment	$	64,188	$	35,255	$	30,286
Outstanding Receivables	2,124		18,676		6,950
Future Equity Contribution Commitments (1)	2,030		67,033		1,086
Maximum Future Payments under Debt Guarantees (2)	N/A (3)		37,133		N/A (3)
Total	$	68,342	$	158,097	$	38,322

(1)The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to complete certain construction phases or make interest payments on their outstanding debt.

(2)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 (see Note 11).

(3)The joint venture’s debt is secured by the net assets of the respective joint venture without recourse to its partners.

Other Related Party Transactions

We have lease arrangements and provide various services to the EMEA 1 Joint Venture, Asia-Pacific 1 Joint Venture, EMEA 2 Joint Venture and Asia-Pacific 2 Joint Venture (the "Joint Ventures") through multiple agreements, including sales and marketing, development management, facilities management, and asset management. These transactions are generally considered to have been negotiated at arm's length. The following table presents the revenues and expenses from these arrangements with the Joint Ventures in our condensed consolidated statements of operations (in thousands):


		Three Months Ended March 31,
Related Party	Nature of Transaction	2022		2021
EMEA 1 Joint Venture	Revenues	$	6,302	$	7,189
EMEA 1 Joint Venture	Expenses (1)	4,328		4,541
Asia-Pacific 1 Joint Venture	Revenues	2,811		—
EMEA 2 Joint Venture	Revenues	4,107		—
Asia-Pacific 2 Joint Venture	Revenues	85		—

(1)We have a sub-lease agreement with the EMEA 1 Joint Venture to sub-lease a portion of London ("LD") 10-2 data center or former LD10 data center, for a total of 15 years. Balances primarily consist of rent expenses for the LD10-2 data center.

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

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Related Party	Balance Sheet Line Item	March 31, 2022		December 31, 2021
EMEA 1 Joint Venture	Receivables	$	36,099	$	32,077
	Contract Assets (1)	54,132		54,503
	Finance Lease Right of Use Assets	113,081		118,817
	Other Liabilities and Payables	1,011		2,483
	Other Liabilities and Payables - construction obligation (2)	41,453		39,382
	Deferred Revenue	16,375		16,886
	Finance Lease Right of Use Liabilities	119,539		124,918
Asia-Pacific 1 Joint Venture	Receivables	2,124		2,124
	Payables	—		121
EMEA 2 Joint Venture	Receivables	18,676		26,953
	Contract Assets	1,753		1,492
	Payables	2,049		1,755
Asia-Pacific 2 Joint Venture	Receivables	6,950		—

(1)A portion of the EMEA 1 Joint Venture contract asset balance relates to commitments to complete a residual portion of the Paris 9 data center sold to the EMEA 1 Joint Venture, which is reimbursable in full upon completion.

(2)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.

We received contingent consideration from the sales of xScale data centers to the EMEA 1 Joint Venture, which become receivable upon completion of certain performance milestones, primarily contingent on the local regulatory approvals for certain sites. The contingent consideration are considered derivatives and are remeasured at fair value each reporting period using inputs such as probabilities of payment, discount rates, foreign currency forward rates and projected payment dates. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements. As of March 31, 2022 and December 31, 2021, the total fair value of the remaining contingent consideration was $5.1 million and $5.3 million, respectively, which was included in other current assets on the condensed consolidated balance sheets. Changes in the fair value of the contingent consideration were recorded in gain (loss) on asset sales on the condensed consolidated statement of operations.

7. Derivatives and Hedging Activities

Derivatives Designated as Hedging Instruments

Net Investment Hedges. 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 both March 31, 2022 and December 31, 2021, the total principal amounts of foreign currency debt obligations designated as net investment hedges was $1.5 billion.

We also use cross-currency interest rate swaps, 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. As of both March 31, 2022 and December 31, 2021, we had cross-currency interest rate swaps outstanding with notional amounts of $4.0 billion, with maturity dates ranging through 2026.

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From time to time, we use foreign currency forward contracts to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries. As of March 31, 2022 and December 31, 2021, the total notional amount of foreign currency forward contracts designated as net investment hedges were $373.8 million and $375.7 million, respectively.

Certain of our customer agreements are deemed to have foreign currency forward contracts embedded in them that are priced in currencies different from the functional or local currencies of the parties involved. 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.

The effect of net investment hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands):


Amount of gain or (loss) recognized in accumulated other comprehensive income:
		Three Months Ended March 31,
		2022		2021
Foreign currency debt		$	45,061	$	68,740
Cross-currency interest rate swaps (included component) (1)		122,030		141,228
Cross-currency interest rate swaps (excluded component) (2)		(72,108)		(40,529)
Foreign currency forward contracts (included component) (1)		(2,949)		708
Foreign currency forward contracts (excluded component) (3)		(676)		28
Total		$	91,358	$	170,175

Amount of gain or (loss) recognized in earnings:
	Location of gain or (loss)	Three Months Ended March 31,
		2022		2021
Cross-currency interest rate swaps (excluded component) (2)	Interest expense	$	12,578	$	10,049
Foreign currency forward contracts (excluded component) (3)	Interest expense	(31)		164
Total		$	12,547	$	10,213

(1)Included component represents foreign exchange spot rates.

(2)Excluded component represents cross-currency basis spread and interest rates.

(3)Excluded component represents foreign currency forward points.

