(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2016
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of incorporation)
One Federal Street, Boston, Massachusetts
(Address of principal executive offices)
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23-2588479
(I.R.S. Employer Identification No.)
02110
(Zip Code)
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617-535-4766
(Registrant's telephone number, including area code)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $.01 par value per share
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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PART I
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•
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our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
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•
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the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies;
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changes in customer preferences and demand for our storage and information management services;
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the cost to comply with current and future laws, regulations and customer demands relating to privacy issues, as well as fire and safety standards;
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the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information;
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•
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changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;
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•
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changes in the political and economic environments in the countries in which our international subsidiaries operate;
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•
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our ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently;
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•
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changes in the amount of our capital expenditures;
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•
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changes in the cost of our debt;
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•
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the impact of alternative, more attractive investments on dividends;
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•
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the cost or potential liabilities associated with real estate necessary for our business;
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•
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the performance of business partners upon whom we depend for technical assistance or management expertise outside the United States; and
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•
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other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated.
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•
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Recurring Revenues.
We derive a majority of our consolidated revenues from fixed periodic, usually monthly, storage rental fees charged to customers based on the volume of their records stored. Once a customer places physical records in storage with us, and until those records are destroyed or permanently removed (for which we typically receive a service fee), we receive recurring payments for storage rental without incurring additional labor or marketing expenses or significant capital costs. Similarly, contracts for the storage of electronic backup media involve primarily fixed monthly rental payments. This stable and growing storage rental revenue base also provides the foundation for increases in service revenues and profitability.
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•
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Historically Non-Cyclical Storage Rental Business.
Historically, we have not experienced significant reductions in our storage rental business as a result of economic downturns. We believe the durability of our storage rental business is driven by a number of factors, including the trend toward increased records retention, albeit at a lower rate of growth, as well as customer satisfaction with our services and contractual net price increases. The absolute number of new document storage cartons from our existing customers has been consistent in the past five years, and we anticipate this level will be sustained, although the rate of growth is slightly declining, given the continued growth in the total records volume. Total net volume growth, including acquisitions, was approximately 4%, 2% and 26% on a global basis for 2014, 2015 and 2016, respectively. The total net volume growth in 2016 was primarily driven by the impact of the Recall Transaction.
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•
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Diversified and Stable Customer Base.
As of December 31, 2016, we had more than 230,000 customers in a variety of industries in 45 countries around the world. We currently provide storage and information management services to commercial, legal, financial, healthcare, insurance, life sciences, energy, businesses services, entertainment and government organizations, including approximately 95% of the Fortune 1000. No single customer accounted for more than 1% of our consolidated revenues in any of the years ended December 31, 2014, 2015 and 2016. For each of the three years 2014 through 2016, the average annual volume reduction due to customers terminating their relationship with us was approximately 2%.
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•
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Capital Allocation.
All the characteristics of our business noted above support the durability of our cash flows, which in turn support our dividends and a portion of our investments. Absent a large acquisition or significant investments in real estate, we typically generate cash flows to support our dividends, maintain our operations and infrastructure and invest in core growth opportunities. We plan on funding acquisitions, ABO investments and real estate investments primarily through incremental borrowings, proceeds from real estate sales and/or proceeds from the issuance of debt or equity securities, dependent on market conditions. Below are descriptions of the major types of investments and other capital expenditures that we have made in recent years or that we are likely to consider in 2017:
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Real estate assets that support core business growth
primarily related to investments in land, buildings, building improvements, leasehold improvements and racking structures that expand our revenue capacity in existing or new geographies, replace a long-term operational obligation or create operational efficiencies, or Real Estate Investment.
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Real estate assets necessary to maintain ongoing business operations primarily related to the repair or replacement of real estate assets such as buildings, building improvements, leasehold improvements and racking structures, or Real Estate Maintenance.
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Non-real estate assets that either (i) support the growth of our business, and/or increase our profitability, such as customer-inventory technology systems, and technology service storage and processing capacity, or (ii) are directly related to the development of core products or services in support of our integrated value proposition and enhance our leadership position in the industry, including items such as increased feature functionality, security upgrades or system enhancements, or Non-Real Estate Investment.
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Non-real estate assets necessary to maintain ongoing business operations primarily related to the repair or replacement of customer-facing assets such as containers and shred bins, warehouse equipment, fixtures, computer hardware, or third-party or internally-developed software assets. This category also includes operational support initiatives such as sales and marketing and information technology projects to support infrastructure requirements, or Non-Real Estate Maintenance.
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Year Ended December 31,
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Nature of Capital Spend (in thousands)
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2014
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2015
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2016
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Real Estate:
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Investment
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$
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199,663
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$
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170,742
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$
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203,778
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Maintenance
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57,574
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52,826
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63,543
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Total Real Estate Capital Spend
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257,237
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223,568
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267,321
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Non-Real Estate:
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Investment
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55,991
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47,964
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50,954
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Maintenance
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19,527
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23,396
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20,799
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Total Non-Real Estate Capital Spend
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75,518
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71,360
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71,753
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Total Capital Spend (on accrual basis)
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332,755
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294,928
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339,074
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Net (decrease)/increase in prepaid capital expenditures
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(2,455
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)
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(362
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)
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374
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Net decrease/(increase) accrued capital expenditures
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31,624
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(4,317
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)
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(10,845
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)
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Total Capital Spend (on cash basis)
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$
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361,924
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$
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290,249
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$
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328,603
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•
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we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
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we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate tax rates; and
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we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify as a REIT.
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the impact of foreign government regulations and United States regulations that apply to us wherever we operate; in particular, we are subject to United States and foreign anticorruption laws, such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and, although we have implemented internal controls, policies and procedures and training to deter prohibited practices, our employees, partners, contractors or agents may violate or circumvent such policies and the law;
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the volatility of certain foreign economies in which we operate;
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political uncertainties and changes in the global political climate which may impose restrictions on global operations;
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unforeseen liabilities, particularly within acquired businesses;
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costs and difficulties associated with managing international operations of varying sizes and scale;
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the risk that business partners upon whom we depend for technical assistance or management and acquisition expertise in some markets outside of the United States will not perform as expected;
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difficulties attracting and retaining local management and key employees to operate our business in certain countries;
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•
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cultural differences and differences in business practices and operating standards; and
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•
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foreign currency fluctuations.
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•
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acquisition and occupancy costs that make it difficult to meet anticipated margins and difficulty locating suitable facilities due to a relatively small number of available buildings having the desired characteristics in some real estate markets;
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uninsured losses or damage to our storage facilities due to an inability to obtain full coverage on a cost-effective basis for some casualties, such as fires, earthquakes, or any coverage for certain losses, such as losses from riots or terrorist activities;
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inability to use our real estate holdings effectively and costs associated with vacating or consolidating facilities if the demand for physical storage were to diminish; and
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liability under environmental laws for the costs of investigation and cleanup of contaminated real estate owned or leased by us, whether or not (i) we know of, or were responsible for, the contamination, or (ii) the contamination occurred while we owned or leased the property.
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•
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inability to satisfy our obligations with respect to our various debt instruments;
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•
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inability to adjust to adverse economic conditions;
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•
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inability to fund future working capital, capital expenditures, and other general corporate requirements, including possible required repurchases of our various indebtedness;
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inability to pursue strategic opportunities, including acquisitions and expansion into adjacent businesses;
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•
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limits on our distributions to stockholders; in this regard if these limits prevented us from satisfying our REIT distribution requirements, we could fail to remain qualified for taxation as a REIT or, if these limits do not jeopardize our qualification for taxation as a REIT but do nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts;
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•
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limits on our flexibility in planning for, or reacting to, changes in our business and the information management services industry;
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limits on future borrowings under our existing or future credit arrangements, which could affect our ability to pay our indebtedness or to fund our other liquidity needs;
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•
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inability to generate sufficient funds to cover required interest payments; and
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•
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restrictions on our ability to refinance our indebtedness on commercially reasonable terms.
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•
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incur additional indebtedness;
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•
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pay dividends or make other restricted payments;
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•
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make asset dispositions;
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create or permit liens; and
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•
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make acquisitions and other investments.
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•
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challenges and difficulties associated with managing our larger, more complex, company;
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•
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conforming standards, controls, procedures and policies, business cultures and compensation structures between the two businesses;
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consolidating corporate and administrative infrastructures;
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coordinating geographically dispersed organizations; and
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performance shortfalls as a result of the diversion of management's attention caused by integrating the entities' operations.
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identify suitable companies to acquire or invest in;
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complete acquisitions on satisfactory terms;
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successfully expand our infrastructure and sales force to support growth;
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achieve satisfactory returns on acquired companies, particularly in countries where we do not currently operate;
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incur additional debt necessary to acquire suitable companies if we are unable to pay the purchase price out of working capital, common stock or other equity securities; or
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•
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enter into successful business arrangements for technical assistance or management expertise outside of the United States.
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Leased
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Owned
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Total
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Country/State
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Number
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Square Feet
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Number
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Square Feet
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Number
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Square Feet
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North America
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United States (Including Puerto Rico)
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Alabama
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4
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323,473
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1
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12,621
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5
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336,094
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Arizona
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12
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555,701
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4
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239,110
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16
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794,811
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Arkansas
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2
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63,604
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—
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—
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2
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63,604
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California
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61
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4,234,220
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15
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1,964,572
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76
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6,198,792
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Colorado
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12
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544,731
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5
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338,009
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17
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882,740
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Connecticut
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6
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252,474
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6
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665,013
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12
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917,487
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Delaware
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5
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310,236
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1
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120,921
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6
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431,157
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District of Columbia
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1
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40,812
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—
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—
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1
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40,812
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Florida
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35
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2,460,808
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4
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194,090
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39
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2,654,898
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Georgia
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17
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1,259,276
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4
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229,719
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21
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1,488,995
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Illinois
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19
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1,457,324
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7
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1,309,975
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26
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2,767,299
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Indiana
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5
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213,010
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1
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131,506
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6
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344,516
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Iowa
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2
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145,138
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1
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14,200
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3
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159,338
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Kansas
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2
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141,600
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—
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—
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2
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141,600
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Kentucky
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2
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64,000
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4
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418,760
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6
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482,760
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Louisiana
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3
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210,350
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2
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214,625
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5
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424,975
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Maine
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—
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—
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|
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1
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|
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95,000
