Stock-Based Compensation (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Outstanding Stock Options |
The following
table summarizes information about outstanding stock options as of
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Exercisable |
|
Range of
exercise prices
|
|
Number
of shares |
|
|
Weighted-
average
remaining
contractual
life (years) |
|
|
Weighted-
average
exercise
price |
|
|
Number
of shares |
|
|
Weighted-
average
exercise
price |
|
$0.06 to $41.93
|
|
|
40,197 |
|
|
|
2.72 |
|
|
$ |
30.71 |
|
|
|
32,563 |
|
|
$ |
30.82 |
|
$42.53 to $50.67
|
|
|
36,771 |
|
|
|
2.03 |
|
|
|
45.11 |
|
|
|
36,771 |
|
|
|
45.11 |
|
$52.85 to 57.42
|
|
|
36,026 |
|
|
|
0.63 |
|
|
|
53.48 |
|
|
|
36,026 |
|
|
|
53.48 |
|
$58.00 to $74.91
|
|
|
20,005 |
|
|
|
1.64 |
|
|
|
68.86 |
|
|
|
19,521 |
|
|
|
68.76 |
|
$75.38 to $75.38
|
|
|
57,937 |
|
|
|
1.00 |
|
|
|
75.38 |
|
|
|
57,937 |
|
|
|
75.38 |
|
$78.72 to $87.54
|
|
|
41,620 |
|
|
|
2.93 |
|
|
|
85.94 |
|
|
|
41,620 |
|
|
|
85.94 |
|
$89.63 to $94.98
|
|
|
37,152 |
|
|
|
4.41 |
|
|
|
93.80 |
|
|
|
37,152 |
|
|
|
93.80 |
|
$95.79 to
$112.41
|
|
|
26,821 |
|
|
|
2.09 |
|
|
|
102.20 |
|
|
|
26,821 |
|
|
|
102.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296,529 |
|
|
|
2.16 |
|
|
|
68.68 |
|
|
|
288,411 |
|
|
|
69.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Additional Disclosure for Stock Options |
The Company
provides the following additional disclosures for stock options as
of December 31 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Total fair value of stock
options vested
|
|
$ |
1,111 |
|
|
$ |
5,183 |
|
|
$ |
15,456 |
|
Total aggregate intrinsic
value of stock options exercised (1)
|
|
|
54,761 |
|
|
|
19,765 |
|
|
|
29,379 |
|
(1) |
The intrinsic value is
calculated as the difference between the market value of the stock
on the date of exercise and the exercise price of the
option. |
|
Activity of Restricted Shares, Vested |
The activity of
these restricted shares is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
outstanding |
|
|
Weighted-average
grant date fair
value per share |
|
Restricted shares
outstanding, December 31, 2009
|
|
|
116,500 |
|
|
$ |
66.09 |
|
Restricted shares released,
vested
|
|
|
(85,166 |
) |
|
|
65.54 |
|
|
|
|
|
|
|
|
|
|
Restricted shares
outstanding, December 31, 2010
|
|
|
31,334 |
|
|
|
72.30 |
|
Restricted shares released,
vested
|
|
|
(23,834 |
) |
|
|
68.67 |
|
|
|
|
|
|
|
|
|
|
Restricted shares
outstanding, December 31, 2011
|
|
|
7,500 |
|
|
|
83.84 |
|
Restricted shares released,
vested
|
|
|
(7,500 |
) |
|
|
83.84 |
|
|
|
|
|
|
|
|
|
|
Restricted shares
outstanding, December 31, 2012
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Summary of Restricted Stock Unit Activity |
The Company generally grants restricted stock
units that have a service condition only or have both a service and
performance condition. Each restricted stock unit is not considered
issued and outstanding and does not have voting rights until it is
converted into one share of the Company’s common stock upon
vesting. Restricted stock unit activity is summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
outstanding |
|
|
Weighted-
average
grant date
fair value
per share |
|
|
Weighted-
average
remaining
contractual
life (years) |
|
|
Aggregate
intrinsic
value (2)
(dollars in
thousands) |
|
Restricted stock units
outstanding at December 31, 2009
|
|
|
1,223,552 |
|
|
$ |
62.18 |
|
|
|
|
|
|
|
|
|
Restricted stock units