Cash Flow Hedges. We hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA region between the U.S. Dollar and the British Pound, Euro, Swedish Krona and Swiss Franc. The foreign currency forward and option contracts that we use to hedge this exposure are designated as cash flow hedges. As of March 31, 2022 and December 31, 2021, the total notional amounts of these foreign exchange contracts were $814.0 million and $831.2 million, respectively.

As of March 31, 2022, our foreign currency cash flow hedge instruments had maturity dates ranging from April 2022 to December 2023 and we had a net gain of $30.7 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses relating to these cash flow hedges as they mature in the next 12 months. As of December 31, 2021, our foreign currency cash flow hedge instruments had maturity dates ranging from January 2022 to December 2023 and we had a net gain of $13.3 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses relating to these cash flow hedges as they mature in the next 12 months.

We 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

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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 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 March 31, 2022, we had no interest rate locks outstanding. As of December 31, 2021, the total notional amount of interest rate locks outstanding was $800.0 million. During the three months ended March 31, 2022, interest rate locks with a combined aggregate notional amount of $800.0 million were settled related to the issuance of senior notes during the year. 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 March 31, 2022 and December 31, 2021, we had a net gain of $1.4 million and a net loss of $3.9 million, respectively, recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months for interest rate locks.

The effect of cash flow hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 was as follows (in thousands):


Amount of gain or (loss) recognized in accumulated other comprehensive income:
		Three Months Ended March 31,
		2022		2021
Foreign currency forward and option contracts (included component) (1)		$	18,322	$	31,374
Foreign currency option contracts (excluded component) (2)		—		196
Interest rate locks		50,442		5,801
Total		$	68,764	$	37,371

Amount of gain or (loss) reclassified from accumulated other comprehensive income to income:
		Three Months Ended March 31,
	Location of gain or (loss)	2022		2021
Foreign currency forward contracts	Revenues	$	3,563	$	(12,969)
Foreign currency forward contracts	Costs and operating expenses	(1,312)		7,204
Interest rate locks	Interest Expense	(1,076)		(805)
Total		$	1,175	$	(6,570)

Amount of gain or (loss) excluded from effectiveness testing included in income:
		Three Months Ended March 31,
	Location of gain or (loss)	2022		2021

Foreign currency option contracts (excluded component) (2)	Revenues	$	—	$	(181)
Total		$	—	$	(181)

(1)Included component represents foreign exchange spot rates.

(2)Excluded component represents option's time value.

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Derivatives Not Designated as Hedging Instruments

Embedded Derivatives. As described above, certain of our customer agreements are deemed to have foreign currency forward contracts embedded in them that are priced in currencies different from the functional or local currencies of the parties involved.

Economic Hedges of Embedded Derivatives. We use foreign currency forward contracts to manage the foreign exchange risk associated with our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved ("economic hedges of embedded derivatives"). Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date.

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. As of March 31, 2022 and December 31, 2021, the total notional amounts of these foreign currency contracts were $2.7 billion and $3.3 billion, respectively.

The following table presents the effect of derivatives not designated as hedging instruments in our condensed consolidated statements of operations (in thousands):


Amount of gain or (loss) recognized in earnings:
		Three Months Ended March 31,
	Location of gain or (loss)	2022		2021
Embedded derivatives	Revenues	$	(568)	$	4,495
Economic hedge of embedded derivatives	Revenues	(983)		(4,213)
Foreign currency forward contracts	Other income (expense)	(1,470)		56,800
Total		$	(3,021)	$	57,082

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Fair Value of Derivative Instruments

The following table presents the fair value of derivative instruments recognized in our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022				December 31, 2021
	Assets (1)		Liabilities (2)		Assets (1)		Liabilities (2)
Designated as hedging instruments:
Cash flow hedges
Foreign currency forward and option contracts	$	34,888	$	1,313	$	22,866	$	7,618
Interest rate locks	—		—		8,662		—
Net investment hedges
Cross-currency interest rate swaps	94,482		7,081		56,921		19,441
Foreign currency forward contracts	3,934		7,553		156		70
Total designated as hedging	133,304		15,947		88,605		27,129

Not designated as hedging instruments:
Embedded derivatives	—		—		3,247		652
Economic hedges of embedded derivatives	—		—		2,232		637
Foreign currency forward contracts	8,215		36,085		83,265		5,854
Total not designated as hedging	8,215		36,085		88,744		7,143
Total Derivatives	$	141,519	$	52,032	$	177,349	$	34,272

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

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

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 as of March 31, 2022 and December 31, 2021 (in thousands):


	Gross Amounts Offset in Consolidated Balance Sheet
	Gross Amounts		Gross Amounts Offset in the Balance Sheet		Net Amounts		Gross Amounts not Offset in the Balance Sheet		Net
March 31, 2022
Derivative assets	$	173,208	$	—	$	173,208	$	(47,621)	$	125,587
Derivative liabilities	69,010		—		69,010		(47,621)		21,389

December 31, 2021
Derivative assets	$	207,037	$	—	$	207,037	$	(47,538)	$	159,499
Derivative liabilities	49,326		—		49,326		(47,538)		1,788

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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) 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.

Our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 were as follows (in thousands):


	As of March 31, 2022						As of December 31, 2021
	Fair Value		Fair Value Measurement Using				Fair Value		Fair Value Measurement Using
			Level 1		Level 2				Level 1	Level 2
Assets:
Money market and deposit accounts	$	264,367	$	264,367	$	—	$	585,681	$