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|
1
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95,000
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Maryland
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17
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1,670,431
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3
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327,258
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20
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|
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1,997,689
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Massachusetts (including Corporate Headquarters)
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8
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|
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598,281
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8
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|
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1,173,503
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16
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|
|
1,771,784
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Michigan
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16
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|
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864,883
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6
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345,736
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22
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|
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1,210,619
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Minnesota
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15
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1,055,935
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|
|
—
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—
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15
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1,055,935
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Mississippi
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2
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|
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157,386
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|
—
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—
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2
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157,386
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Missouri
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11
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1,036,323
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4
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373,120
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15
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1,409,443
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Nebraska
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1
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34,560
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|
3
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|
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316,970
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|
4
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351,530
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Nevada
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7
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|
|
276,520
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|
1
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|
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107,041
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|
|
8
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|
383,561
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New Hampshire
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—
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|
|
—
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|
|
1
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|
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146,467
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|
|
1
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|
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146,467
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New Jersey
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35
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|
|
2,875,561
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|
10
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|
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2,099,003
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|
45
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|
|
4,974,564
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New Mexico
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1
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|
|
22,500
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|
|
2
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|
|
109,473
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|
|
3
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|
|
131,973
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|
New York
|
20
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|
|
1,001,046
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|
|
13
|
|
|
1,186,266
|
|
|
33
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|
|
2,187,312
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North Carolina
|
22
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|
|
1,124,393
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|
|
2
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|
|
53,624
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|
|
24
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|
|
1,178,017
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|
North Dakota
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1
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|
|
5,361
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|
|
—
|
|
|
—
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|
|
1
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|
|
5,361
|
|
Ohio
|
12
|
|
|
763,405
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|
|
7
|
|
|
660,778
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|
|
19
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|
|
1,424,183
|
|
Oklahoma
|
5
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|
|
255,753
|
|
|
3
|
|
|
145,000
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|
|
8
|
|
|
400,753
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|
Oregon
|
11
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|
|
396,984
|
|
|
1
|
|
|
55,621
|
|
|
12
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|
|
452,605
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|
Pennsylvania
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24
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|
|
1,854,685
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|
|
8
|
|
|
2,577,883
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|
|
32
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|
|
4,432,568
|
|
Puerto Rico
|
3
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|
|
178,449
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|
|
1
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|
|
54,352
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|
|
4
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|
|
232,801
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|
Rhode Island
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1
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|
|
70,159
|
|
|
1
|
|
|
12,748
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|
|
2
|
|
|
82,907
|
|
South Carolina
|
8
|
|
|
508,035
|
|
|
2
|
|
|
214,238
|
|
|
10
|
|
|
722,273
|
|
Tennessee
|
4
|
|
|
166,993
|
|
|
5
|
|
|
153,659
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|
|
9
|
|
|
320,652
|
|
Texas
|
49
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|
|
2,423,861
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|
|
29
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|
|
2,395,607
|
|
|
78
|
|
|
4,819,468
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|
Utah
|
2
|
|
|
78,148
|
|
|
1
|
|
|
90,553
|
|
|
3
|
|
|
168,701
|
|
Vermont
|
2
|
|
|
55,200
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,200
|
|
Virginia
|
14
|
|
|
581,390
|
|
|
7
|
|
|
605,566
|
|
|
21
|
|
|
1,186,956
|
|
Washington
|
8
|
|
|
342,275
|
|
|
6
|
|
|
472,896
|
|
|
14
|
|
|
815,171
|
|
West Virginia
|
3
|
|
|
234,902
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
234,902
|
|
Wisconsin
|
6
|
|
|
306,395
|
|
|
1
|
|
|
10,655
|
|
|
7
|
|
|
317,050
|
|
|
496
|
|
|
31,216,571
|
|
|
181
|
|
|
19,636,138
|
|
|
677
|
|
|
50,852,709
|
|
Canada
|
60
|
|
|
3,524,875
|
|
|
15
|
|
|
1,722,991
|
|
|
75
|
|
|
5,247,866
|
|
|
556
|
|
|
34,741,446
|
|
|
196
|
|
|
21,359,129
|
|
|
752
|
|
|
56,100,575
|
|
|
Leased
|
|
Owned
|
|
Total
|
||||||||||||
Country/State
|
Number
|
|
Square Feet
|
|
Number
|
|
Square Feet
|
|
Number
|
|
Square Feet
|
||||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
2
|
|
|
90,581
|
|
|
5
|
|
|
469,748
|
|
|
7
|
|
|
560,329
|
|
Australia
|
55
|
|
|
3,271,565
|
|
|
2
|
|
|
33,845
|
|
|
57
|
|
|
3,305,410
|
|
Austria
|
1
|
|
|
3,300
|
|
|
1
|
|
|
30,000
|
|
|
2
|
|
|
33,300
|
|
Belgium
|
4
|
|
|
145,929
|
|
|
1
|
|
|
104,391
|
|
|
5
|
|
|
250,320
|
|
Brazil
|
47
|
|
|
3,072,026
|
|
|
7
|
|
|
324,655
|
|
|
54
|
|
|
3,396,681
|
|
Chile
|
11
|
|
|
420,084
|
|
|
6
|
|
|
232,314
|
|
|
17
|
|
|
652,398
|
|
China (including Taiwan)
|
27
|
|
|
363,649
|
|
|
1
|
|
|
20,518
|
|
|
28
|
|
|
384,167
|
|
Columbia
|
20
|
|
|
602,678
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
602,678
|
|
Czech Republic
|
10
|
|
|
230,422
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
230,422
|
|
Denmark
|
4
|
|
|
179,865
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
179,865
|
|
England
|
48
|
|
|
2,245,985
|
|
|
26
|
|
|
1,525,848
|
|
|
74
|
|
|
3,771,833
|
|
Estonia
|
1
|
|
|
38,861
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
38,861
|
|
Finland
|
3
|
|
|
85,280
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
85,280
|
|
France
|
31
|
|
|
2,083,140
|
|
|
12
|
|
|
936,486
|
|
|
43
|
|
|
3,019,626
|
|
Germany
|
17
|
|
|
757,328
|
|
|
2
|
|
|
93,226
|
|
|
19
|
|
|
850,554
|
|
Greece
|
3
|
|
|
79,327
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
79,327
|
|
Hong Kong
|
8
|
|
|
805,839
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
805,839
|
|
Hungary
|
7
|
|
|
350,898
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
350,898
|
|
India
|
89
|
|
|
1,859,151
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
1,859,151
|
|
Ireland
|
6
|
|
|
50,908
|
|
|
3
|
|
|
158,558
|
|
|
9
|
|
|
209,466
|
|
Latvia
|
1
|
|
|
15,145
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
15,145
|
|
Lithuania
|
3
|
|
|
67,487
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
67,487
|
|
Malaysia
|
8
|
|
|
365,740
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
365,740
|
|
Mexico
|
12
|
|
|
502,010
|
|
|
8
|
|
|
585,931
|
|
|
20
|
|
|
1,087,941
|
|
The Netherlands
|
4
|
|
|
331,186
|
|
|
3
|
|
|
102,199
|
|
|
7
|
|
|
433,385
|
|
New Zealand
|
6
|
|
|
413,959
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
413,959
|
|
Northern Ireland
|
2
|
|
|
55,310
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,310
|
|
Norway
|
5
|
|
|
199,219
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
199,219
|
|
Peru
|
—
|
|
|
—
|
|
|
10
|
|
|
301,781
|
|
|
10
|
|
|
301,781
|
|
Poland
|
23
|
|
|
802,462
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
802,462
|
|
Romania
|
10
|
|
|
394,462
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
394,462
|
|
Russia
|
22
|
|
|
611,610
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
611,610
|
|
Scotland
|
7
|
|
|
191,298
|
|
|
4
|
|
|
375,294
|
|
|
11
|
|
|
566,592
|
|
Serbia
|
1
|
|
|
32,401
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
32,401
|
|
Singapore
|
6
|
|
|
304,588
|
|
|
2
|
|
|
274,100
|
|
|
8
|
|
|
578,688
|
|
Slovakia
|
5
|
|
|
124,816
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
124,816
|
|
South Africa
|
10
|
|
|
333,778
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
333,778
|
|
Spain
|
37
|
|
|
837,625
|
|
|
6
|
|
|
203,000
|
|
|
43
|
|
|
1,040,625
|
|
Sweden
|
7
|
|
|
828,176
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
828,176
|
|
Switzerland
|
14
|
|
|
310,560
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
310,560
|
|
Thailand
|
1
|
|
|
91,191
|
|
|
2
|
|
|
105,487
|
|
|
3
|
|
|
196,678
|
|
Turkey
|
8
|
|
|
552,560
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
552,560
|
|
Ukraine
|
4
|
|
|
115,624
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
115,624
|
|
|
590
|
|
|
24,218,023
|
|
|
101
|
|
|
5,877,381
|
|
|
691
|
|
|
30,095,404
|
|
Total
|
1,146
|
|
|
58,959,469
|
|
|
297
|
|
|
27,236,510
|
|
|
1,443
|
|
|
86,195,979
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total
Amount
(in thousands)
|
|
Payment Date
|
||||
February 19, 2015
|
|
$
|
0.4750
|
|
|
March 6, 2015
|
|
$
|
99,795
|
|
|
March 20, 2015
|
May 28, 2015
|
|
0.4750
|
|
|
June 12, 2015
|
|
100,119
|
|
|
June 26, 2015
|
||
August 27, 2015
|
|
0.4750
|
|
|
September 11, 2015
|
|
100,213
|
|
|
September 30, 2015
|
||
October 29, 2015
|
|
0.4850
|
|
|
December 1, 2015
|
|
102,438
|
|
|
December 15, 2015
|
||
February 17, 2016
|
|
0.4850
|
|
|
March 7, 2016
|
|
102,651
|
|
|
March 21, 2016
|
||
May 25, 2016
|
|
0.4850
|
|
|
June 6, 2016
|
|
127,469
|
|
|
June 24, 2016
|
||
July 27, 2016
|
|
0.4850
|
|
|
September 12, 2016
|
|
127,737
|
|
|
September 30, 2016
|
||
October 31, 2016
|
|
0.5500
|
|
|
December 15, 2016
|
|
145,006
|
|
|
December 30, 2016
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2015
|
|
2016
|
|||
Nonqualified ordinary dividends
|
26.4
|
%
|
|
49.3
|
%
|
|
45.5
|
%
|
Qualified ordinary dividends
|
56.4
|
%
|
|
39.1
|
%
|
|
21.0
|
%
|
Return of capital
|
17.2
|
%
|
|
11.6
|
%
|
|
33.5
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
1,733,138
|
|
|
$
|
1,784,721
|
|
|
$
|
1,860,243
|
|
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
Service
|
1,270,817
|
|
|
1,239,902
|
|
|
1,257,450
|
|
|
1,170,079
|
|
|
1,368,548
|
|
|||||
Total Revenues
|
3,003,955
|
|
|
3,024,623
|
|
|
3,117,693
|
|
|
3,007,976
|
|
|
3,511,453
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
1,277,113
|
|
|
1,288,878
|
|
|
1,344,636
|
|
|
1,290,025
|
|
|
1,567,777
|
|
|||||
Selling, general and administrative
|
850,371
|
|
|
924,031
|
|
|
869,572
|
|
|
844,960
|
|
|
988,332
|
|
|||||
Depreciation and amortization
|
316,344
|
|
|
322,037
|
|
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|||||
Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
4,661
|
|
|
430
|
|
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|||||
Total Operating Expenses
|
2,448,489
|
|
|
2,535,376
|
|
|
2,568,416
|
|
|
2,483,449
|
|
|
3,009,847
|
|
|||||
Operating Income
|
555,466
|
|
|
489,247
|
|
|
549,277
|
|
|
524,527
|
|
|
501,606
|
|
|||||
Interest Expense, Net
|
242,599
|
|
|
254,174
|
|
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|||||
Other Expense, Net
|
16,062
|
|
|
75,202
|
|
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|||||
Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
296,805
|
|
|
159,871
|
|
|
223,373
|
|
|
162,066
|
|
|
146,644
|
|
|||||
Provision (Benefit) for Income Taxes
|
114,304
|
|
|
62,127
|
|
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
(206
|
)
|
|
(1,417
|
)
|
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|||||
Income from Continuing Operations
|
182,707
|
|
|
99,161
|
|
|
328,955
|
|
|
125,203
|
|
|
103,880
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
(6,774
|
)
|
|
831
|
|
|
(209
|
)
|
|
—
|
|
|
3,353
|
|
|||||
(Loss) Gain on Sale of Discontinued Operations, Net of Tax
|
(1,885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income
|
174,048
|
|
|
99,992
|
|
|
328,746
|
|
|
125,203
|
|
|
107,233
|
|
|||||
Less: Net Income Attributable to Noncontrolling Interests
|
3,126
|
|
|
3,530
|
|
|
2,627
|
|
|
1,962
|
|
|
2,409
|
|
|||||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
170,922
|
|
|
$
|
96,462
|
|
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
104,824
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
||||||||||
|
|
|
(In thousands, except per share data)
|
|
|
||||||||||||||
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
1.05
|
|
|
$
|
0.52
|
|
|
$
|
1.68
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
Total (Loss) Income from Discontinued Operations
|
$
|
(0.05
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
0.98
|
|
|
$
|
0.51
|
|
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
1.04
|
|
|
$
|
0.52
|
|
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
Total (Loss) Income from Discontinued Operations
|
$
|
(0.05
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
0.98
|
|
|
$
|
0.50
|
|
|
$
|
1.66
|
|
|
$
|
0.58
|
|
|
$
|
0.42
|
|
Weighted Average Common Shares Outstanding—Basic
|
173,604
|
|
|
190,994
|
|
|
195,278
|
|
|
210,764
|
|
|
246,178
|
|
|||||
Weighted Average Common Shares Outstanding—Diluted
|
174,867
|
|
|
192,412
|
|
|
196,749
|
|
|
212,118
|
|
|
247,267
|
|
|||||
Dividends Declared per Common Share
|
$
|
5.1200
|
|
|
$
|
1.0800
|
|
|
$
|
5.3713
|
|
|
$
|
1.9100
|
|
|
$
|
2.0427
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA(2)
|
$
|
910,917
|
|
|
$
|
894,581
|
|
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
Adjusted EBITDA Margin(2)
|
30.3
|
%
|
|
29.6
|
%
|
|
29.7
|
%
|
|
30.6
|
%
|
|
31.0
|
%
|
|||||
Ratio of Earnings to Fixed Charges
|
1.9x
|
|
|
1.5x
|
|
|
1.7x
|
|
|
1.5x
|
|
|
1.4x
|
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and Cash Equivalents
|
$
|
243,415
|
|
|
$
|
120,526
|
|
|
$
|
125,933
|
|
|
$
|
128,381
|
|
|
$
|
236,484
|
|
Total Assets
|
6,314,489
|
|
|
6,607,398
|
|
|
6,523,265
|
|
|
6,350,587
|
|
|
9,486,800
|
|
|||||
Total Long-Term Debt (including Current Portion of Long-Term Debt)
|
3,781,153
|
|
|
4,126,115
|
|
|
4,616,454
|
|
|
4,845,678
|
|
|
6,251,181
|
|
|||||
Redeemable Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,697
|
|
|||||
Total Equity
|
1,157,148
|
|
|
1,051,734
|
|
|
869,955
|
|
|
528,607
|
|
|
1,936,671
|
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our financial results as of and for the year ended December 31, 2016 include the results of Recall from May 2, 2016.
|
(2)
|
For definitions of Adjusted EBITDA and Adjusted EBIDTA Margin, a reconciliation of Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures" of this Annual Report.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
2,247
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
$
|
1,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
North American Data Management Business
|
340
|
|
|
—
|
|
|
—
|
|
|||
Western European Business
|
33
|
|
|
—
|
|
|
—
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
1,542
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
—
|
|
|
10,167
|
|
|
6,007
|
|
|||
Total
|
$
|
—
|
|
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
$
|
—
|
|
|
$
|
5,403
|
|
|
$
|
2,329
|
|
North American Data Management Business
|
—
|
|
|
241
|
|
|
395
|
|
|||
Western European Business
|
—
|
|
|
1,537
|
|
|
204
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
—
|
|
|
2,986
|
|
|
3,079
|
|
|||
Total
|
$
|
—
|
|
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
Average Exchange
Rates for the
Year Ended
December 31,
|
|
|||||||
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
||||||||
|
2015
|
|
2016
|
||||||
Australian dollar
|
$
|
0.753
|
|
|
$
|
0.744
|
|
(1.2
|
)%
|
Brazilian real
|
$
|
0.305
|
|
|
$
|
0.288
|
|
(5.6
|
)%
|
British pound sterling
|
$
|
1.529
|
|
|
$
|
1.356
|
|
(11.3
|
)%
|
Canadian dollar
|
$
|
0.784
|
|
|
$
|
0.755
|
|
(3.7
|
)%
|
Euro
|
$
|
1.110
|
|
|
$
|
1.107
|
|
(0.3
|
)%
|
|
Average Exchange
Rates for the
Year Ended
December 31,
|
|
|||||||
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
||||||||
|
2014
|
|
2015
|
||||||
Australian dollar
|
$
|
0.902
|
|
|
$
|
0.753
|
|
(16.5
|
)%
|
Brazilian real
|
$
|
0.426
|
|
|
$
|
0.305
|
|
(28.4
|
)%
|
British pound sterling
|
$
|
1.648
|
|
|
$
|
1.529
|
|
(7.2
|
)%
|
Canadian dollar
|
$
|
0.906
|
|
|
$
|
0.784
|
|
(13.5
|
)%
|
Euro
|
$
|
1.329
|
|
|
$
|
1.110
|
|
(16.5
|
)%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Income (Loss) from Continuing Operations
|
$
|
182,707
|
|
|
$
|
99,161
|
|
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
103,880
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on Sale of Real Estate, Net of Tax
|
(206
|
)
|
|
(1,417
|
)
|
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|||||
Provision (Benefit) for Income Taxes
|
114,304
|
|
|
62,127
|
|
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|||||
Other Expense, Net
|
16,062
|
|
|
75,202
|
|
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|||||
Interest Expense, Net
|
242,599
|
|
|
254,174
|
|
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
4,661
|
|
|
430
|
|
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|||||
Depreciation and Amortization
|
316,344
|
|
|
322,037
|
|
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|||||
Recall Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|||||
REIT Costs(1)
|
34,446
|
|
|
82,867
|
|
|
22,312
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
910,917
|
|
|
$
|
894,581
|
|
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
(1)
|
Includes costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 ("REIT Costs").
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
1.04
|
|
|
$
|
0.52
|
|
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||||
Other Expense, Net
|
0.09
|
|
|
0.39
|
|
|
0.33
|
|
|
0.46
|
|
|
0.18
|
|
|||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
0.03
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Recall Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|
0.53
|
|
|||||
REIT Costs
|
0.20
|
|
|
0.43
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|||||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
0.35
|
|
|
0.07
|
|
|
(0.72
|
)
|
|
(0.07
|
)
|
|
(0.06
|
)
|
|||||
Adjusted EPS—Fully Diluted from Continuing Operations(2)
|
$
|
1.71
|
|
|
$
|
1.40
|
|
|
$
|
1.36
|
|
|
$
|
1.21
|
|
|
$
|
1.07
|
|
(1)
|
The difference between our effective tax rate and our structural tax rate (or adjusted effective tax rate) for the years ended December 31, 2012, 2013, 2014, 2015 and 2016 is primarily due to (i) the reconciling items above, which impact our reported income (loss) from continuing operations before (benefit) provision for income taxes but have an insignificant impact on our reported (benefit) provision for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the years ended December 31, 2012, 2013, 2014, 2015 and 2016 was 15.0%, 15.0%, 14.4%, 16.8% and 18.5%, respectively.
|
(2)
|
Columns may not foot due to rounding.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Net Income (Loss)
|
$
|
328,746
|
|
|
$
|
125,203
|
|
|
$
|
107,233
|
|
Add/(Deduct):
|
|
|
|
|
|
||||||
Real Estate Depreciation(1)
|
184,170
|
|
|
178,800
|
|
|
226,258
|
|
|||
Gain on Sale of Real Estate, Net of Tax(2)
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|||
FFO (NAREIT)
|
504,609
|
|
|
303,153
|
|
|
331,311
|
|
|||
Add/(Deduct):
|
|
|
|
|
|
||||||
Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|||
Other Expense, Net(3)
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|||
Deferred Income Taxes and REIT Tax Adjustments(4)
|
(144,154
|
)
|
|
(5,513
|
)
|
|
(31,944
|
)
|
|||
Recall Costs
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|||
REIT Costs
|
22,312
|
|
|
—
|
|
|
—
|
|
|||
Loss (Income) from Discontinued Operations, Net of Tax(5)
|
209
|
|
|
—
|
|
|
(3,353
|
)
|
|||
FFO (Normalized)
|
$
|
449,228
|
|
|
$
|
446,244
|
|
|
$
|
473,670
|
|
(1)
|
Includes depreciation expense related to real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking).
|
(2)
|
Net of tax provision of $2.2 million, $0.2 million and $0.1 million for the years ended December 31, 2014, 2015 and
2016
, respectively.
|
(3)
|
Includes foreign currency transaction losses, net of $58.3 million, $70.9 million and
$20.4 million
in the years ended December 31, 2014, 2015 and
2016
, respectively.
|
(4)
|
REIT tax adjustments primarily include the impact of the repatriation of foreign earnings and accounting method changes related to our REIT conversion (including the impact of amended tax returns).
|
(5)
|
Net of tax provision of $0.0 million, $0.0 million and $0.8 million for the years ended December 31, 2014, 2015 and
2016
, respectively.
|
•
|
A significant decrease in the market price of an asset;
|
•
|
A significant change in the extent or manner in which a long-lived asset is being used or in its physical condition;
|
•
|
A significant adverse change in legal factors or in the business climate that could affect the value of the asset;
|
•
|
An accumulation of costs significantly greater than the amount originally expected for the acquisition or construction of an asset;
|
•
|
A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and
|
•
|
A current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
Dollar
Change
|
|
Percentage
Change
|
|||||||||||
|
2015
|
|
2016
|
|
||||||||||
Revenues
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
|
$
|
503,477
|
|
|
16.7
|
%
|
Operating Expenses
|
2,483,449
|
|
|
3,009,847
|
|
|
526,398
|
|
|
21.2
|
%
|
|||
Operating Income
|
524,527
|
|
|
501,606
|
|
|
(22,921
|
)
|
|
(4.4
|
)%
|
|||
Other Expenses, Net
|
399,324
|
|
|
397,726
|
|
|
(1,598
|
)
|
|
(0.4
|
)%
|
|||
Income from Continuing Operations
|
125,203
|
|
|
103,880
|
|
|
(21,323
|
)
|
|
(17.0
|
)%
|
|||
Income from Discontinued Operations, Net of Tax
|
—
|
|
|
3,353
|
|
|
3,353
|
|
|
100.0
|
%
|
|||
Net Income
|
125,203
|
|
|
107,233
|
|
|
(17,970
|
)
|
|
(14.4
|
)%
|
|||
Net Income Attributable to Noncontrolling Interests
|
1,962
|
|
|
2,409
|
|
|
447
|
|
|
22.8
|
%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
$
|
(18,417
|
)
|
|
(14.9
|
)%
|
Adjusted EBITDA(1)
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
167,283
|
|
|
18.2
|
%
|
Adjusted EBITDA Margin(1)
|
30.6
|
%
|
|
31.0
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
Dollar
Change
|
|
Percentage
Change
|
|||||||||||
|
2014
|
|
2015
|
|
||||||||||
Revenues
|
$
|
3,117,693
|
|
|
$
|
3,007,976
|
|
|
$
|
(109,717
|
)
|
|
(3.5
|
)%
|
Operating Expenses
|
2,568,416
|
|
|
2,483,449
|
|
|
(84,967
|
)
|
|
(3.3
|
)%
|
|||
Operating Income
|
549,277
|
|
|
524,527
|
|
|
(24,750
|
)
|
|
(4.5
|
)%
|
|||
Other Expenses, Net
|
220,322
|
|
|
399,324
|
|
|
179,002
|
|
|
81.2
|
%
|
|||
Income from Continuing Operations
|
328,955
|
|
|
125,203
|
|
|
(203,752
|
)
|
|
(61.9
|
)%
|
|||
Loss from Discontinued Operations, Net of Tax
|
(209
|
)
|
|
—
|
|
|
209
|
|
|
(100.0
|
)%
|
|||
Net Income
|
328,746
|
|
|
125,203
|
|
|
(203,543
|
)
|
|
(61.9
|
)%
|
|||
Net Income Attributable to Noncontrolling Interests
|
2,627
|
|
|
1,962
|
|
|
(665
|
)
|
|
(25.3
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
(202,878
|
)
|
|
(62.2
|
)%
|
Adjusted EBITDA(1)
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
(5,792
|
)
|
|
(0.6
|
)%
|
Adjusted EBITDA Margin(1)
|
29.7
|
%
|
|
30.6
|
%
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definition, reconciliation and a discussion of why we believe these measures provide relevant and useful information to our current and potential investors.
