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Equity Method Investments | 9 Months Ended
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Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract] |
Equity Method Investments | 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):
Investee |  | Ownership Percentage |  | September 30, 2024 |  | December 31, 2023
EMEA 1 Joint Venture |  | 20% |  | $ | 148 |  |  | $ | 150 |
VIE Joint Ventures (1) |  | 20% |  | 387 |  |  | 308 |
Other |  | Various |  | 11 |  |  | 10 |
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 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 Receivable |  | 78 |
Other Receivables |  | 40 |
Contract Assets |  | 103 |
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. 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 Party |  | Nature of Transaction |  | 2024 |  | 2023 |  | 2024 |  | 2023
EMEA 1 Joint Venture |  | Income |  | $ | 7 |  |  | $ | 9 |  |  | $ | 19 |  |  | $ | 23 |
EMEA 1 Joint Venture |  | Expenses (1) |  | 4 |  |  | 5 |  |  | 11 |  |  | 13 |
VIE Joint Ventures (2) |  | Income (3) |  | 73 |  |  | 13 |  |  | 172 |  |  | 52 |
(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 Venture |  | VIE Joint Ventures
Balance Sheet |  | September 30, 2024 |  | December 31, 2023 |  | September 30, 2024 |  | December 31, 2023
Accounts receivable, net |  | $ | 14 |  |  | $ | 19 |  |  | $ | 78 |  |  | $ | 23 |
Other current assets (1) |  | 17 |  |  | 19 |  |  | 116 |  |  | 43 |
Property, plant and equipment, net (2) |  | 156 |  |  | 97 |  |  | 84 |  |  | 72 |
Operating lease right-of-use assets |  | 2 |  |  | 2 |  |  | 3 |  |  | 2 |
Other assets (3) |  | — |  |  | — |  |  | 225 |  |  | 21 |
Other current liabilities |  | 5 |  |  | 9 |  |  | 10 |  |  | 6 |
Finance lease liabilities |  | 175 |  |  | 111 |  |  | 88 |  |  | 75 |
Operating lease liabilities |  | 2 |  |  | 2 |  |  | 3 |  |  | 2 |
Other liabilities (4) |  | 51 |  |  | 50 |  |  | — |  |  | — |
(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.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478156/740-323-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org/323/tableOfContent + Details
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