granted (1)
|
|
|
948,442 |
|
|
|
98.24 |
|
|
|
|
|
|
|
|
|
Restricted stock units
released, vested
|
|
|
(574,918 |
) |
|
|
68.70 |
|
|
|
|
|
|
|
|
|
Restricted stock units
canceled
|
|
|
(130,734 |
) |
|
|
87.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units
outstanding at December 31, 2010
|
|
|
1,466,342 |
|
|
|
80.68 |
|
|
|
|
|
|
|
|
|
Restricted stock units
granted
|
|
|
1,039,259 |
|
|
|
88.53 |
|
|
|
|
|
|
|
|
|
Restricted stock units
released, vested
|
|
|
(684,259 |
) |
|
|
79.88 |
|
|
|
|
|
|
|
|
|
Restricted stock units
canceled
|
|
|
(143,077 |
) |
|
|
86.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units
outstanding at December 31, 2011
|
|
|
1,678,265 |
|
|
|
85.37 |
|
|
|
|
|
|
|
|
|
Restricted stock units
granted
|
|
|
821,885 |
|
|
|
148.93 |
|
|
|
|
|
|
|
|
|
Restricted stock units
released, vested
|
|
|
(777,256 |
) |
|
|
88.44 |
|
|
|
|
|
|
|
|
|
Restricted stock units
canceled
|
|
|
(139,054 |
) |
|
|
103.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units
outstanding at December 31, 2012
|
|
|
1,583,840 |
|
|
|
115.22 |
|
|
|
1.17 |
|
|
$ |
326,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 98,509 restricted
stock units issued in connection with the Switch and Data
Acquisition (see Note 2, “Switch and Data
Acquisition”). |
(2) |
The intrinsic value is
calculated based on the market value of the stock as of
December 31, 2012. |
|
Disclosures for Employee Stock Purchase Plan |
The Company
provides the following disclosures for employee stock purchase plan
as of December 31 (dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Weighted average purchase
price per share
|
|
$ |
78.22 |
|
|
$ |
61.17 |
|
|
$ |
46.80 |
|
Weighted average grant-date
fair value per share of shares purchased
|
|
|
32.33 |
|
|
|
27.58 |
|
|
|
28.97 |
|
|
Assumptions in Computation of Fair Value |
The Company
uses the Black-Scholes option-pricing model to determine the fair
value of shares purchased under the 2004 Purchase Plan with the
following weighted average assumptions for the years ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Dividend yield
|
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Expected
volatility
|
|
|
46 |
% |
|
|
47 |
% |
|
|
51 |
% |
Risk-free interest
rate
|
|
|
0.40 |
% |
|
|
0.43 |
% |
|
|
1.48 |
% |
Expected life (in
years)
|
|
|
1.25 |
|
|
|
1.25 |
|
|
|
1.25 |
|
|
Stock-Based Compensation Expense Recognized in Company's Condensed Consolidated Statement of Operations |
The following
table presents, by operating expense, the Company’s
stock-based compensation expense recognized in the Company’s
consolidated statement of operations for the three years ended
December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Cost of revenues
|
|
$ |
6,218 |
|
|
$ |
5,569 |
|
|
$ |
5,836 |
|
Sales and
marketing
|
|
|
18,730 |
|
|
|
14,558 |
|
|
|
12,666 |
|
General and
administrative
|
|
|
58,920 |
|
|
|
51,010 |
|
|
|
48,741 |
|
Restructuring charges
(1)
|
|
|
— |
|
|
|
— |
|
|
|
1,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
83,868 |
|
|
$ |
71,137 |
|
|
$ |
68,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See note 17, “Switch
and Data Restructuring Charge”. |
|
Equinix Equity Awards [Member]
|
|
Assumptions in Computation of Fair Value |
The Company
used the Black-Scholes option-pricing model to determine the fair
value of stock options granted in connection with the Switch and
Data Acquisition with the following weighted average assumptions
for the year ended December 31, 2010:
|
|
|
|
|
Dividend yield
|
|
|
0 |
% |
Expected
volatility
|
|
|
37 |
% |
Risk-free interest
rate
|
|
|
1.11 |
% |
Expected life (in
years)
|
|
|
2.24 |
|
|
Summary of Stock Option Activity |
Stock option
activity under the Equity Compensation Plans is summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
outstanding |
|
|
Weighted-
average
exercise
price per
share |
|
|
Weighted-
average
remaining
contractual
life (years) |
|
|
Aggregate
intrinsic
value (2)
(dollars in
thousands) |
|
Stock options outstanding
at December 31, 2009
|
|
|
1,870,971 |
|
|
$ |
66.74 |
|
|
|
|
|
|
|
|
|
Stock options granted
(1)
|
|
|
476,943 |
|
|
|
55.98 |
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
|
|
(610,896 |
) |
|
|
49.31 |
|
|
|
|
|
|
|
|
|
Stock options
canceled
|
|
|
(267,652 |
) |
|
|
109.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding
at December 31, 2010
|
|
|
1,469,366 |
|
|
|
62.77 |
|
|
|
|
|
|
|
|
|
Stock options
granted
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
|
|
(478,832 |
) |
|
|
54.17 |
|
|
|
|
|
|
|
|
|
Stock options
canceled
|
|
|
(70,618 |
) |
|
|
92.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding
at December 31, 2011
|
|
|
919,916 |
|
|
|
64.96 |
|
|
|
|
|
|
|
|
|
Stock options
granted
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Stock options
exercised
|
|
|
(615,754 |
) |
|
|
63.19 |
|
|
|
|
|
|
|
|
|
Stock options
canceled
|
|
|
(7,633 |
) |
|
|
63.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding
at December 31, 2012
|
|
|
296,529 |
|
|
|
68.68 |
|
|
|
2.16 |
|
|
$ |
40,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options vested and
expected to vest at December 31, 2012 (3)
|
|
|
296,434 |
|
|
|
68.69 |
|
|
|
2.15 |
|
|
|
40,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options exercisable
at December 31, 2012
|
|
|
288,411 |
|
|
|
69.70 |
|
|
|
2.04 |
|
|
|
39,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Stock options issued in
connection with the Switch and Data Acquisition (see Note 2,
“Switch and Data Acquisition”). |
(2) |
The aggregate intrinsic
value is calculated as the difference between the market value of
the stock as of December 31, 2012 and the exercise price of
the option. |
(3) |
Includes pre-vesting
estimated forfeiture rate assumptions on stock options
outstanding. |
|
Stock-Based Compensation Expense Recognized in Company's Condensed Consolidated Statement of Operations |
The
Company’s stock-based compensation recognized in the
consolidated statement of operations was comprised of the following
types of equity awards for the years ended December 31 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Stock options
|
|
$ |
811 |
|
|
$ |
3,604 |
|
|
$ |
12,472 |
|
Restricted shares and
restricted stock units
|
|
|
74,836 |
|
|
|
61,865 |
|
|
|
50,827 |
|
Employee stock purchase
plans
|
|
|
8,221 |
|
|
|
5,668 |
|
|
|
5,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
83,868 |
|
|
$ |
71,137 |
|
|
$ |
68,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALOG Equity Awards [Member]
|
|
Assumptions in Computation of Fair Value |
The
weighted-average fair value per share of the 2012 ALOG Stock
Options on the date of the grant was approximately $0.19, which was
computed using the Black-Scholes model with assumptions as
follows:
|
|
|
|
|
Average exercise
price
|
|
$ |
0.28 |
|
Expected life
(years)
|
|
|
1.35 |
|
Dividend yield
|
|
|
0 |
% |
Volatility
|
|
|
44 |
% |
Risk-free interest
rate
|
|
|
7.3 |
% |
|