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
|||||||||||||
|
2015
|
|
2016
|
|
|
|||||||||||||||
Storage Rental
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
|
$
|
305,008
|
|
|
16.6
|
%
|
|
19.1
|
%
|
|
2.3
|
%
|
Service
|
1,170,079
|
|
|
1,368,548
|
|
|
198,469
|
|
|
17.0
|
%
|
|
19.9
|
%
|
|
(0.6
|
)%
|
|||
Total Revenues
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
|
$
|
503,477
|
|
|
16.7
|
%
|
|
19.4
|
%
|
|
1.2
|
%
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
|||||||||||||
|
2014
|
|
2015
|
|
|
|||||||||||||||
Storage Rental
|
$
|
1,860,243
|
|
|
$
|
1,837,897
|
|
|
$
|
(22,346
|
)
|
|
(1.2
|
)%
|
|
4.0
|
%
|
|
2.7
|
%
|
Service
|
1,257,450
|
|
|
1,170,079
|
|
|
(87,371
|
)
|
|
(6.9
|
)%
|
|
(0.9
|
)%
|
|
(0.4
|
)%
|
|||
Total Revenues
|
$
|
3,117,693
|
|
|
$
|
3,007,976
|
|
|
$
|
(109,717
|
)
|
|
(3.5
|
)%
|
|
2.1
|
%
|
|
1.5
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the
2015
results at the
2016
average exchange rates and the
2014
results at the
2015
average exchange rates.
|
(2)
|
Our internal revenue growth rate, which is a non-GAAP measure, represents the weighted average year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. The revenues generated by Recall have been integrated with our existing revenues and it is impracticable for us to determine actual Recall revenue contribution for the applicable periods. Therefore, our internal revenue growth rates exclude the impact of revenues associated with the Recall Transaction based upon forecasted or budgeted Recall revenues beginning in the third quarter of 2016. Our internal revenue growth rate includes the impact of acquisitions of customer relationships.
|
|
2015
|
|
2016
|
||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter(1)
|
|
Fourth
Quarter
|
||||||||
Storage Rental Revenue
|
3.0
|
%
|
|
2.7
|
%
|
|
2.8
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
|
2.9
|
%
|
Service Revenue
|
(1.0
|
)%
|
|
—
|
%
|
|
(0.9
|
)%
|
|
0.3
|
%
|
|
1.6
|
%
|
|
(2.1
|
)%
|
|
(1.3
|
)%
|
|
(0.9
|
)%
|
Total Revenue
|
1.4
|
%
|
|
1.6
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
|
2.0
|
%
|
|
0.4
|
%
|
|
0.8
|
%
|
|
1.4
|
%
|
(1)
|
During the fourth quarter of 2016, we determined that our internal revenue growth rates for the three and nine months ended September 30, 2016 were incorrectly calculated in our Other International Business segment. Approximately $4.4 million of revenue associated with the Recall Transaction was attributed to our business as it existed prior to the Recall Transaction. This incorrect calculation impacted our previously reported internal revenue growth rates for our Other International Business segment as well as our consolidated internal revenue growth rates. The corrected internal storage rental revenue, internal service revenue and internal total revenue growth rates for our Other International Business segment were 7.5%, 1.6% and 5.0%, respectively, for the three months ended September 30, 2016 and 8.5%, 5.9% and 7.4%, respectively, for the nine months ended September 30, 2016. Our corrected consolidated internal storage rental revenue, internal service revenue and internal total revenue growth rates were 2.1%, (1.3)% and 0.8%, respectively, for the three months ended September 30, 2016 and 2.1%, (0.5)% and 1.1%, respectively, for the nine months ended September 30, 2016. Management has assessed, both quantitatively and qualitatively, the impact of this incorrect calculation of our internal revenue growth rates for the three and nine months ended September 30, 2016 and concluded that such changes were not material to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
2015
|
|
2016
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
2015
|
|
2016
|
|
||||||||||||
Labor
|
$
|
647,082
|
|
|
$
|
756,525
|
|
|
$
|
109,443
|
|
|
16.9
|
%
|
|
20.1
|
%
|
|
21.5
|
%
|
|
21.5
|
%
|
|
—
|
%
|
Facilities
|
425,882
|
|
|
522,696
|
|
|
96,814
|
|
|
22.7
|
%
|
|
25.9
|
%
|
|
14.2
|
%
|
|
14.9
|
%
|
|
0.7
|
%
|
|||
Transportation
|
101,240
|
|
|
132,183
|
|
|
30,943
|
|
|
30.6
|
%
|
|
33.6
|
%
|
|
3.4
|
%
|
|
3.8
|
%
|
|
0.4
|
%
|
|||
Product Cost of Sales and Other
|
115,821
|
|
|
144,410
|
|
|
28,589
|
|
|
24.7
|
%
|
|
28.5
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
|
0.2
|
%
|
|||
Recall Costs
|
—
|
|
|
11,963
|
|
|
11,963
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|||
|
$
|
1,290,025
|
|
|
$
|
1,567,777
|
|
|
$
|
277,752
|
|
|
21.5
|
%
|
|
24.8
|
%
|
|
42.9
|
%
|
|
44.6
|
%
|
|
1.7
|
%
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change |
|
% of
Consolidated Revenues |
|
Percentage
Change (Favorable)/ Unfavorable |
|||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
2014
|
|
2015
|
|
||||||||||||
Labor
|
$
|
674,658
|
|
|
$
|
647,082
|
|
|
$
|
(27,576
|
)
|
|
(4.1
|
)%
|
|
2.8
|
%
|
|
21.6
|
%
|
|
21.5
|
%
|
|
(0.1
|
)%
|
Facilities
|
440,408
|
|
|
425,882
|
|
|
(14,526
|
)
|
|
(3.3
|
)%
|
|
2.7
|
%
|
|
14.1
|
%
|
|
14.2
|
%
|
|
0.1
|
%
|
|||
Transportation
|
118,027
|
|
|
101,240
|
|
|
(16,787
|
)
|
|
(14.2
|
)%
|
|
(9.5
|
)%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
(0.4
|
)%
|
|||
Product Cost of Sales and Other
|
111,543
|
|
|
115,821
|
|
|
4,278
|
|
|
3.8
|
%
|
|
12.9
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|
0.3
|
%
|
|||
|
$
|
1,344,636
|
|
|
$
|
1,290,025
|
|
|
$
|
(54,611
|
)
|
|
(4.1
|
)%
|
|
2.5
|
%
|
|
43.1
|
%
|
|
42.9
|
%
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
Percentage
Change |
|
|
|
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
|||||||||||||||||||
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|||||||||||||||||
General and Administrative
|
$
|
468,959
|
|
|
$
|
504,545
|
|
|
$
|
35,586
|
|
|
7.6
|
%
|
|
10.2
|
%
|
|
15.6
|
%
|
|
14.4
|
%
|
|
(1.2
|
)%
|
Sales, Marketing & Account Management
|
214,029
|
|
|
238,178
|
|
|
24,149
|
|
|
11.3
|
%
|
|
13.8
|
%
|
|
7.1
|
%
|
|
6.8
|
%
|
|
(0.3
|
)%
|
|||
Information Technology
|
99,632
|
|
|
116,923
|
|
|
17,291
|
|
|
17.4
|
%
|
|
20.3
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|||
Bad Debt Expense
|
15,326
|
|
|
8,705
|
|
|
(6,621
|
)
|
|
(43.2
|
)%
|
|
(43.1
|
)%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
(0.3
|
)%
|
|||
Recall Costs
|
47,014
|
|
|
119,981
|
|
|
72,967
|
|
|
155.2
|
%
|
|
155.2
|
%
|
|
1.6
|
%
|
|
3.4
|
%
|
|
1.8
|
%
|
|||
|
$
|
844,960
|
|
|
$
|
988,332
|
|
|
$
|
143,372
|
|
|
17.0
|
%
|
|
19.6
|
%
|
|
28.1
|
%
|
|
28.1
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
Percentage
Change
|
|
|
|
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
||||||||||||||||||||
|
2014
|
|
2015
|
|
|
|
2014
|
|
2015
|
|
||||||||||||||||
General and Administrative
|
$
|
538,657
|
|
|
$
|
468,959
|
|
|
$
|
(69,698
|
)
|
|
(12.9
|
)%
|
|
(8.6
|
)%
|
|
17.3
|
%
|
|
15.6
|
%
|
|
(1.7
|
)%
|
Sales, Marketing & Account Management
|
213,532
|
|
|
214,029
|
|
|
497
|
|
|
0.2
|
%
|
|
5.0
|
%
|
|
6.8
|
%
|
|
7.1
|
%
|
|
0.3
|
%
|
|||
Information Technology
|
103,174
|
|
|
99,632
|
|
|
(3,542
|
)
|
|
(3.4
|
)%
|
|
1.1
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|||
Bad Debt Expense
|
14,209
|
|
|
15,326
|
|
|
1,117
|
|
|
7.9
|
%
|
|
10.6
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|||
Recall Costs
|
—
|
|
|
47,014
|
|
|
47,014
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|||
|
$
|
869,572
|
|
|
$
|
844,960
|
|
|
$
|
(24,612
|
)
|
|
(2.8
|
)%
|
|
1.9
|
%
|
|
27.9
|
%
|
|
28.1
|
%
|
|
0.2
|
%
|
|
Year Ended
December 31,
|
|
|
||||||||
|
Dollar
Change
|
||||||||||
|
2015
|
|
2016
|
|
|||||||
Foreign currency transaction losses, net
|
$
|
70,851
|
|
|
$
|
20,413
|
|
|
$
|
(50,438
|
)
|
Debt extinguishment expense
|
27,305
|
|
|
9,283
|
|
|
(18,022
|
)
|
|||
Other, net
|
434
|
|
|
14,604
|
|
|
14,170
|
|
|||
|
$
|
98,590
|
|
|
$
|
44,300
|
|
|
$
|
(54,290
|
)
|
|
Year Ended
December 31,
|
|
|
||||||||
|
|
Dollar
Change
|
|||||||||
|
2014
|
|
2015
|
|
|||||||
Foreign currency transaction losses, net
|
$
|
58,316
|
|
|
$
|
70,851
|
|
|
$
|
12,535
|
|
Debt extinguishment expense
|
16,495
|
|
|
27,305
|
|
|
10,810
|
|
|||
Other, net
|
(9,624
|
)
|
|
434
|
|
|
10,058
|
|
|||
|
$
|
65,187
|
|
|
$
|
98,590
|
|
|
$
|
33,403
|
|
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2015
|
|
2016
|
|
||||||||||
Income from Continuing Operations
|
$
|
125,203
|
|
|
$
|
103,880
|
|
|
$
|
(21,323
|
)
|
|
(17.0
|
)%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
4.2
|
%
|
|
3.0
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
920,005
|
|
|
1,087,288
|
|
|
167,283
|
|
|
18.2
|
%
|
|||
Adjusted EBITDA Margin
|
30.6
|
%
|
|
31.0
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2014
|
|
2015
|
|
||||||||||
Income from Continuing Operations
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
(203,752
|
)
|
|
(61.9
|
)%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
10.6
|
%
|
|
4.2
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
925,797
|
|
|
920,005
|
|
|
(5,792
|
)
|
|
(0.6
|
)%
|
|||
Adjusted EBITDA Margin
|
29.7
|
%
|
|
30.6
|
%
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
1,077,305
|
|
|
$
|
1,150,646
|
|
|
$
|
73,341
|
|
|
6.8
|
%
|
|
7.2
|
%
|
|
1.0
|
%
|
Service
|
698,060
|
|
|
780,053
|
|
|
81,993
|
|
|
11.7
|
%
|
|
12.3
|
%
|
|
1.0
|
%
|
|||
Segment Revenue
|
$
|
1,775,365
|
|
|
$
|
1,930,699
|
|
|
$
|
155,334
|
|
|
8.7
|
%
|
|
9.2
|
%
|
|
1.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
714,639
|
|
|
$
|
775,717
|
|
|
$
|
61,078
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
40.3
|
%
|
|
40.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
Actual
|
|
|
||||||||||||
Storage Rental
|
$
|
1,080,013
|
|
|
$
|
1,077,305
|
|
|
$
|
(2,708
|
)
|
|
(0.3
|
)%
|
|
1.1
|
%
|
|
0.1
|
%
|
Service
|
715,348
|
|
|
698,060
|
|
|
(17,288
|
)
|
|
(2.4
|
)%
|
|
(0.6
|
)%
|
|
(1.6
|
)%
|
|||
Segment Revenue
|
$
|
1,795,361
|
|
|
$
|
1,775,365
|
|
|
$
|
(19,996
|
)
|
|
(1.1
|
)%
|
|
0.4
|
%
|
|
(0.6
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
698,719
|
|
|
$
|
714,639
|
|
|
$
|
15,920
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
38.9
|
%
|
|
40.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See Note 9 to Notes to Consolidated Financial Statements included in this Annual Report for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income (loss) from continuing operations.
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2015
|
|
2016
|
|
|
|||||||||||||||
Storage Rental
|
$
|
255,601
|
|
|
$
|
280,114
|
|
|
$
|
24,513
|
|
|
9.6
|
%
|
|
9.8
|
%
|
|
2.0
|
%
|
Service
|
134,885
|
|
|
134,060
|
|
|
(825
|
)
|
|
(0.6
|
)%
|
|
(0.4
|
)%
|
|
(9.8
|
)%
|
|||
Segment Revenue
|
$
|
390,486
|
|
|
$
|
414,174
|
|
|
$
|
23,688
|
|
|
6.1
|
%
|
|
6.3
|
%
|
|
(2.0
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
203,803
|
|
|
$
|
228,486
|
|
|
$
|
24,683
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
52.2
|
%
|
|
55.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
247,017
|
|
|
$
|
255,601
|
|
|
$
|
8,584
|
|
|
3.5
|
%
|
|
4.4
|
%
|
|
4.2
|
%
|
Service
|
143,190
|
|
|
134,885
|
|
|
(8,305
|
)
|
|
(5.8
|
)%
|
|
(4.9
|
)%
|
|
(5.1
|
)%
|
|||
Segment Revenue
|
$
|
390,207
|
|
|
$
|
390,486
|
|
|
$
|
279
|
|
|
0.1
|
%
|
|
1.0
|
%
|
|
0.8
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
226,396
|
|
|
$
|
203,803
|
|
|
$
|
(22,593
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
58.0
|
%
|
|
52.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See Note 9 to Notes to Consolidated Financial Statements included in this Annual Report for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income (loss) from continuing operations.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
239,257
|
|
|
$
|
275,659
|
|
|
$
|
36,402
|
|
|
15.2
|
%
|
|
24.5
|
%
|
|
0.8
|
%
|
Service
|
158,256
|
|
|
178,552
|
|
|
20,296
|
|
|
12.8
|
%
|
|
21.4
|
%
|
|
(5.6
|
)%
|
|||
Segment Revenue
|
$
|
397,513
|
|
|
$
|
454,211
|
|
|
$
|
56,698
|
|
|
14.3
|
%
|
|
23.2
|
%
|
|
(1.7
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
120,649
|
|
|
$
|
137,506
|
|
|
$
|
16,857
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
30.4
|
%
|
|
30.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
257,390
|
|
|
$
|
239,257
|
|
|
$
|
(18,133
|
)
|
|
(7.0
|
)%
|
|
3.9
|
%
|
|
2.7
|
%
|
Service
|
191,841
|
|
|
158,256
|
|
|
(33,585
|
)
|
|
(17.5
|
)%
|
|
(7.8
|
)%
|
|
(0.6
|
)%
|
|||
Segment Revenue
|
$
|
449,231
|
|
|
$
|
397,513
|
|
|
$
|
(51,718
|
)
|
|
(11.5
|
)%
|
|
(1.1
|
)%
|
|
1.4
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
130,423
|
|
|
$
|
120,649
|
|
|
$
|
(9,774
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
29.0
|
%
|
|
30.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See Note 9 to Notes to Consolidated Financial Statements included in this Annual Report for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income (loss) from continuing operations.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
245,154
|
|
|
$
|
393,005
|
|
|
$
|
147,851
|
|
|
60.3
|
%
|
|
71.9
|
%
|
|
8.5
|
%
|
Service
|
176,206
|
|
|
259,511
|
|
|
83,305
|
|
|
47.3
|
%
|
|
59.0
|
%
|
|
4.9
|
%
|
|||
Segment Revenue
|
$
|
421,360
|
|
|
$
|
652,516
|
|
|
$
|
231,156
|
|
|
54.9
|
%
|
|
66.5
|
%
|
|
7.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
87,341
|
|
|
$
|
169,042
|
|
|
$
|
81,701
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
20.7
|
%
|
|
25.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
263,737
|
|
|
$
|
245,154
|
|
|
$
|
(18,583
|
)
|
|
(7.0
|
)%
|
|
14.4
|
%
|
|
10.8
|
%
|
Service
|
205,577
|
|
|
176,206
|
|
|
(29,371
|
)
|
|
(14.3
|
)%
|
|
7.6
|
%
|
|
9.0
|
%
|
|||
Segment Revenue
|
$
|
469,314
|
|
|
$
|
421,360
|
|
|
$
|
(47,954
|
)
|
|
(10.2
|
)%
|
|
11.5
|
%
|
|
10.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
84,468
|
|
|
$
|
87,341
|
|
|
$
|
2,873
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a Percentage of Segment Revenue
|
18.0
|
%
|
|
20.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See Note 9 to Notes to Consolidated Financial Statements included in this Annual Report for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income (loss) from continuing operations.
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
20,580
|
|
|
$
|
43,481
|
|
|
$
|
22,901
|
|
|
111.3
|
%
|
|
111.3
|
%
|
|
26.9
|
%
|
Service
|
2,672
|
|
|
16,372
|
|
|
13,700
|
|
|
512.7
|
%
|
|
512.7
|
%
|
|
55.6
|
%
|
|||
Segment Revenue
|
$
|
23,252
|
|
|
$
|
59,853
|
|
|
$
|
36,601
|
|
|
157.4
|
%
|
|
157.4
|
%
|
|
29.6
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(206,427
|
)
|
|
$
|
(223,463
|
)
|
|
$
|
(17,036
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Consolidated Revenue
|
(6.9
|
)%
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
12,086
|
|
|
$
|
20,580
|
|
|
$
|
8,494
|
|
|
70.3
|
%
|
|
70.3
|
%
|
|
49.9
|
%
|
Service
|
1,494
|
|
|
2,672
|
|
|
1,178
|
|
|
78.8
|
%
|
|
78.8
|
%
|
|
33.4
|
%
|
|||
Segment Revenue
|
$
|
13,580
|
|
|
$
|
23,252
|
|
|
$
|
9,672
|
|
|
71.2
|
%
|
|
71.2
|
%
|
|
48.5
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(214,209
|
)
|
|
$
|
(206,427
|
)
|
|
$
|
7,782
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Consolidated Revenue
|
(6.9
|
)%
|
|
(6.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See Note 9 to Notes to Consolidated Financial Statements included in this Annual Report for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to income (loss) from continuing operations.
|
|
|
2014
|
|
2015
|
|
2016
|
||||||
Cash flows from operating activities—continuing operations
|
|
$
|
472,948
|
|
|
$
|
541,760
|
|
|
$
|
541,216
|
|
Cash flows from investing activities—continuing operations
|
|
(479,978
|
)
|
|
(422,786
|
)
|
|
(632,703
|
)
|
|||
Cash flows from financing activities—continuing operations
|
|
19,857
|
|
|
(108,511
|
)
|
|
125,373
|
|
|||
Cash and cash equivalents at the end of year
|
|
125,933
|
|
|
128,381
|
|
|
236,484
|
|
|
Year Ended December 31,
|
||||||||||
Nature of Capital Spend (in thousands)
|
2014
|
|
2015
|
|
2016
|
||||||
Real Estate:
|
|
||||||||||
Investment
|
$
|
199,663
|
|
|
$
|
170,742
|
|
|
$
|
203,778
|
|
Maintenance
|
57,574
|
|
|
52,826
|
|
|
63,543
|
|
|||
Total Real Estate Capital Spend
|
257,237
|
|
|
223,568
|
|
|
267,321
|
|
|||
Non-Real Estate:
|
|
|
|
|
|
|
|
|
|||
Investment
|
55,991
|
|
|
47,964
|
|
|
50,954
|
|
|||
Maintenance
|
19,527
|
|
|
23,396
|
|
|
20,799
|
|
|||
Total Non-Real Estate Capital Spend
|
75,518
|
|
|
71,360
|
|
|
71,753
|
|
|||
|
|
|
|
|
|
||||||
Total Capital Spend (on accrual basis)
|
332,755
|
|
|
294,928
|
|
|
339,074
|
|
|||
Net (decrease)/increase in prepaid capital expenditures
|
(2,455
|
)
|
|
(362
|
)
|
|
374
|
|
|||
Net decrease/(increase) accrued capital expenditures
|
31,624
|
|
|
(4,317
|
)
|
|
(10,845
|
)
|
|||
Total Capital Spend (on cash basis)
|
$
|
361,924
|
|
|
$
|
290,249
|
|
|
$
|
328,603
|
|
|
December 31, 2016
|
||||||||||
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
||||||
Revolving Credit Facility(1)
|
$
|
953,548
|
|
|
$
|
(7,530
|
)
|
|
$
|
946,018
|
|
Term Loan(1)
|
234,375
|
|
|
—
|
|
|
234,375
|
|
|||
Australian Dollar Term Loan (the "AUD Term Loan")(2)
|
177,198
|
|
|
(3,774
|
)
|
|
173,424
|
|
|||
6% Notes due 2020(3)(4)
|
1,000,000
|
|
|
(12,730
|
)
|
|
987,270
|
|
|||
4
3
/
8
% Notes(3)(4)
|
500,000
|
|
|
(7,593
|
)
|
|
492,407
|
|
|||
6
1
/
8
% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(5)
|
148,792
|
|
|
(1,635
|
)
|
|
147,157
|
|
|||
GBP Notes(4)(6)
|
493,648
|
|
|
(6,214
|
)
|
|
487,434
|
|
|||
6% Senior Notes due 2023(3)
|
600,000
|
|
|
(7,322
|
)
|
|
592,678
|
|
|||
CAD Notes due 2023(4)(5)
|
185,990
|
|
|
(3,498
|
)
|
|
182,492
|
|
|||
5
3
/
4
% Senior Subordinated Notes due 2024(3)
|
1,000,000
|
|
|
(10,529
|
)
|
|
989,471
|
|
|||
5
3
/
8
% Notes(4)(7)
|
250,000
|
|
|
(4,044
|
)
|
|
245,956
|
|
|||
Real Estate Mortgages, Capital Leases and Other(8)
|
478,565
|
|
|
(1,277
|
)
|
|
477,288
|
|
|||
Accounts Receivable Securitization Program(9)
|
247,000
|
|
|
(384
|
)
|
|
246,616
|
|
|||
Mortgage Securitization Program(10)
|
50,000
|
|
|
(1,405
|
)
|
|
48,595
|
|
|||
Total Long-term Debt
|
6,319,116
|
|
|
(67,935
|
)
|
|
6,251,181
|
|
|||
Less Current Portion
|
(172,975
|
)
|
|
—
|
|
|
(172,975
|
)
|
|||
Long-term Debt, Net of Current Portion
|
$
|
6,146,141
|
|
|
$
|
(67,935
|
)
|
|
$
|
6,078,206
|
|
(1)
|
The capital stock or other equity interests of most of our United States subsidiaries, and up to
66%
of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure these debt instruments, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Canada Company has pledged
66%
of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under the Revolving Credit Facility.
|
(2)
|
The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of
$1.7 million
as of December 31, 2016.
|
(3)
|
Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by its direct and indirect
100%
owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, IME, the Accounts Receivable Securitization Special Purpose Subsidiaries (as defined below), the Mortgage Securitization Special Purpose Subsidiary (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes. See Note 5 to Notes to Consolidated Financial Statements included in this Annual Report.
|
(4)
|
The 6% Notes due 2020, the 4
3
/
8
% Notes, the GBP Notes, the CAD Notes due 2023 and the 5
3
/
8
% Notes (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
|
(5)
|
Canada Company is the direct obligor on the CAD Notes due 2021 and the CAD Notes due 2023 (collectively, the "CAD Notes"), which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5 to Notes to Consolidated Financial Statements included in this Annual Report.
|
(6)
|
IME is the direct obligor on the GBP Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5 to Notes to Consolidated Financial Statements included in this Annual Report.
|
(7)
|
IM US Holdings, a 100% owned subsidiary of IMI and one of the Guarantors, is the direct obligor on the 5
3
/
8
% Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 5 to Notes to Consolidated Financial Statements included in this Annual Report.
|
(8)
|
Includes (i) real estate mortgages of
$20.9 million
, (ii) capital lease obligations of
$309.9 million
, and (iii) other various notes and other obligations, which were assumed by us as a result of certain acquisitions, of
$147.8 million
.
|
(9)
|
The Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program.
|
(10)
|
The Mortgage Securitization Special Purpose Subsidiary is the obligor under this program.
|
|
December 31, 2015
|
|
December 31, 2016
|
|
Maximum//Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.6
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.6
|
|
|
2.7
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.5
|
|
|
5.2
|
|
|
Maximum allowable of 6.5
|
Fixed charge coverage ratio
|
2.4
|
|
|
2.4
|
|
|
Minimum allowable of 1.5
|
|
Year Ended December 31, 2015
|
|
Year Ended
December 31, 2016
|
|
Cumulative Total
|
||||||
|
|
|
|||||||||
Recall Deal Close & Divestment Costs
|
$
|
24,671
|
|
|
$
|
38,947
|
|
|
$
|
63,618
|
|
Recall Integration Costs
|
22,343
|
|
|
92,997
|
|
|
115,340
|
|
|||
Recall Costs
|
47,014
|
|
|
131,944
|
|
|
178,958
|
|
|||
Capital Expenditures
|
65
|
|
|
18,391
|
|
|
18,456
|
|
|||
Total
|
$
|
47,079
|
|
|
$
|
150,335
|
|
|
$
|
197,414
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
||||||||||
Capital Lease Obligations
|
$
|
309,860
|
|
|
$
|
52,640
|
|
|
$
|
85,519
|
|
|
$
|
70,405
|
|
|
$
|
101,296
|
|
Long-Term Debt Obligations (excluding Capital Lease Obligations)
|
6,010,981
|
|
|
120,335
|
|
|
1,471,901
|
|
|
1,679,396
|
|
|
2,739,349
|
|
|||||
Interest Payments(1)
|
1,734,606
|
|
|
325,079
|
|
|
590,170
|
|
|
432,312
|
|
|
387,045
|
|
|||||
Operating Lease Obligations(2)
|
2,414,622
|
|
|
294,103
|
|
|
511,789
|
|
|
433,715
|
|
|
1,175,015
|
|
|||||
Purchase and Asset Retirement Obligations
|
118,268
|
|
|
58,378
|
|
|
29,975
|
|
|
2,960
|
|
|
26,955
|
|
|||||
Total(3)(4)
|
$
|
10,588,337
|
|
|
$
|
850,535
|
|
|
$
|
2,689,354
|
|
|
$
|
2,618,788
|
|
|
$
|
4,429,660
|
|
(1)
|
Amounts include variable rate interest payments, which are calculated utilizing the applicable interest rates as of
December 31, 2016
; see Note 4 to Notes to Consolidated Financial Statements included in this Annual Report. Amounts also include interest on capital leases.
|
(2)
|
These amounts are net of sublease income of $28.0 million in total (including $6.4 million, $8.3 million, $6.1 million and $7.2 million, in less than 1 year, 1-3 years, 3-5 years and more than 5 years, respectively).
|
(3)
|
The table above excludes $59.5 million in uncertain tax positions as we are unable to make reliable estimates of the period of cash settlement, if any, with the respective taxing authorities.
|
(4)
|
The table above excludes $54.7 million of redeemable noncontrolling interests, which represents the estimated redemption value of the redeemable noncontrolling interests in our consolidated subsidiaries in Chile, India and South Africa.
|
|
|
|
|
|
Page
|
A. Iron Mountain Incorporated
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
(b)
|
Exhibits filed as part of this report: As listed in the Exhibit Index following the signature page hereof.
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
128,381
|
|
|
$
|
236,484
|
|
Accounts receivable (less allowances of $31,447 and $44,290 as of
|
|
|
|
|
|
||
December 31, 2015 and 2016, respectively)
|
564,401
|
|
|
691,249
|
|
||
Deferred income taxes
|
22,179
|
|
|
—
|
|
||
Prepaid expenses and other
|
142,951
|
|
|
184,374
|
|
||
Total Current Assets
|
857,912
|
|
|
1,112,107
|
|
||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Property, plant and equipment
|
4,744,236
|
|
|
5,535,783
|
|
||
Less—Accumulated depreciation
|
(2,247,078
|
)
|
|
(2,452,457
|
)
|
||
Property, Plant and Equipment, net
|
2,497,158
|
|
|
3,083,326
|
|
||
Other Assets, net:
|
|
|
|
|
|
||
Goodwill
|
2,360,978
|
|
|
3,905,021
|
|
||
Customer relationships and customer inducements
|
603,314
|
|
|
1,252,523
|
|
||
Other (see Note 2.w.)
|
31,225
|
|
|
133,823
|
|
||
Total Other Assets, net
|
2,995,517
|
|
|
5,291,367
|
|
||
Total Assets
|
$
|
6,350,587
|
|
|
$
|
9,486,800
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
88,068
|
|
|
$
|
172,975
|
|
Accounts payable
|
219,590
|
|
|
222,197
|
|
||
Accrued expenses
|
351,061
|
|
|
450,257
|
|
||
Deferred revenue
|
183,112
|
|
|
201,128
|
|
||
Total Current Liabilities
|
841,831
|
|
|
1,046,557
|
|
||
Long-term Debt, net of current portion
|
4,757,610
|
|
|
6,078,206
|
|
||
Other Long-term Liabilities
|
71,844
|
|
|
99,540
|
|
||
Deferred Rent
|
95,693
|
|
|
119,834
|
|
||
Deferred Income Taxes (see Note 2.w.)
|
55,002
|
|
|
151,295
|
|
||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interests (see Note 2.x.)
|
—
|
|
|
54,697
|
|
||
Equity:
|
|
|
|
|
|
||
Iron Mountain Incorporated Stockholders' Equity:
|
|
|
|
|
|
||
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 211,340,296 shares and 263,682,670 shares as of December 31, 2015 and 2016, respectively)
|
2,113
|
|
|
2,636
|
|
||
Additional paid-in capital
|
1,623,863
|
|
|
3,489,795
|
|
||
(Distributions in excess of earnings) Earnings in excess of distributions
|
(942,218
|
)
|
|
(1,343,311
|
)
|
||
Accumulated other comprehensive items, net
|
(174,917
|
)
|
|
(212,573
|
)
|
||
Total Iron Mountain Incorporated Stockholders' Equity
|
508,841
|
|
|
1,936,547
|
|
||
Noncontrolling Interests
|
19,766
|
|
|
124
|
|
||
Total Equity
|
528,607
|
|
|
1,936,671
|
|
||
Total Liabilities and Equity
|
$
|
6,350,587
|
|
|
$
|
9,486,800
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Storage rental
|
$
|
1,860,243
|
|
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
Service
|
1,257,450
|
|
|
1,170,079
|
|
|
1,368,548
|
|
|||
Total Revenues
|
3,117,693
|
|
|
3,007,976
|
|
|
3,511,453
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales (excluding depreciation and amortization)
|
1,344,636
|
|
|
1,290,025
|
|
|
1,567,777
|
|
|||
Selling, general and administrative
|
869,572
|
|
|
844,960
|
|
|
988,332
|
|
|||
Depreciation and amortization
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|||
Total Operating Expenses
|
2,568,416
|
|
|
2,483,449
|
|
|
3,009,847
|
|
|||
Operating Income (Loss)
|
549,277
|
|
|
524,527
|
|
|
501,606
|
|
|||
Interest Expense, Net (includes Interest Income of $2,443, $3,984 and $7,558 in 2014, 2015 and 2016, respectively)
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|||
Other Expense (Income), Net
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|||
Income (Loss) from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Sale of Real Estate
|
223,373
|
|
|
162,066
|
|
|
146,644
|
|
|||
(Benefit) Provision for Income Taxes
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|||
Gain on Sale of Real Estate, Net of Tax
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|||
Income (Loss) from Continuing Operations
|
328,955
|
|
|
125,203
|
|
|
103,880
|
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
(209
|
)
|
|
—
|
|
|
3,353
|
|
|||
Net Income (Loss)
|
328,746
|
|
|
125,203
|
|
|
107,233
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
2,627
|
|
|
1,962
|
|
|
2,409
|
|
|||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
104,824
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
1.68
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
1.66
|
|
|
$
|
0.58
|
|
|
$
|
0.42
|
|
Weighted Average Common Shares Outstanding—Basic
|
195,278
|
|
|
210,764
|
|
|
246,178
|
|
|||
Weighted Average Common Shares Outstanding—Diluted
|
196,749
|
|
|
212,118
|
|
|
247,267
|
|
|||
Dividends Declared per Common Share
|
$
|
5.3713
|
|
|
$
|
1.9100
|
|
|
$
|
2.0427
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Net Income (Loss)
|
$
|
328,746
|
|
|
$
|
125,203
|
|
|
$
|
107,233
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
|
|||
Foreign Currency Translation Adjustments
|
(66,867
|
)
|
|
(100,970
|
)
|
|
(35,641
|
)
|
|||
Market Value Adjustments for Securities
|
53
|
|
|
(245
|
)
|
|
(734
|
)
|
|||
Total Other Comprehensive (Loss) Income
|
(66,814
|
)
|
|
(101,215
|
)
|
|
(36,375
|
)
|
|||
Comprehensive Income (Loss)
|
261,932
|
|
|
23,988
|
|
|
70,858
|
|
|||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
2,184
|
|
|
633
|
|
|
3,690
|
|
|||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
259,748
|
|
|
$
|
23,355
|
|
|
$
|
67,168
|
|
|
|
|
Iron Mountain Incorporated Stockholders' Equity
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Earnings in
Excess of
Distributions
(Distributions in
Excess of Earnings)
|
|
Accumulated
Other
Comprehensive
Items, Net
|
|
Noncontrolling
Interests
|
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||
|
Total
|
|
Shares
|
|
Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2013
|
$
|
1,051,734
|
|
|
191,426,920
|
|
|
$
|
1,914
|
|
|
$
|
980,164
|
|
|
$
|
67,820
|
|
|
$
|
(8,660
|
)
|
|
$
|
10,496
|
|
|
|
$
|
—
|
|
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax deficiency of $60
|
64,473
|
|
|
2,638,554
|
|
|
26
|
|
|
64,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Parent cash dividends declared
|
(493,513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493,513
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Special distribution in connection with conversion to REIT (see Note 13)
|
—
|
|
|
15,753,338
|
|
|
158
|
|
|
559,821
|
|
|
(559,979
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
(66,867
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,424
|
)
|
|
(443
|
)
|
|
|
—
|
|
|||||||
Market value adjustments for securities
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
|
—
|
|
|||||||
Net income (loss)
|
328,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326,119
|
|
|
—
|
|
|
2,627
|
|
|
|
—
|
|
|||||||
Noncontrolling interests equity contributions
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
|
—
|
|
|||||||
Noncontrolling interests dividends
|
(1,613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,613
|
)
|
|
|
—
|
|
|||||||
Purchase of noncontrolling interests
|
(20,416
|
)
|
|
—
|
|
|
—
|
|
|
(17,693
|
)
|
|
—
|
|
|
—
|
|
|
(2,723
|
)
|
|
|
—
|
|
|||||||
Divestiture of noncontrolling interests
|
5,558
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
3,456
|
|
|
|
—
|
|
|||||||
Balance, December 31, 2014
|
869,955
|
|
|
209,818,812
|
|
|
2,098
|
|
|
1,588,841
|
|
|
(659,553
|
)
|
|
(75,031
|
)
|
|
13,600
|
|
|
|
—
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $327
|
35,037
|
|
|
1,521,484
|
|
|
15
|
|
|
35,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Parent cash dividends declared
|
(405,906
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405,906
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
(100,970
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,641
|
)
|
|
(1,329
|
)
|
|
|
—
|
|
|||||||
Market value adjustments for securities
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(245
|
)
|
|
—
|
|
|
|
—
|
|
|||||||
Net income (loss)
|
125,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,241
|
|
|
—
|
|
|
1,962
|
|
|
|
—
|
|
|||||||
Noncontrolling interests equity contributions
|
7,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,590
|
|
|
|
—
|
|
|||||||
Noncontrolling interests dividends
|
(2,057
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,057
|
)
|
|
|
—
|
|
|||||||
Balance, December 31, 2015
|
528,607
|
|
|
211,340,296
|
|
|
2,113
|
|
|
1,623,863
|
|
|
(942,218
|
)
|
|
(174,917
|
)
|
|
19,766
|
|
|
|
—
|
|
|||||||
Reclassification to redeemable noncontrolling interests
|
(25,437
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,437
|
)
|
|
|
25,437
|
|
|||||||
Change in value of redeemable noncontrolling interests (see Note 2.x.)
|
(28,831
|
)
|
|
—
|
|
|
—
|
|
|
(28,831
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
28,831
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
60,260
|
|
|
2,108,962
|
|
|
21
|
|
|
60,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares in connection with the acquisition of Recall Holdings Limited (see Note 6)
|
1,835,026
|
|
|
50,233,412
|
|
|
502
|
|
|
1,834,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Parent cash dividends declared
|
(505,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505,917
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
(36,056
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,922
|
)
|
|
866
|
|
|
|
415
|
|
|||||||
Market value adjustments for securities
|
(734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734
|
)
|
|
—
|
|
|
|
—
|
|
|||||||
Net income (loss)
|
106,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,824
|
|
|
—
|
|
|
1,822
|
|
|
|
587
|
|
|||||||
Noncontrolling interests equity contributions
|
1,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|
|
—
|
|
|||||||
Noncontrolling interests dividends
|
(1,698
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,698
|
)
|
|
|
(573
|
)
|
|||||||
Purchase of noncontrolling interests
|
3,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,506
|
|
|
|
—
|
|
|||||||
Balance, December 31, 2016
|
$
|
1,936,671
|
|
|
263,682,670
|
|
|
$
|
2,636
|
|
|
$
|
3,489,795
|
|
|
$
|
(1,343,311
|
)
|
|
$
|
(212,573
|
)
|
|
$
|
124
|
|
|
|
$
|
54,697
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
328,746
|
|
|
$
|
125,203
|
|
|
$
|
107,233
|
|
Loss (income) from discontinued operations
|
209
|
|
|
—
|
|
|
(3,353
|
)
|
|||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
304,557
|
|
|
301,219
|
|
|
365,526
|
|
|||
Amortization (includes amortization of deferred financing costs and discount of $8,009, $9,249 and $13,151 in 2014, 2015 and 2016, respectively)
|
56,595
|
|
|
53,494
|
|
|
99,951
|
|
|||
Revenue reduction associated with amortization of permanent withdrawal fees (see Note 2.i.)
|
11,715
|
|
|
11,670
|
|
|
12,217
|
|
|||
Stock-based compensation expense
|
29,624
|
|
|
27,585
|
|
|
28,976
|
|
|||
(Benefit) provision for deferred income taxes
|
(270,790
|
)
|
|
(7,473
|
)
|
|
(50,368
|
)
|
|||
Loss on early extinguishment of debt, net
|
16,495
|
|
|
27,305
|
|
|
9,283
|
|
|||
(Gain) Loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
(9,447
|
)
|
|
1,941
|
|
|
(898
|
)
|
|||
Loss on disposal of Iron Mountain Divestments (see Note 6)
|
—
|
|
|
—
|
|
|
16,838
|
|
|||
Foreign currency transactions and other, net
|
38,296
|
|
|
44,221
|
|
|
16,624
|
|
|||
Changes in Assets and Liabilities (exclusive of acquisitions):
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
113
|
|
|
17,984
|
|
|
(23,206
|
)
|
|||
Prepaid expenses and other
|
48,941
|
|
|
5,171
|
|
|
(34,274
|
)
|
|||
Accounts payable
|
16,870
|
|
|
18,017
|
|
|
(50,712
|
)
|
|||
Accrued expenses and deferred revenue
|
(101,427
|
)
|
|
(77,469
|
)
|
|
51,617
|
|
|||
Other assets and long-term liabilities
|
2,451
|
|
|
(7,108
|
)
|
|
(4,238
|
)
|
|||
Cash Flows from Operating Activities-Continuing Operations
|
472,948
|
|
|
541,760
|
|
|
541,216
|
|
|||
Cash Flows from Operating Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
2,679
|
|
|||
Cash Flows from Operating Activities
|
472,948
|
|
|
541,760
|
|
|
543,895
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(361,924
|
)
|
|
(290,249
|
)
|
|
(328,603
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
(128,093
|
)
|
|
(113,558
|
)
|
|
(291,965
|
)
|
|||
Decrease (increase) in restricted cash
|
—
|
|
|
33,860
|
|
|
—
|
|
|||
Acquisition of customer relationships
|
(15,074
|
)
|
|
(32,611
|
)
|
|
(31,561
|
)
|
|||
Customer inducements
|
(19,373
|
)
|
|
(22,500
|
)
|
|
(19,205
|
)
|
|||
Net proceeds from Iron Mountain Divestments (see Note 6)
|
—
|
|
|
—
|
|
|
30,654
|
|
|||
Proceeds from sales of property and equipment and other, net (including real estate)
|
44,486
|
|
|
2,272
|
|
|
7,977
|
|
|||
Cash Flows from Investing Activities-Continuing Operations
|
(479,978
|
)
|
|
(422,786
|
)
|
|
(632,703
|
)
|
|||
Cash Flows from Investing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
96,712
|
|
|||
Cash Flows from Investing Activities
|
(479,978
|
)
|
|
(422,786
|
)
|
|
(535,991
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Repayment of revolving credit, term loan facilities, bridge facilities and other debt
|
(8,824,711
|
)
|
|
(10,796,873
|
)
|
|
(14,851,440
|
)
|
|||
Proceeds from revolving credit, term loan facilities, bridge facilities and other debt
|
9,285,187
|
|
|
10,925,709
|
|
|
14,544,388
|
|
|||
Early retirement of senior subordinated notes
|
(566,352
|
)
|
|
(814,728
|
)
|
|
—
|
|
|||
Net proceeds from sales of senior notes
|
642,417
|
|
|
985,000
|
|
|
925,443
|
|
|||
Debt financing and equity contribution from noncontrolling interests
|
1,800
|
|
|
7,590
|
|
|
1,299
|
|
|||
Debt repayment and equity distribution to noncontrolling interests
|
(16,570
|
)
|
|
(2,016
|
)
|
|
(1,765
|
)
|
|||
Parent cash dividends
|
(542,298
|
)
|
|
(406,508
|
)
|
|
(505,871
|
)
|
|||
Net proceeds (payments) associated with employee stock-based awards
|
44,290
|
|
|
7,149
|
|
|
31,922
|
|
|||
Excess tax (deficiency) benefits from employee stock-based awards
|
(60
|
)
|
|
327
|
|
|
—
|
|
|||
Payment of debt financing and stock issuance costs
|
(3,846
|
)
|
|
(14,161
|
)
|
|
(18,603
|
)
|
|||
Cash Flows from Financing Activities-Continuing Operations
|
19,857
|
|
|
(108,511
|
)
|
|
125,373
|
|
|||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Flows from Financing Activities
|
19,857
|
|
|
(108,511
|
)
|
|
125,373
|
|
|||
Effect of Exchange Rates on Cash and Cash Equivalents
|
(7,420
|
)
|
|
(8,015
|
)
|
|
(25,174
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
5,407
|
|
|
2,448
|
|
|
108,103
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
120,526
|
|
|
125,933
|
|
|
128,381
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
125,933
|
|
|
$
|
128,381
|
|
|
$
|
236,484
|
|
Supplemental Information:
|
|
|
|
|
|
|
|
|
|||
Cash Paid for Interest
|
$
|
257,599
|
|
|
$
|
259,815
|
|
|
$
|
297,122
|
|
Cash Paid for Income Taxes, Net
|
$
|
167,448
|
|
|
$
|
42,440
|
|
|
$
|
69,866
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital Leases
|
$
|
24,106
|
|
|
$
|
50,083
|
|
|
$
|
74,881
|
|
Accrued Capital Expenditures
|
$
|
47,529
|
|
|
$
|
51,846
|
|
|
$
|
62,691
|
|
Dividends Payable
|
$
|
6,182
|
|
|
$
|
5,950
|
|
|
$
|
5,625
|
|
Fair Value of Stock Issued for Recall Transaction (see Note 6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,835,026
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Total loss on foreign currency transactions
|
$
|
58,316
|
|
|
$
|
70,851
|
|
|
$
|
20,413
|
|
|
Range
|
Buildings and building improvements
|
5 to 40
|
Leasehold improvements
|
5 to 10 or life of the lease (whichever is shorter)
|
Racking
|
1 to 20 or life of the lease (whichever is shorter)
|
Warehouse equipment/vehicles
|
1 to 10
|
Furniture and fixtures
|
1 to 10
|
Computer hardware and software
|
2 to 5
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Land
|
$
|
218,174
|
|
|
$
|
260,059
|
|
Buildings and building improvements
|
1,507,224
|
|
|
1,702,448
|
|
||
Leasehold improvements
|
447,449
|
|
|
538,368
|
|
||
Racking
|
1,556,749
|
|
|
1,875,771
|
|
||
Warehouse equipment/vehicles
|
335,728
|
|
|
395,595
|
|
||
Furniture and fixtures
|
50,307
|
|
|
52,836
|
|
||
Computer hardware and software
|
515,688
|
|
|
588,980
|
|
||
Construction in progress
|
112,917
|
|
|
121,726
|
|
||
|
$
|
4,744,236
|
|
|
$
|
5,535,783
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,833
|
|
North American Data Management Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Western European Business
|
300
|
|
|
—
|
|
|
—
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
1,300
|
|
|
$
|
—
|
|
|
$
|
1,833
|
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Asset Retirement Obligations, beginning of the year
|
$
|
12,897
|
|
|
$
|
13,997
|
|
Liabilities Assumed
|
—
|
|
|
10,678
|
|
||
Liabilities Incurred
|
1,030
|
|
|
687
|
|
||
Liabilities Settled
|
(966
|
)
|
|
(1,106
|
)
|
||
Accretion Expense
|
1,241
|
|
|
1,587
|
|
||
Foreign Currency Translation Adjustments
|
(205
|
)
|
|
(355
|
)
|
||
Asset Retirement Obligations, end of the year
|
$
|
13,997
|
|
|
$
|
25,488
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Gain on sale of real estate
|
$
|
10,512
|
|
|
$
|
1,059
|
|
|
$
|
2,310
|
|
Tax effect on gain on sale of real estate
|
(2,205
|
)
|
|
(209
|
)
|
|
(130
|
)
|
|||
Gain on sale of real estate, net of tax
|
$
|
8,307
|
|
|
$
|
850
|
|
|
$
|
2,180
|
|
|
Carrying Value
as of
December 31, 2015
|
||
North American Records and Information Management(1)
|
$
|
1,342,723
|
|
North American Secure Shredding(1)
|
73,021
|
|
|
North American Data Management(2)
|
369,907
|
|
|
Adjacent Businesses - Data Centers(3)
|
—
|
|
|
Adjacent Businesses - Consumer Storage(3)
|
4,636
|
|
|
Adjacent Businesses - Fine Arts(3)
|
21,550
|
|
|
UKI(4)
|
260,202
|
|
|
Continental Western Europe(4)
|
63,442
|
|
|
Emerging Markets - Europe(5)
|
87,378
|
|
|
Latin America(5)
|
78,537
|
|
|
Australia(5)
|
47,786
|
|
|
Southeast Asia(5)
|
5,683
|
|
|
India(5)
|
6,113
|
|
|
Total
|
$
|
2,360,978
|
|
•
|
North American Records and Information Management - includes the goodwill associated with the records and information management businesses of Recall in the United States and Canada.
|
•
|
North American Secure Shredding - includes the goodwill associated with the secure shredding businesses of Recall in the United States and Canada.
|
•
|
North American Data Management - includes the goodwill associated with the data management businesses of Recall in the United States and Canada.
|
•
|
Western Europe - includes the goodwill associated with the operations of Recall in Belgium, France, Germany, Spain, Switzerland and the United Kingdom as well as the goodwill associated with the Information Governance and Digital Solutions (formerly referred to as document management solutions, or DMS) operations of Recall in Sweden.
|
•
|
Northern and Eastern Europe - this reporting unit consists of our former Emerging Markets - Europe reporting unit and includes the goodwill associated with the operations of Recall in Denmark, Finland and Norway, as well as the goodwill associated with the records and information management operations of Recall in Sweden. This reporting unit also includes goodwill associated with our March 2016 acquisition of Archyvu Sistemos with operations in Lithuania, Latvia and Estonia.
|
•
|
Latin America - includes the goodwill associated with the operations of Recall in Brazil and Mexico.
|
•
|
Australia and New Zealand - this reporting unit consists of the goodwill associated with the Australia Retained Business (as defined in Note 6), which was a component of our former Australia reporting unit, as well as the operations of Recall in Australia and New Zealand.
|
•
|
Southeast Asia - includes the goodwill associated with the operations of Recall in China, Hong Kong, Malaysia, Singapore, Taiwan and Thailand.
|
•
|
Africa and India - includes the goodwill associated with the operations of Recall in India, as well as the goodwill associated with our March 2016 acquisition of Docufile Holdings Proprietary Limited with operations in South Africa.
|
|
Carrying Value
as of December 31, 2016 |
||
North American Records and Information Management(1)
|
$
|
2,122,891
|
|
North American Secure Shredding(1)
|
158,020
|
|
|
North American Data Management(2)
|
505,690
|
|
|
Adjacent Businesses - Data Centers(3)
|
—
|
|
|
Adjacent Businesses - Consumer Storage(3)
|
3,011
|
|
|
Adjacent Businesses - Fine Arts(3)
|
22,911
|
|
|
Western Europe(4)(5)
|
349,421
|
|
|
Northern and Eastern Europe(6)
|
136,431
|
|
|
Latin America(6)
|
147,782
|
|
|
Australia and New Zealand(6)
|
274,981
|
|
|
Southeast Asia(5)(6)
|
162,351
|
|
|
Africa and India(6)
|
21,532
|
|
|
Total
|
$
|
3,905,021
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Corporate and Other Business
|
|
Total
Consolidated |
||||||||||||
Gross Balance as of December 31, 2014
|
$
|
1,645,209
|
|
|
$
|
429,982
|
|
|
$
|
405,570
|
|
|
$
|
261,458
|
|
|
$
|
—
|
|
|
$
|
2,742,219
|
|
Deductible goodwill acquired during the year
|
29
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
26,186
|
|
|
26,222
|
|
||||||
Non-deductible goodwill acquired during the year
|
2,730
|
|
|
567
|
|
|
1,936
|
|
|
9,064
|
|
|
—
|
|
|
14,297
|
|
||||||
Fair value and other adjustments(1)
|
104
|
|
|
(25
|
)
|
|
(448
|
)
|
|
(353
|
)
|
|
—
|
|
|
(722
|
)
|
||||||
Currency effects
|
(27,647
|
)
|
|
(6,925
|
)
|
|
(25,909
|
)
|
|
(44,543
|
)
|
|
—
|
|
|
(105,024
|
)
|
||||||
Gross Balance as of December 31, 2015
|
1,620,425
|
|
|
423,606
|
|
|
381,149
|
|
|
225,626
|
|
|
26,186
|
|
|
2,676,992
|
|
||||||
Deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-deductible goodwill acquired during the year
|
867,756
|
|
|
135,836
|
|
|
73,760
|
|
|
578,596
|
|
|
215
|
|
|
1,656,163
|
|
||||||
Goodwill allocated to Iron Mountain Divestments(2)
|
(3,332
|
)
|
|
—
|
|
|
—
|
|
|
(40,089
|
)
|
|
—
|
|
|
(43,421
|
)
|
||||||
Fair value and other adjustments(3)
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
(971
|
)
|
|
(479
|
)
|
|
(1,607
|
)
|
||||||
Currency effects
|
1,114
|
|
|
1
|
|
|
(49,338
|
)
|
|
(20,036
|
)
|
|
—
|
|
|
(68,259
|
)
|
||||||
Gross Balance as of December 31, 2016
|
$
|
2,485,806
|
|
|
$
|
559,443
|
|
|
$
|
405,571
|
|
|
$
|
743,126
|
|
|
$
|
25,922
|
|
|
$
|
4,219,868
|
|
Accumulated Amortization Balance as of December 31, 2014
|
$
|
205,987
|
|
|
$
|
54,025
|
|
|
$
|
58,273
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
318,436
|
|
Currency effects
|
(1,306
|
)
|
|
(326
|
)
|
|
(768
|
)
|
|
(22
|
)
|
|
—
|
|
|
(2,422
|
)
|
||||||
Accumulated Amortization Balance as of December 31, 2015
|
204,681
|
|
|
53,699
|
|
|
57,505
|
|
|
129
|
|
|
—
|
|
|
316,014
|
|
||||||
Currency effects
|
214
|
|
|
54
|
|
|
(1,355
|
)
|
|
(80
|
)
|
|
—
|
|
|
(1,167
|
)
|
||||||
Accumulated Amortization Balance as of December 31, 2016
|
$
|
204,895
|
|
|
$
|
53,753
|
|
|
$
|
56,150
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
314,847
|
|
Net Balance as of December 31, 2015
|
$
|
1,415,744
|
|
|
$
|
369,907
|
|
|
$
|
323,644
|
|
|
$
|
225,497
|
|
|
$
|
26,186
|
|
|
$
|
2,360,978
|
|
Net Balance as of December 31, 2016
|
$
|
2,280,911
|
|
|
$
|
505,690
|
|
|
$
|
349,421
|
|
|
$
|
743,077
|
|
|
$
|
25,922
|
|
|
$
|
3,905,021
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2015
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,409
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2016
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,409
|
|
(1)
|
Total fair value and other adjustments primarily include
$622
in net adjustments to deferred income taxes and
$(5,036)
related to customer relationships and acquisition costs and other assumed liabilities (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting), as well as
$3,692
of cash paid related to certain acquisitions completed in 2014.
|
(2)
|
Goodwill allocated to Iron Mountain Divestments includes
$40,089
and
$3,332
of goodwill allocated to the Australia Divestment Business and the Iron Mountain Canadian Divestments (each as defined in Note 6), respectively.
|
(3)
|
Total fair value and other adjustments primarily include net adjustments of $(
1,425
) related to property, plant and equipment, customer relationship intangible assets (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting) and other liabilities, and
$182
of cash received related to certain acquisitions completed in 2015.
|
|
|
December 31,
|
||||||
Gross Carrying Amount
|
|
2015
|
|
2016
|
||||
Customer relationship intangible assets and Customer Inducements
|
|
$
|
937,174
|
|
|
$
|
1,604,020
|
|
Other finite-lived intangible assets (included in other assets, net)
|
|
11,111
|
|
|
24,788
|
|
||
Accumulated Amortization
|
|
|
|
|
|
|
||
Customer relationship intangible assets and Customer Inducements
|
|
$
|
333,860
|
|
|
$
|
351,497
|
|
Other finite-lived intangible assets (included in other assets, net)
|
|
8,325
|
|
|
7,989
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
Customer relationship intangible assets and Customer Inducements:
|
|
|
|
|
|
|
|
|
|
|||
Amortization expense included in depreciation and amortization
|
|
$
|
46,733
|
|
|
$
|
43,614
|
|
|
$
|
84,349
|
|
Revenue reduction associated with amortization of Permanent Withdrawal Fees
|
|
11,715
|
|
|
11,670
|
|
|
12,217
|
|
|||
Other finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|||
Amortization expense included in depreciation and amortization
|
|
1,853
|
|
|
631
|
|
|
2,451
|
|
|
Estimated Amortization of
Deferred Financing Costs
|
||
2017
|
$
|
15,138
|
|
2018
|
14,393
|
|
|
2019
|
12,870
|
|
|
2020
|
10,274
|
|
|
2021
|
6,434
|
|
|
Thereafter
|
8,826
|
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Income tax receivable
|
$
|
33,173
|
|
|
$
|
22,811
|
|
Other
|
109,778
|
|
|
161,563
|
|
||
Prepaid expenses
|
$
|
142,951
|
|
|
$
|
184,374
|
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Interest
|
$
|
68,316
|
|
|
$
|
76,615
|
|
Payroll and vacation
|
50,143
|
|
|
68,067
|
|
||
Incentive compensation
|
61,422
|
|
|
70,117
|
|
||
Other
|
171,180
|
|
|
235,458
|
|
||
Accrued expenses
|
$
|
351,061
|
|
|
$
|
450,257
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
680
|
|
|
$
|
220
|
|
|
$
|
110
|
|
Selling, general and administrative expenses
|
28,944
|
|
|
27,365
|
|
|
28,866
|
|
|||
Total stock-based compensation
|
$
|
29,624
|
|
|
$
|
27,585
|
|
|
$
|
28,976
|
|
|
December 31, 2016
|
||||
|
Stock Options Outstanding
|
|
% of
Stock Options Outstanding |
||
Three-year vesting period (10 year contractual life)
|
2,645,339
|
|
|
76.6
|
%
|
Five-year vesting period (10 year contractual life)
|
573,793
|
|
|
16.7
|
%
|
Ten-year vesting period (12 year contractual life)
|
232,566
|
|
|
6.7
|
%
|
|
3,451,698
|
|
|
100.0
|
%
|
Weighted Average Assumptions
|
|
2014
|
|
2015
|
|
2016
|
|||
Expected volatility
|
|
34.0
|
%
|
|
28.4
|
%
|
|
27.2
|
%
|
Risk-free interest rate
|
|
2.04
|
%
|
|
1.70
|
%
|
|
1.32
|
%
|
Expected dividend yield
|
|
4
|
%
|
|
5
|
%
|
|
7
|
%
|
Expected life
|
|
6.7 years
|
|
|
5.4 years
|
|
|
5.6 years
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2015
|
3,688,814
|
|
|
$
|
27.79
|
|
|
|
|
|
|
|
Granted
|
1,445,582
|
|
|
34.02
|
|
|
|
|
|
|
||
Exercised
|
(1,521,377
|
)
|
|
24.05
|
|
|
|
|
|
|
||
Forfeited
|
(117,078
|
)
|
|
31.92
|
|
|
|
|
|
|
||
Expired
|
(44,243
|
)
|
|
36.67
|
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
3,451,698
|
|
|
$
|
31.79
|
|
|
6.90
|
|
$
|
13,484
|
|
Options exercisable at December 31, 2016
|
1,450,997
|
|
|
$
|
26.38
|
|
|
4.42
|
|
$
|
11,422
|
|
Options expected to vest
|
1,906,425
|
|
|
$
|
35.73
|
|
|
8.68
|
|
$
|
1,987
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Aggregate intrinsic value of stock options exercised
|
$
|
23,178
|
|
|
$
|
9,056
|
|
|
$
|
18,298
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cash dividends accrued on RSUs
|
$
|
3,698
|
|
|
$
|
2,508
|
|
|
$
|
2,525
|
|
Cash dividends paid on RSUs
|
1,377
|
|
|
2,927
|
|
|
2,363
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Fair value of RSUs vested
|
$
|
22,535
|
|
|
$
|
24,345
|
|
|
$
|
22,236
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cash dividends accrued on PUs
|
$
|
1,341
|
|
|
$
|
874
|
|
|
$
|
1,078
|
|
Cash dividends paid on PUs
|
312
|
|
|
1,015
|
|
|
645
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Fair value of earned PUs that vested
|
$
|
1,216
|
|
|
$
|
2,107
|
|
|
$
|
5,748
|
|
|
Original
PU Awards
|
|
PU Adjustment(1)
|
|
Total
PU Awards
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||||
Non-vested at December 31, 2015
|
520,764
|
|
|
(86,959
|
)
|
|
433,805
|
|
|
$
|
34.11
|
|
Granted
|
231,672
|
|
|
—
|
|
|
231,672
|
|
|
35.95
|
|
|
Vested
|
(163,176
|
)
|
|
—
|
|
|
(163,176
|
)
|
|
35.23
|
|
|
Forfeited/Performance or Market Conditions Not Achieved
|
(29,920
|
)
|
|
(34,079
|
)
|
|
(63,999
|
)
|
|
40.98
|
|
|
Non-vested at December 31, 2016
|
559,340
|
|
|
(121,038
|
)
|
|
438,302
|
|
|
$
|
33.67
|
|
(1)
|
Represents an increase or decrease in the number of original PUs awarded based on either the final performance criteria or market condition achievement at the end of the performance period of such PUs or a change in estimated awards based on the forecasted performance against the predefined targets.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Income (loss) from continuing operations
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
103,880
|
|
Less: Net income (loss) attributed to noncontrolling interests
|
2,627
|
|
|
1,962
|
|
|
2,409
|
|
|||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
$
|
326,328
|
|
|
$
|
123,241
|
|
|
$
|
101,471
|
|
(Loss) income from discontinued operations, net of tax
|
$
|
(209
|
)
|
|
$
|
—
|
|
|
$
|
3,353
|
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
|
|
|
|
|
||||||
Weighted-average shares—basic
|
195,278,000
|
|
|
210,764,000
|
|
|
246,178,000
|
|
|||
Effect of dilutive potential stock options
|
913,926
|
|
|
834,659
|
|
|
574,954
|
|
|||
Effect of dilutive potential RSUs and PUs
|
557,269
|
|
|
519,426
|
|
|
514,044
|
|
|||
Weighted-average shares—diluted
|
196,749,195
|
|
|
212,118,085
|
|
|
247,266,998
|
|
|||
|
|
|
|
|
|
||||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
1.68
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
||||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
1.66
|
|
|
$
|
0.58
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
872,039
|
|
|
1,435,297
|
|
|
1,790,362
|
|
(1)
|
Columns may not foot due to rounding.
|
Year Ended December 31,
|
|
Balance at
Beginning of
the Year
|
|
Credit Memos
Charged to
Revenue
|
|
Allowance for
Bad Debts
Charged to
Expense
|
|
Other(1)
|
|
Deductions(2)
|
|
Balance at
End of
the Year
|
||||||||||||
2014
|
|
$
|
34,645
|
|
|
$
|
47,137
|
|
|
$
|
14,209
|
|
|
$
|
(572
|
)
|
|
$
|
(63,278
|
)
|
|
$
|
32,141
|
|
2015
|
|
32,141
|
|
|
42,497
|
|
|
15,326
|
|
|
(4,511
|
)
|
|
(54,006
|
)
|
|
31,447
|
|
||||||
2016
|
|
31,447
|
|
|
37,616
|
|
|
8,705
|
|
|
16,528
|
|
|
(50,006
|
)
|
|
44,290
|
|
(1)
|
Primarily consists of recoveries of previously written-off accounts receivable, allowances of businesses acquired (primarily Recall in 2016) and the impact associated with currency translation adjustments.
|
(2)
|
Primarily consists of the issuance of credit memos and the write-off of accounts receivable.
|
|
|
|
Fair Value Measurements at
December 31, 2015 Using
|
||||||||||||
Description
|
Total Carrying
Value at December 31, 2015 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Time Deposits(1)
|
$
|
18,645
|
|
|
$
|
—
|
|
|
$
|
18,645
|
|
|
$
|
—
|
|
Trading Securities
|
10,371
|
|
|
9,514
|
|
(2)
|
857
|
|
(1)
|
—
|
|
||||
Available-for-Sale Securities
|
624
|
|
|
624
|
|
(2)
|
—
|
|
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 Using
|
|||||||||||||
Description
|
Total Carrying
Value at December 31, 2016 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|||||||||
Time Deposits(1)
|
$
|
22,240
|
|
|
$
|
—
|
|
|
$
|
22,240
|
|
|
$
|
—
|
|
|
Trading Securities
|
10,659
|
|
|
10,181
|
|
(2
|
)
|
478
|
|
(1)
|
—
|
|
(1)
|
Time deposits and certain trading securities (included in Prepaid expenses and other in our Consolidated Balance Sheets) are measured based on quoted prices for similar assets and/or subsequent transactions.
|
(2)
|
Available-for-sale securities and certain trading securities are measured at fair value using quoted market prices.
|
|
Foreign Currency
Translation
Adjustments
|
|
Market Value
Adjustments
for Securities
|
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
(9,586
|
)
|
|
$
|
926
|
|
|
$
|
(8,660
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(66,424
|
)
|
|
—
|
|
|
(66,424
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
53
|
|
|
53
|
|
|||
Total other comprehensive (loss) income
|
(66,424
|
)
|
|
53
|
|
|
(66,371
|
)
|
|||
Balance as of December 31, 2014
|
$
|
(76,010
|
)
|
|
$
|
979
|
|
|
$
|
(75,031
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(99,641
|
)
|
|
—
|
|
|
(99,641
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
(245
|
)
|
|
(245
|
)
|
|||
Total other comprehensive (loss) income
|
(99,641
|
)
|
|
(245
|
)
|
|
(99,886
|
)
|
|||
Balance as of December 31, 2015
|
$
|
(175,651
|
)
|
|
$
|
734
|
|
|
$
|
(174,917
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(36,922
|
)
|
|
—
|
|
|
(36,922
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
(734
|
)
|
|
(734
|
)
|
|||
Total other comprehensive (loss) income
|
(36,922
|
)
|
|
(734
|
)
|
|
(37,656
|
)
|
|||
Balance as of December 31, 2016
|
$
|
(212,573
|
)
|
|
$
|
—
|
|
|
$
|
(212,573
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Foreign currency transaction losses, net
|
$
|
58,316
|
|
|
$
|
70,851
|
|
|
$
|
20,413
|
|
Debt extinguishment expense, net
|
16,495
|
|
|
27,305
|
|
|
9,283
|
|
|||
Other, net
|
(9,624
|
)
|
|
434
|
|
|
14,604
|
|
|||
|
$
|
65,187
|
|
|
$
|
98,590
|
|
|
$
|
44,300
|
|
i.
|
Accounting for Commissions
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Net payments
|
$
|
21,125
|
|
|
$
|
22,705
|
|
|
$
|
—
|
|
|
|
|
|
Amount of Loss (Gain)
Recognized in Income
on Derivatives
|
||||||||||
|
|
|
|
December 31,
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Loss (Gain)
Recognized in Income on
Derivative
|
|
2014
|
|
2015
|
|
2016
|
||||||
Foreign exchange contracts
|
|
Other expense (income), net
|
|
$
|
18,016
|
|
|
$
|
20,294
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Foreign exchange gains (losses)
|
$
|
6,385
|
|
|
$
|
3,284
|
|
|
$
|
1,107
|
|
Less: Tax (expense) benefit on foreign exchange gains (losses)
|
(57
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gains (losses), net of tax
|
$
|
6,328
|
|
|
$
|
3,284
|
|
|
$
|
1,107
|
|
|
December 31, 2015
|
||||||||||||||
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||
Revolving Credit Facility(1)
|
$
|
784,438
|
|
|
$
|
(9,410
|
)
|
|
$
|
775,028
|
|
|
$
|
784,438
|
|
Term Loan(1)
|
243,750
|
|
|
—
|
|
|
243,750
|
|
|
243,750
|
|
||||
6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4)
|
1,000,000
|
|
|
(16,124
|
)
|
|
983,876
|
|
|
1,052,500
|
|
||||
6
1
/
8
% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(2)(5)
|
144,190
|
|
|
(1,924
|
)
|
|
142,266
|
|
|
147,074
|
|
||||
6
1
/
8
% GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6)
|
592,140
|
|
|
(8,757
|
)
|
|
583,383
|
|
|
606,944
|
|
||||
6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3)
|
600,000
|
|
|
(8,420
|
)
|
|
591,580
|
|
|
618,000
|
|
||||
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")(2)(3)
|
1,000,000
|
|
|
(11,902
|
)
|
|
988,098
|
|
|
961,200
|
|
||||
Real Estate Mortgages, Capital Leases and Other(7)
|
333,559
|
|
|
(1,070
|
)
|
|
332,489
|
|
|
333,559
|
|
||||
Accounts Receivable Securitization Program(8)
|
205,900
|
|
|
(692
|
)
|
|
205,208
|
|
|
205,900
|
|
||||
Total Long-term Debt
|
4,903,977
|
|
|
(58,299
|
)
|
|
4,845,678
|
|
|
|
|
||||
Less Current Portion
|
(88,068
|
)
|
|
—
|
|
|
(88,068
|
)
|
|
|
|
||||
Long-term Debt, Net of Current Portion
|
$
|
4,815,909
|
|
|
$
|
(58,299
|
)
|
|
$
|
4,757,610
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value |
||||||||
Revolving Credit Facility(1)
|
$
|
953,548
|
|
|
$
|
(7,530
|
)
|
|
$
|
946,018
|
|
|
$
|
953,548
|
|
Term Loan(1)
|
234,375
|
|
|
—
|
|
|
234,375
|
|
|
234,375
|
|
||||
Australian Dollar Term Loan (the "AUD Term Loan")(9)
|
177,198
|
|
|
(3,774
|
)
|
|
173,424
|
|
|
178,923
|
|
||||
6% Notes due 2020(2)(3)(4)
|
1,000,000
|
|
|
(12,730
|
)
|
|
987,270
|
|
|
1,052,500
|
|
||||
4
3
/
8
% Senior Notes due 2021 ("the 4
3
/
8
% Notes")(2)(3)(4)
|
500,000
|
|
|
(7,593
|
)
|
|
492,407
|
|
|
511,250
|
|
||||
CAD Notes due 2021(2)(5)
|
148,792
|
|
|
(1,635
|
)
|
|
147,157
|
|
|
155,860
|
|
||||
GBP Notes(2)(4)(6)
|
493,648
|
|
|
(6,214
|
)
|
|
487,434
|
|
|
527,562
|
|
||||
6% Notes due 2023(2)(3)
|
600,000
|
|
|
(7,322
|
)
|
|
592,678
|
|
|
637,500
|
|
||||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(4)(5)
|
185,990
|
|
|
(3,498
|
)
|
|
182,492
|
|
|
188,780
|
|
||||
5
3
/
4
% Notes(2)(3)
|
1,000,000
|
|
|
(10,529
|
)
|
|
989,471
|
|
|
1,027,500
|
|
||||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")(2)(4)(10)
|
250,000
|
|
|
(4,044
|
)
|
|
245,956
|
|
|
242,500
|
|
||||
Real Estate Mortgages, Capital Leases and Other(7)
|
478,565
|
|
|
(1,277
|
)
|
|
477,288
|
|
|
478,565
|
|
||||
Accounts Receivable Securitization Program(8)
|
247,000
|
|
|
(384
|
)
|
|
246,616
|
|
|
247,000
|
|
||||
Mortgage Securitization Program(11)
|
50,000
|
|
|
(1,405
|
)
|
|
48,595
|
|
|
50,000
|
|
||||
Total Long-term Debt
|
6,319,116
|
|
|
(67,935
|
)
|
|
6,251,181
|
|
|
|
|
||||
Less Current Portion
|
(172,975
|
)
|
|
—
|
|
|
(172,975
|
)
|
|
|
|||||
Long-term Debt, Net of Current Portion
|
$
|
6,146,141
|
|
|
$
|
(67,935
|
)
|
|
$
|
6,078,206
|
|
|
|
|
(1)
|
The capital stock or other equity interests of most of our United States subsidiaries, and up to
66%
of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure these debt instruments, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC ("Canada Company") has pledged
66%
of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under both the Former Revolving Credit Facility and the Revolving Credit Facility (each of which is defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.s.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2015 and 2016, respectively.
|
(2)
|
The fair values (Level 1 of fair value hierarchy described at Note 2.s.) of these debt instruments are based on quoted market prices for these notes on December 31,
2015
and
2016
, respectively.
|
(3)
|
Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by its direct and indirect
100%
owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC ("IME"), the Accounts Receivable Securitization Special Purpose Subsidiaries (as defined below), the Mortgage Securitization Special Purpose Subsidiary (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes. See Note 5.
|
(4)
|
The 6% Notes due 2020, the 4
3
/
8
% Notes, the GBP Notes, the CAD Notes due 2023 and the 5
3
/
8
% Notes (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
|
(5)
|
Canada Company is the direct obligor on the CAD Notes due 2021 and the CAD Notes due 2023 (collectively, the "CAD Notes"), which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
|
(6)
|
IME is the direct obligor on the GBP Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
|
(7)
|
Includes (i) real estate mortgages of
$2,713
and
$20,884
as of December 31,
2015
and
2016
, respectively, which bear interest at approximately
4.9%
as of December 31, 2015 and
4.4%
as of December 31, 2016 and are payable in various installments through 2021, (ii) capital lease obligations of
$235,348
and
$309,860
as of December 31,
2015
and
2016
, respectively, which bear a weighted average interest rate of
7.2%
at December 31,
2015
and
4.6%
at December 31,
2016
, and (iii) other notes and other obligations, which were assumed by us as a result of certain acquisitions, of
$95,498
and
$147,821
as of December 31,
2015
and
2016
, respectively, and bear a weighted average interest rate of
12.6%
as of both December 31,
2015
and
2016
, respectively. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
(8)
|
The Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
(9)
|
The fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of
$1,725
as of December 31, 2016.
|
(10)
|
Iron Mountain US Holdings, Inc. ("IM US Holdings"), a
100%
owned subsidiary of IMI and one of the Guarantors, is the direct obligor on the 5
3
/
8
% Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 5.
|
(11)
|
The Mortgage Securitization Special Purpose Subsidiary is the obligor under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
|
December 31, 2015
|
|
December 31, 2016
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.6
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.6
|
|
|
2.7
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.5
|
|
|
5.2
|
|
|
Maximum allowable of 6.5
|
Fixed charge coverage ratio
|
2.4
|
|
|
2.4
|
|
|
Minimum allowable of 1.5
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Commitment fees and letters of credit fees
|
$
|
3,322
|
|
|
$
|
3,743
|
|
|
$
|
3,533
|
|
•
|
$1,000,000
principal amount of senior notes maturing on October 1, 2020 and bearing interest at a rate of
6%
per annum, payable semi-annually in arrears on April 1 and October 1;
|
•
|
$500,000
principal amount of senior notes maturing on June 1, 2021 and bearing interest at a rate of
4
3
/
8
%
per annum, payable semi-annually in arrears on December 1 and June 1;
|
•
|
200,000
CAD principal amount of senior notes maturing on August 15, 2021 and bearing interest at a rate of
6
1
/
8
%
per annum, payable semi-annually in arrears on February 15 and August 15;
|
•
|
400,000
British pounds sterling principal amount of senior notes maturing on September 15, 2022 and bearing interest at a rate of
6
1
/
8
%
per annum, payable semi-annually in arrears on March 15 and September 15;
|
•
|
$600,000
principal amount of senior notes maturing on August 15, 2023 and bearing interest at a rate of
6%
per annum, payable semi-annually in arrears on February 15 and August 15;
|
•
|
250,000
CAD principal amount of senior notes maturing on September 15, 2023 and bearing interest at a rate of
5
3
/
8
%
per annum, payable semi-annually in arrears on March 15 and September 15;
|
•
|
$1,000,000
principal amount of senior subordinated notes maturing on August 15, 2024 and bearing interest at a rate of
5
3
/
4
%
per annum, payable semi-annually in arrears on February 15 and August 15; and
|
•
|
$250,000
principal amount of senior notes maturing on June 1, 2026 and bearing interest at a rate of
5
3
/
8
%
per annum, payable semi-annually in arrears on December 1 and June 1.
|
Redemption Date
|
|
6% Notes due 2020
October 1,
|
|
4
3
/
8
% Notes June 1,
|
|
CAD Notes
due 2021
August 15,
|
|
GBP Notes
September 15,
|
|
6% Notes due 2023
August 15,
|
|
CAD Notes due 2023
September 15, |
|
5
3
/
4
% Notes
August 15,
|
|
5
3
/
8
% Notes June 1,
|
|
||||||||
2017
|
|
103.000
|
%
|
(1)
|
—
|
|
|
103.063
|
%
|
(1)
|
104.594
|
%
|
(1)
|
—
|
|
|
—
|
|
|
102.875
|
%
|
(1)
|
—
|
|
|
2018
|
|
101.500
|
%
|
|
102.188
|
%
|
(1)
|
101.531
|
%
|
|
103.063
|
%
|
|
103.000
|
%
|
(1)
|
—
|
|
|
101.917
|
%
|
|
—
|
|
|
2019
|
|
100.000
|
%
|
|
101.094
|
%
|
|
100.000
|
%
|
|
101.531
|
%
|
|
102.000
|
%
|
|
104.031
|
%
|
(1)
|
100.958
|
%
|
|
—
|
|
|
2020
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
101.000
|
%
|
|
102.688
|
%
|
|
100.000
|
%
|
|
—
|
|
|
2021
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
101.344
|
%
|
|
100.000
|
%
|
|
102.688
|
%
|
(1)
|
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
101.792
|
%
|
|
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.896
|
%
|
|
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
2026
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
(1)
|
Prior to this date, the relevant notes are redeemable, at our option, in whole or in part, at a specified make-whole price.
|
Year
|
|
Amount
|
||
2017
|
|
$
|
172,975
|
|
2018
|
|
338,540
|
|
|
2019
|
|
1,218,880
|
|
|
2020
|
|
1,071,088
|
|
|
2021
|
|
678,713
|
|
|
Thereafter
|
|
2,840,645
|
|
|
|
|
6,320,841
|
|
|
Net Discounts
|
|
(1,725
|
)
|
|
Net Deferred Financing Costs
|
|
(67,935
|
)
|
|
Total Long-term Debt (including current portion)
|
|
$
|
6,251,181
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
151
|
|
|
$
|
7,803
|
|
|
$
|
13,182
|
|
|
$
|
107,245
|
|
|
$
|
—
|
|
|
$
|
128,381
|
|
Accounts receivable
|
—
|
|
|
18,917
|
|
|
30,428
|
|
|
515,056
|
|
|
—
|
|
|
564,401
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,038,141
|
|
|
—
|
|
|
—
|
|
|
(1,038,141
|
)
|
|
—
|
|
||||||
Other current assets
|
898
|
|
|
107,235
|
|
|
2,305
|
|
|
54,721
|
|
|
(29
|
)
|
|
165,130
|
|
||||||
Total Current Assets
|
1,049
|
|
|
1,172,096
|
|
|
45,915
|
|
|
677,022
|
|
|
(1,038,170
|
)
|
|
857,912
|
|
||||||
Property, Plant and Equipment, Net
|
661
|
|
|
1,633,885
|
|
|
137,100
|
|
|
725,512
|
|
|
—
|
|
|
2,497,158
|
|
||||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term notes receivable from affiliates and intercompany receivable
|
3,325,005
|
|
|
1,869
|
|
|
—
|
|
|
—
|
|
|
(3,326,874
|
)
|
|
—
|
|
||||||
Investment in subsidiaries
|
727,710
|
|
|
459,429
|
|
|
27,731
|
|
|
2,862
|
|
|
(1,217,732
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,640,130
|
|
|
152,975
|
|
|
567,873
|
|
|
—
|
|
|
2,360,978
|
|
||||||
Other
|
623
|
|
|
414,407
|
|
|
22,637
|
|
|
196,872
|
|
|
—
|
|
|
634,539
|
|
||||||
Total Other Assets, Net
|
4,053,338
|
|
|
2,515,835
|
|
|
203,343
|
|
|
767,607
|
|
|
(4,544,606
|
)
|
|
2,995,517
|
|
||||||
Total Assets
|
$
|
4,055,048
|
|
|
$
|
5,321,816
|
|
|
$
|
386,358
|
|
|
$
|
2,170,141
|
|
|
$
|
(5,582,776
|
)
|
|
$
|
6,350,587
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany Payable
|
$
|
879,649
|
|
|
$
|
—
|
|
|
$
|
5,892
|
|
|
$
|
152,600
|
|
|
$
|
(1,038,141
|
)
|
|
$
|
—
|
|
Current Portion of Long-term Debt
|
—
|
|
|
41,159
|
|
|
—
|
|
|
46,938
|
|
|
(29
|
)
|
|
88,068
|
|
||||||
Total Other Current Liabilities
|
56,740
|
|
|
463,556
|
|
|
26,804
|
|
|
206,663
|
|
|
—
|
|
|
753,763
|
|
||||||
Long-term Debt, Net of Current Portion
|
2,608,818
|
|
|
674,798
|
|
|
284,798
|
|
|
1,189,196
|
|
|
—
|
|
|
4,757,610
|
|
||||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
1,000
|
|
|
3,325,005
|
|
|
869
|
|
|
—
|
|
|
(3,326,874
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
—
|
|
|
119,454
|
|
|
37,402
|
|
|
65,683
|
|
|
—
|
|
|
222,539
|
|
||||||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Iron Mountain Incorporated Stockholders' Equity
|
508,841
|
|
|
697,844
|
|
|
30,593
|
|
|
489,295
|
|
|
(1,217,732
|
)
|
|
508,841
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19,766
|
|
|
—
|
|
|
19,766
|
|
||||||
Total Equity
|
508,841
|
|
|
697,844
|
|
|
30,593
|
|
|
509,061
|
|
|
(1,217,732
|
)
|
|
528,607
|
|
||||||
Total Liabilities and Equity
|
$
|
4,055,048
|
|
|
$
|
5,321,816
|
|
|
$
|
386,358
|
|
|
$
|
2,170,141
|
|
|
$
|
(5,582,776
|
)
|
|
$
|
6,350,587
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
2,405
|
|
|
$
|
23,380
|
|
|
$
|
17,110
|
|
|
$
|
193,589
|
|
|
$
|
—
|
|
|
$
|
236,484
|
|
Accounts receivable
|
—
|
|
|
53,364
|
|
|
37,781
|
|
|
600,104
|
|
|
—
|
|
|
691,249
|
|
||||||
Intercompany receivable
|
—
|
|
|
653,008
|
|
|
21,114
|
|
|
—
|
|
|
(674,122
|
)
|
|
—
|
|
||||||
Other current assets
|
—
|
|
|
70,660
|
|
|
4,967
|
|
|
108,776
|
|
|
(29
|
)
|
|
184,374
|
|
||||||
Total Current Assets
|
2,405
|
|
|
800,412
|
|
|
80,972
|
|
|
902,469
|
|
|
(674,151
|
)
|
|
1,112,107
|
|
||||||
Property, Plant and Equipment, Net
|
483
|
|
|
1,804,991
|
|
|
159,391
|
|
|
1,118,461
|
|
|
—
|
|
|
3,083,326
|
|
||||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,014,330
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
(4,015,330
|
)
|
|
—
|
|
||||||
Investment in subsidiaries
|
1,659,518
|
|
|
699,411
|
|
|
35,504
|
|
|
77,449
|
|
|
(2,471,882
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
2,602,784
|
|
|
217,422
|
|
|
1,084,815
|
|
|
—
|
|
|
3,905,021
|
|
||||||
Other
|
—
|
|
|
765,698
|
|
|
49,570
|
|
|
571,078
|
|
|
—
|
|
|
1,386,346
|
|
||||||
Total Other Assets, Net
|
5,673,848
|
|
|
4,068,893
|
|
|
302,496
|
|
|
1,733,342
|
|
|
(6,487,212
|
)
|
|
5,291,367
|
|
||||||
Total Assets
|
$
|
5,676,736
|
|
|
$
|
6,674,296
|
|
|
$
|
542,859
|
|
|
$
|
3,754,272
|
|
|
$
|
(7,161,363
|
)
|
|
$
|
9,486,800
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany Payable
|
$
|
558,492
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,630
|
|
|
$
|
(674,122
|
)
|
|
$
|
—
|
|
Current Portion of Long-term Debt
|
—
|
|
|
51,456
|
|
|
—
|
|
|
121,548
|
|
|
(29
|
)
|
|
172,975
|
|
||||||
Total Other Current Liabilities
|
58,478
|
|
|
488,194
|
|
|
40,442
|
|
|
286,468
|
|
|
—
|
|
|
873,582
|
|
||||||
Long-term Debt, Net of Current Portion
|
3,093,388
|
|
|
1,055,642
|
|
|
335,410
|
|
|
1,593,766
|
|
|
—
|
|
|
6,078,206
|
|
||||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
1,000
|
|
|
4,014,330
|
|
|
—
|
|
|
—
|
|
|
(4,015,330
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
—
|
|
|
127,715
|
|
|
54,054
|
|
|
188,900
|
|
|
—
|
|
|
370,669
|
|
||||||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable Noncontrolling Interests (see Note 2.x.)
|
28,831
|
|
|
—
|
|
|
—
|
|
|
25,866
|
|
|
—
|
|
|
54,697
|
|
||||||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,936,547
|
|
|
936,959
|
|
|
112,953
|
|
|
1,421,970
|
|
|
(2,471,882
|
)
|
|
1,936,547
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||||
Total Equity
|
1,936,547
|
|
|
936,959
|
|
|
112,953
|
|
|
1,422,094
|
|
|
(2,471,882
|
)
|
|
1,936,671
|
|
||||||
Total Liabilities and Equity
|
$
|
5,676,736
|
|
|
$
|
6,674,296
|
|
|
$
|
542,859
|
|
|
$
|
3,754,272
|
|
|
$
|
(7,161,363
|
)
|
|
$
|
9,486,800
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage rental
|
$
|
—
|
|
|
$
|
1,208,380
|
|
|
$
|
124,551
|
|
|
$
|
527,312
|
|
|
$
|
—
|
|
|
$
|
1,860,243
|
|
Service
|
—
|
|
|
749,711
|
|
|
68,669
|
|
|
439,070
|
|
|
—
|
|
|
1,257,450
|
|
||||||
Intercompany revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
64,794
|
|
|
(64,794
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
1,958,091
|
|
|
193,220
|
|
|
1,031,176
|
|
|
(64,794
|
)
|
|
3,117,693
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
793,274
|
|
|
23,040
|
|
|
528,322
|
|
|
—
|
|
|
1,344,636
|
|
||||||
Intercompany cost of sales
|
—
|
|
|
—
|
|
|
64,794
|
|
|
—
|
|
|
(64,794
|
)
|
|
—
|
|
||||||
Selling, general and administrative
|
1,182
|
|
|
580,568
|
|
|
13,304
|
|
|
274,518
|
|
|
—
|
|
|
869,572
|
|
||||||
Depreciation and amortization
|
225
|
|
|
214,341
|
|
|
11,797
|
|
|
126,780
|
|
|
—
|
|
|
353,143
|
|
||||||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
829
|
|
|
173
|
|
|
63
|
|
|
—
|
|
|
1,065
|
|
||||||
Total Operating Expenses
|
1,407
|
|
|
1,589,012
|
|
|
113,108
|
|
|
929,683
|
|
|
(64,794
|
)
|
|
2,568,416
|
|
||||||
Operating (Loss) Income
|
(1,407
|
)
|
|
369,079
|
|
|
80,112
|
|
|
101,493
|
|
|
—
|
|
|
549,277
|
|
||||||
Interest Expense (Income), Net
|
187,650
|
|
|
(23,295
|
)
|
|
36,946
|
|
|
59,416
|
|
|
—
|
|
|
260,717
|
|
||||||
Other Expense (Income), Net
|
78
|
|
|
(203,380
|
)
|
|
(91
|
)
|
|
268,580
|
|
|
—
|
|
|
65,187
|
|
||||||
(Loss) Income from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Sale of Real Estate
|
(189,135
|
)
|
|
595,754
|
|
|
43,257
|
|
|
(226,503
|
)
|
|
—
|
|
|
223,373
|
|
||||||
(Benefit) Provision for Income Taxes
|
—
|
|
|
(114,947
|
)
|
|
12,876
|
|
|
4,796
|
|
|
—
|
|
|
(97,275
|
)
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(196
|
)
|
|
(832
|
)
|
|
(7,279
|
)
|
|
—
|
|
|
(8,307
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(515,254
|
)
|
|
196,310
|
|
|
(992
|
)
|
|
(31,215
|
)
|
|
351,151
|
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
326,119
|
|
|
514,587
|
|
|
32,205
|
|
|
(192,805
|
)
|
|
(351,151
|
)
|
|
328,955
|
|
||||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(937
|
)
|
|
—
|
|
|
728
|
|
|
—
|
|
|
(209
|
)
|
||||||
Net Income (Loss)
|
326,119
|
|
|
513,650
|
|
|
32,205
|
|
|
(192,077
|
)
|
|
(351,151
|
)
|
|
328,746
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2,627
|
|
|
—
|
|
|
2,627
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
326,119
|
|
|
$
|
513,650
|
|
|
$
|
32,205
|
|
|
$
|
(194,704
|
)
|
|
$
|
(351,151
|
)
|
|
$
|
326,119
|
|
Net Income (Loss)
|
$
|
326,119
|
|
|
$
|
513,650
|
|
|
$
|
32,205
|
|
|
$
|
(192,077
|
)
|
|
$
|
(351,151
|
)
|
|
$
|
328,746
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
6,328
|
|
|
47
|
|
|
(10,306
|
)
|
|
(62,936
|
)
|
|
—
|
|
|
(66,867
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(72,662
|
)
|
|
(73,696
|
)
|
|
288
|
|
|
(10,306
|
)
|
|
156,376
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(66,334
|
)
|
|
(73,596
|
)
|
|
(10,018
|
)
|
|
(73,242
|
)
|
|
156,376
|
|
|
(66,814
|
)
|
||||||
Comprehensive Income (Loss)
|
259,785
|
|
|
440,054
|
|
|
22,187
|
|
|
(265,319
|
)
|
|
(194,775
|
)
|
|
261,932
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2,184
|
|
|
—
|
|
|
2,184
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
259,785
|
|
|
$
|
440,054
|
|
|
$
|
22,187
|
|
|
$
|
(267,503
|
)
|
|
$
|
(194,775
|
)
|
|
$
|
259,748
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage rental
|
$
|
—
|
|
|
$
|
1,227,876
|
|
|
$
|
118,908
|
|
|
$
|
491,113
|
|
|
$
|
—
|
|
|
$
|
1,837,897
|
|
Service
|
—
|
|
|
736,101
|
|
|
61,717
|
|
|
372,261
|
|
|
—
|
|
|
1,170,079
|
|
||||||
Intercompany revenues
|
—
|
|
|
3,476
|
|
|
—
|
|
|
71,516
|
|
|
(74,992
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
1,967,453
|
|
|
180,625
|
|
|
934,890
|
|
|
(74,992
|
)
|
|
3,007,976
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
790,426
|
|
|
25,213
|
|
|
474,386
|
|
|
—
|
|
|
1,290,025
|
|
||||||
Intercompany cost of sales
|
—
|
|
|
13,384
|
|
|
58,132
|
|
|
3,476
|
|
|
(74,992
|
)
|
|
—
|
|
||||||
Selling, general and administrative
|
117
|
|
|
595,491
|
|
|
14,734
|
|
|
234,618
|
|
|
—
|
|
|
844,960
|
|
||||||
Depreciation and amortization
|
181
|
|
|
224,443
|
|
|
12,427
|
|
|
108,413
|
|
|
—
|
|
|
345,464
|
|
||||||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
962
|
|
|
41
|
|
|
1,997
|
|
|
—
|
|
|
3,000
|
|
||||||
Total Operating Expenses
|
298
|
|
|
1,624,706
|
|
|
110,547
|
|
|
822,890
|
|
|
(74,992
|
)
|
|
2,483,449
|
|
||||||
Operating (Loss) Income
|
(298
|
)
|
|
342,747
|
|
|
70,078
|
|
|
112,000
|
|
|
—
|
|
|
524,527
|
|
||||||
Interest Expense (Income), Net
|
159,848
|
|
|
(30,559
|
)
|
|
36,521
|
|
|
98,061
|
|
|
—
|
|
|
263,871
|
|
||||||
Other Expense (Income), Net
|
23,675
|
|
|
(82,820
|
)
|
|
55,230
|
|
|
102,505
|
|
|
—
|
|
|
98,590
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
(183,821
|
)
|
|
456,126
|
|
|
(21,673
|
)
|
|
(88,566
|
)
|
|
—
|
|
|
162,066
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
13,632
|
|
|
12,787
|
|
|
11,294
|
|
|
—
|
|
|
37,713
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(850
|
)
|
|
—
|
|
|
(850
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(307,062
|
)
|
|
135,722
|
|
|
(2,552
|
)
|
|
34,460
|
|
|
139,432
|
|
|
—
|
|
||||||
Net Income (Loss)
|
123,241
|
|
|
306,772
|
|
|
(31,908
|
)
|
|
(133,470
|
)
|
|
(139,432
|
)
|
|
125,203
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,962
|
|
|
—
|
|
|
1,962
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
123,241
|
|
|
$
|
306,772
|
|
|
$
|
(31,908
|
)
|
|
$
|
(135,432
|
)
|
|
$
|
(139,432
|
)
|
|
$
|
123,241
|
|
Net Income (Loss)
|
$
|
123,241
|
|
|
$
|
306,772
|
|
|
$
|
(31,908
|
)
|
|
$
|
(133,470
|
)
|
|
$
|
(139,432
|
)
|
|
$
|
125,203
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
3,284
|
|
|
—
|
|
|
(19,003
|
)
|
|
(85,251
|
)
|
|
—
|
|
|
(100,970
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(245
|
)
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(103,170
|
)
|
|
(103,521
|
)
|
|
(3,176
|
)
|
|
(19,003
|
)
|
|
228,870
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(99,886
|
)
|
|
(103,766
|
)
|
|
(22,179
|
)
|
|
(104,254
|
)
|
|
228,870
|
|
|
(101,215
|
)
|
||||||
Comprehensive Income (Loss)
|
23,355
|
|
|
203,006
|
|
|
(54,087
|
)
|
|
(237,724
|
)
|
|
89,438
|
|
|
23,988
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
633
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
23,355
|
|
|
$
|
203,006
|
|
|
$
|
(54,087
|
)
|
|
$
|
(238,357
|
)
|
|
$
|
89,438
|
|
|
$
|
23,355
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage rental
|
$
|
—
|
|
|
$
|
1,341,840
|
|
|
$
|
125,335
|
|
|
$
|
675,730
|
|
|
$
|
—
|
|
|
$
|
2,142,905
|
|
Service
|
—
|
|
|
822,515
|
|
|
64,147
|
|
|
481,886
|
|
|
—
|
|
|
1,368,548
|
|
||||||
Intercompany revenues
|
—
|
|
|
3,994
|
|
|
—
|
|
|
80,788
|
|
|
(84,782
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
2,168,349
|
|
|
189,482
|
|
|
1,238,404
|
|
|
(84,782
|
)
|
|
3,511,453
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
895,595
|
|
|
29,418
|
|
|
642,764
|
|
|
—
|
|
|
1,567,777
|
|
||||||
Intercompany cost of sales
|
—
|
|
|
17,496
|
|
|
63,292
|
|
|
3,994
|
|
|
(84,782
|
)
|
|
—
|
|
||||||
Selling, general and administrative
|
668
|
|
|
668,975
|
|
|
17,786
|
|
|
300,903
|
|
|
—
|
|
|
988,332
|
|
||||||
Depreciation and amortization
|
179
|
|
|
272,831
|
|
|
15,480
|
|
|
163,836
|
|
|
—
|
|
|
452,326
|
|
||||||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
1,328
|
|
|
310
|
|
|
(226
|
)
|
|
—
|
|
|
1,412
|
|
||||||
Total Operating Expenses
|
847
|
|
|
1,856,225
|
|
|
126,286
|
|
|
1,111,271
|
|
|
(84,782
|
)
|
|
3,009,847
|
|
||||||
Operating (Loss) Income
|
(847
|
)
|
|
312,124
|
|
|
63,196
|
|
|
127,133
|
|
|
—
|
|
|
501,606
|
|
||||||
Interest Expense (Income), Net
|
110,659
|
|
|
(7,741
|
)
|
|
40,546
|
|
|
167,198
|
|
|
—
|
|
|
310,662
|
|
||||||
Other Expense (Income), Net
|
71,335
|
|
|
(13,247
|
)
|
|
10,341
|
|
|
(24,129
|
)
|
|
—
|
|
|
44,300
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
(182,841
|
)
|
|
333,112
|
|
|
12,309
|
|
|
(15,936
|
)
|
|
—
|
|
|
146,644
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
30,860
|
|
|
7,354
|
|
|
6,730
|
|
|
—
|
|
|
44,944
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(2,121
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(2,180
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(287,665
|
)
|
|
(22,662
|
)
|
|
(5,040
|
)
|
|
(6,832
|
)
|
|
322,199
|
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
104,824
|
|
|
327,035
|
|
|
10,054
|
|
|
(15,834
|
)
|
|
(322,199
|
)
|
|
103,880
|
|
||||||
Income (Loss) from Discontinued Operations, Net of Tax
|
—
|
|
|
1,642
|
|
|
1,818
|
|
|
(107
|
)
|
|
—
|
|
|
3,353
|
|
||||||
Net Income (Loss)
|
104,824
|
|
|
328,677
|
|
|
11,872
|
|
|
(15,941
|
)
|
|
(322,199
|
)
|
|
107,233
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2,409
|
|
|
—
|
|
|
2,409
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
104,824
|
|
|
$
|
328,677
|
|
|
$
|
11,872
|
|
|
$
|
(18,350
|
)
|
|
$
|
(322,199
|
)
|
|
$
|
104,824
|
|
Net Income (Loss)
|
$
|
104,824
|
|
|
$
|
328,677
|
|
|
$
|
11,872
|
|
|
$
|
(15,941
|
)
|
|
$
|
(322,199
|
)
|
|
$
|
107,233
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
1,107
|
|
|
—
|
|
|
(6,123
|
)
|
|
(30,625
|
)
|
|
—
|
|
|
(35,641
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
(734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734
|
)
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(38,763
|
)
|
|
(3,164
|
)
|
|
(679
|
)
|
|
(6,123
|
)
|
|
48,729
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(37,656
|
)
|
|
(3,898
|
)
|
|
(6,802
|
)
|
|
(36,748
|
)
|
|
48,729
|
|
|
(36,375
|
)
|
||||||
Comprehensive Income (Loss)
|
67,168
|
|
|
324,779
|
|
|
5,070
|
|
|
(52,689
|
)
|
|
(273,470
|
)
|
|
70,858
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
3,690
|
|
|
—
|
|
|
3,690
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
67,168
|
|
|
$
|
324,779
|
|
|
$
|
5,070
|
|
|
$
|
(56,379
|
)
|
|
$
|
(273,470
|
)
|
|
$
|
67,168
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities-Continuing Operations
|
$
|
(192,058
|
)
|
|
$
|
452,577
|
|
|
$
|
55,538
|
|
|
$
|
156,891
|
|
|
$
|
—
|
|
|
$
|
472,948
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(217,924
|
)
|
|
(6,877
|
)
|
|
(137,123
|
)
|
|
—
|
|
|
(361,924
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(3,371
|
)
|
|
(29,016
|
)
|
|
(95,706
|
)
|
|
—
|
|
|
(128,093
|
)
|
||||||
Intercompany loans to subsidiaries
|
1,307,133
|
|
|
112,845
|
|
|
—
|
|
|
—
|
|
|
(1,419,978
|
)
|
|
—
|
|
||||||
Investment in subsidiaries
|
(48,203
|
)
|
|
(48,203
|
)
|
|
—
|
|
|
—
|
|
|
96,406
|
|
|
—
|
|
||||||
Acquisitions of customer relationships and customer inducements
|
—
|
|
|
(26,788
|
)
|
|
(2,140
|
)
|
|
(5,519
|
)
|
|
—
|
|
|
(34,447
|
)
|
||||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
2,641
|
|
|
1,871
|
|
|
39,974
|
|
|
—
|
|
|
44,486
|
|
||||||
Cash Flows from Investing Activities-Continuing Operations
|
1,258,930
|
|
|
(180,800
|
)
|
|
(36,162
|
)
|
|
(198,374
|
)
|
|
(1,323,572
|
)
|
|
(479,978
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of revolving credit and term loan facilities and other debt
|
—
|
|
|
(7,949,523
|
)
|
|
(667,505
|
)
|
|
(207,683
|
)
|
|
—
|
|
|
(8,824,711
|
)
|
||||||
Proceeds from revolving credit and term loan facilities and other debt
|
—
|
|
|
8,327,608
|
|
|
645,848
|
|
|
311,731
|
|
|
—
|
|
|
9,285,187
|
|
||||||
Early retirement of senior subordinated notes
|
(566,352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(566,352
|
)
|
||||||
Net proceeds from sales of senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
642,417
|
|
|
—
|
|
|
642,417
|
|
||||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
5,716
|
|
|
—
|
|
|
(20,486
|
)
|
|
—
|
|
|
(14,770
|
)
|
||||||
Intercompany loans from parent
|
—
|
|
|
(708,935
|
)
|
|
5,866
|
|
|
(716,909
|
)
|
|
1,419,978
|
|
|
—
|
|
||||||
Equity contribution from parent
|
—
|
|
|
48,203
|
|
|
—
|
|
|
48,203
|
|
|
(96,406
|
)
|
|
—
|
|
||||||
Parent cash dividends
|
(542,298
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(542,298
|
)
|
||||||
Net proceeds (payments) associated with employee stock-based awards
|
44,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,290
|
|
||||||
Excess tax deficiency from stock-based compensation
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||||
Payment of debt financing and stock issuance costs
|
(1,296
|
)
|
|
(499
|
)
|
|
(12
|
)
|
|
(2,039
|
)
|
|
—
|
|
|
(3,846
|
)
|
||||||
Cash Flows from Financing Activities-Continuing Operations
|
(1,065,716
|
)
|
|
(277,430
|
)
|
|
(15,803
|
)
|
|
55,234
|
|
|
1,323,572
|
|
|
19,857
|
|
||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
312
|
|
|
(7,732
|
)
|
|
—
|
|
|
(7,420
|
)
|
||||||
Increase (Decrease) in cash and cash equivalents
|
1,156
|
|
|
(5,653
|
)
|
|
3,885
|
|
|
6,019
|
|
|
—
|
|
|
5,407
|
|
||||||
Cash and cash equivalents, beginning of year
|
1,243
|
|
|
10,366
|
|
|
1,094
|
|
|
107,823
|
|
|
—
|
|
|
120,526
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
2,399
|
|
|
$
|
4,713
|
|
|
$
|
4,979
|
|
|
$
|
113,842
|
|
|
$
|
—
|
|
|
$
|
125,933
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
$
|
(161,287
|
)
|
|
$
|
568,491
|
|
|
$
|
39,181
|
|
|
$
|
95,375
|
|
|
$
|
—
|
|
|
$
|
541,760
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(189,693
|
)
|
|
(15,128
|
)
|
|
(85,428
|
)
|
|
—
|
|
|
(290,249
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(78,004
|
)
|
|
(5,260
|
)
|
|
(30,294
|
)
|
|
—
|
|
|
(113,558
|
)
|
||||||
Intercompany loans to subsidiaries
|
334,019
|
|
|
320,932
|
|
|
—
|
|
|
—
|
|
|
(654,951
|
)
|
|
—
|
|
||||||
Investment in subsidiaries
|
(25,276
|
)
|
|
(25,276
|
)
|
|
—
|
|
|
—
|
|
|
50,552
|
|
|
—
|
|
||||||
Decrease in restricted stock
|
33,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,860
|
|
||||||
Acquisitions of customer relationships and customer inducements
|
—
|
|
|
(44,578
|
)
|
|
(576
|
)
|
|
(9,957
|
)
|
|
—
|
|
|
(55,111
|
)
|
||||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
586
|
|
|
49
|
|
|
1,637
|
|
|
—
|
|
|
2,272
|
|
||||||
Cash Flows from Investing Activities
|
342,603
|
|
|
(16,033
|
)
|
|
(20,915
|
)
|
|
(124,042
|
)
|
|
(604,399
|
)
|
|
(422,786
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of revolving credit and term loan facilities and other debt
|
—
|
|
|
(8,456,352
|
)
|
|
(754,703
|
)
|
|
(1,585,818
|
)
|
|
—
|
|
|
(10,796,873
|
)
|
||||||
Proceeds from revolving credit and term loan facilities and other debt
|
47,198
|
|
|
8,220,200
|
|
|
835,101
|
|
|
1,823,210
|
|
|
—
|
|
|
10,925,709
|
|
||||||
Early retirement of senior subordinated notes
|
(814,728
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(814,728
|
)
|
||||||
Net proceeds from sales of senior notes
|
985,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
985,000
|
|
||||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
5,574
|
|
|
—
|
|
|
5,574
|
|
||||||
Intercompany loans from parent
|
—
|
|
|
(327,888
|
)
|
|
(94,038
|
)
|
|
(233,025
|
)
|
|
654,951
|
|
|
—
|
|
||||||
Equity contribution from parent
|
—
|
|
|
25,276
|
|
|
—
|
|
|
25,276
|
|
|
(50,552
|
)
|
|
—
|
|
||||||
Parent cash dividends
|
(406,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(406,508
|
)
|
||||||
Net proceeds (payments) associated with employee stock-based awards
|
7,149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,149
|
|
||||||
Excess tax benefit from employee stock-based awards
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
||||||
Payment of debt financing and stock issuance costs
|
(2,002
|
)
|
|
(10,604
|
)
|
|
—
|
|
|
(1,555
|
)
|
|
—
|
|
|
(14,161
|
)
|
||||||
Cash Flows from Financing Activities
|
(183,564
|
)
|
|
(549,368
|
)
|
|
(13,640
|
)
|
|
33,662
|
|
|
604,399
|
|
|
(108,511
|
)
|
||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
3,577
|
|
|
(11,592
|
)
|
|
—
|
|
|
(8,015
|
)
|
||||||
(Decrease) Increase in cash and cash equivalents
|
(2,248
|
)
|
|
3,090
|
|
|
8,203
|
|
|
(6,597
|
)
|
|
—
|
|
|
2,448
|
|
||||||
Cash and cash equivalents, beginning of year
|
2,399
|
|
|
4,713
|
|
|
4,979
|
|
|
113,842
|
|
|
—
|
|
|
125,933
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
151
|
|
|
$
|
7,803
|
|
|
$
|
13,182
|
|
|
$
|
107,245
|
|
|
$
|
—
|
|
|
$
|
128,381
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities-Continuing Operations
|
$
|
(168,389
|
)
|
|
$
|
633,808
|
|
|
$
|
41,885
|
|
|
$
|
33,912
|
|
|
$
|
—
|
|
|
$
|
541,216
|
|
Cash Flows from Operating Activities-Discontinued Operations
|
—
|
|
|
1,076
|
|
|
1,710
|
|
|
(107
|
)
|
|
—
|
|
|
2,679
|
|
||||||
Cash Flows from Operating Activities
|
(168,389
|
)
|
|
634,884
|
|
|
43,595
|
|
|
33,805
|
|
|
—
|
|
|
543,895
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(192,736
|
)
|
|
(10,284
|
)
|
|
(125,583
|
)
|
|
—
|
|
|
(328,603
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
4,007
|
|
|
(2,405
|
)
|
|
(293,567
|
)
|
|
—
|
|
|
(291,965
|
)
|
||||||
Intercompany loans to subsidiaries
|
175,092
|
|
|
(166,400
|
)
|
|
(20,185
|
)
|
|
—
|
|
|
11,493
|
|
|
—
|
|
||||||
Investment in subsidiaries
|
(1,585
|
)
|
|
(1,585
|
)
|
|
—
|
|
|
—
|
|
|
3,170
|
|
|
—
|
|
||||||
Acquisitions of customer relationships and customer inducements
|
—
|
|
|
(40,217
|
)
|
|
(366
|
)
|
|
(10,183
|
)
|
|
—
|
|
|
(50,766
|
)
|
||||||
Net proceeds from Iron Mountain Divestments (see Note 6)
|
—
|
|
|
—
|
|
|
4,032
|
|
|
26,622
|
|
|
—
|
|
|
30,654
|
|
||||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
5,235
|
|
|
30
|
|
|
2,712
|
|
|
—
|
|
|
7,977
|
|
||||||
Cash Flows from Investing Activities-Continuing Operations
|
173,507
|
|
|
(391,696
|
)
|
|
(29,178
|
)
|
|
(399,999
|
)
|
|
14,663
|
|
|
(632,703
|
)
|
||||||
Cash Flows from Investing Activities-Discontinued Operations
|
—
|
|
|
78,564
|
|
|
16,153
|
|
|
1,995
|
|
|
—
|
|
|
96,712
|
|
||||||
Cash Flows from Investing Activities
|
173,507
|
|
|
(313,132
|
)
|
|
(13,025
|
)
|
|
(398,004
|
)
|
|
14,663
|
|
|
(535,991
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of revolving credit, term loan facilities, bridge facilities and other debt
|
(1,163,654
|
)
|
|
(7,511,941
|
)
|
|
(1,273,228
|
)
|
|
(4,902,617
|
)
|
|
—
|
|
|
(14,851,440
|
)
|
||||||
Proceeds from revolving credit, term loan facilities, bridge facilities and other debt
|
1,150,628
|
|
|
7,144,874
|
|
|
1,130,193
|
|
|
5,118,693
|
|
|
—
|
|
|
14,544,388
|
|
||||||
Net proceeds from sales of senior notes
|
492,500
|
|
|
246,250
|
|
|
186,693
|
|
|
—
|
|
|
—
|
|
|
925,443
|
|
||||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(466
|
)
|
|
—
|
|
|
(466
|
)
|
||||||
Intercompany loans from parent
|
—
|
|
|
(183,454
|
)
|
|
(67,514
|
)
|
|
262,461
|
|
|
(11,493
|
)
|
|
—
|
|
||||||
Equity contribution from parent
|
—
|
|
|
1,585
|
|
|
—
|
|
|
1,585
|
|
|
(3,170
|
)
|
|
—
|
|
||||||
Parent cash dividends
|
(505,871
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505,871
|
)
|
||||||
Net proceeds (payments) associated with employee stock-based awards
|
31,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,922
|
|
||||||
Payment of debt financing and stock issuance costs
|
(8,389
|
)
|
|
(3,489
|
)
|
|
(895
|
)
|
|
(5,830
|
)
|
|
—
|
|
|
(18,603
|
)
|
||||||
Cash Flows from Financing Activities-Continuing Operations
|
(2,864
|
)
|
|
(306,175
|
)
|
|
(24,751
|
)
|
|
473,826
|
|
|
(14,663
|
)
|
|
125,373
|
|
||||||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash Flows from Financing Activities
|
(2,864
|
)
|
|
(306,175
|
)
|
|
(24,751
|
)
|
|
473,826
|
|
|
(14,663
|
)
|
|
125,373
|
|
||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1,891
|
)
|
|
(23,283
|
)
|
|
—
|
|
|
(25,174
|
)
|
||||||
Increase (Decrease) in cash and cash equivalents
|
2,254
|
|
|
15,577
|
|
|
3,928
|
|
|
86,344
|
|
|
—
|
|
|
108,103
|
|
||||||
Cash and cash equivalents, beginning of year
|
151
|
|
|
7,803
|
|
|
13,182
|
|
|
107,245
|
|
|
—
|
|
|
128,381
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
2,405
|
|
|
$
|
23,380
|
|
|
$
|
17,110
|
|
|
$
|
193,589
|
|
|
$
|
—
|
|
|
$
|
236,484
|
|
•
|
Recall’s records and information management facilities, including all associated tangible and intangible assets, in the following
13
United States cities: Buffalo, New York; Charlotte, North Carolina; Detroit, Michigan; Durham, North Carolina; Greenville/Spartanburg, South Carolina; Kansas City, Kansas/Missouri; Nashville, Tennessee; Pittsburgh, Pennsylvania; Raleigh, North Carolina; Richmond, Virginia; San Antonio, Texas; Tulsa, Oklahoma; and San Diego, California (the “Initial United States Divestments”); and
|
•
|
Recall’s records and information management facility in Seattle, Washington and certain of Recall’s records and information management facilities in Atlanta, Georgia, including in each case associated tangible and intangible assets (the “Seattle/Atlanta Divestments”).
|
•
|
Recall’s record and information management facilities, including associated tangible and intangible assets and employees, in Edmonton, Alberta and Montreal (Laval), Quebec and certain of Recall’s record and information management facilities, including all associated tangible and intangible assets and employees, in Calgary, Alberta and Toronto, Ontario, (the “Recall Canadian Divestments”); and
|
•
|
One of our records and information management facilities in Vancouver (Burnaby), British Columbia and one of our records and information management facilities in Ottawa, Ontario, including associated tangible and intangible assets and employees (the “Iron Mountain Canadian Divestments” and together with the Recall Canadian Divestments, the "Canadian Divestments").
|
|
|
|
|
|
2016
|
||||||||||||||
|
2014
|
|
2015
|
|
Recall
|
|
Other Fiscal Year 2016 Acquisitions
|
|
Total
|
||||||||||
Cash Paid (gross of cash acquired)(1)
|
$
|
134,301
|
|
|
$
|
111,907
|
|
|
$
|
331,834
|
|
|
$
|
37,350
|
|
|
$
|
369,184
|
|
Fair Value of Common Stock Issued
|
—
|
|
|
—
|
|
|
1,835,026
|
|
|
—
|
|
|
1,835,026
|
|
|||||
Fair Value of Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
3,506
|
|
|
3,506
|
|
|||||
Fair Value of Previously Held Equity Interest
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Consideration
|
135,095
|
|
|
111,907
|
|
|
2,166,860
|
|
|
40,856
|
|
|
2,207,716
|
|
|||||
Fair Value of Identifiable Assets Acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash
|
4,704
|
|
|
2,041
|
|
|
76,461
|
|
|
576
|
|
|
77,037
|
|
|||||
Accounts Receivable and Prepaid Expenses
|
10,394
|
|
|
10,629
|
|
|
176,775
|
|
|
2,703
|
|
|
179,478
|
|
|||||
Fair Value of Recall Divestments(2)
|
—
|
|
|
—
|
|
|
121,689
|
|
|
—
|
|
|
121,689
|
|
|||||
Other Assets
|
3,342
|
|
|
7,032
|
|
|
57,563
|
|
|
541
|
|
|
58,104
|
|
|||||
Property, Plant and Equipment(3)
|
23,269
|
|
|
43,505
|
|
|
622,063
|
|
|
10,963
|
|
|
633,026
|
|
|||||
Customer Relationship Intangible Assets(4)
|
60,172
|
|
|
34,988
|
|
|
709,139
|
|
|
20,842
|
|
|
729,981
|
|
|||||
Debt Assumed
|
—
|
|
|
—
|
|
|
(792,385
|
)
|
|
—
|
|
|
(792,385
|
)
|
|||||
Accounts Payable, Accrued Expenses and Other Liabilities
|
(49,663
|
)
|
|
(20,729
|
)
|
|
(276,814
|
)
|
|
(11,504
|
)
|
|
(288,318
|
)
|
|||||
Deferred Income Taxes
|
(1,240
|
)
|
|
(6,078
|
)
|
|
(164,074
|
)
|
|
(2,985
|
)
|
|
(167,059
|
)
|
|||||
Total Fair Value of Identifiable Net Assets Acquired
|
50,978
|
|
|
71,388
|
|
|
530,417
|
|
|
21,136
|
|
|
551,553
|
|
|||||
Goodwill Initially Recorded(5)
|
$
|
84,117
|
|
|
$
|
40,519
|
|
|
$
|
1,636,443
|
|
|
$
|
19,720
|
|
|
$
|
1,656,163
|
|
(1)
|
Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the year ended December 31, 2014 is net cash acquired of
$(4,704)
and contingent and other payments of
$(1,504)
related to acquisitions made in years prior to 2014. Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the year ended December 31, 2015 is net cash acquired of
$(2,041)
and contingent and other payments of
$3,692
related to acquisitions made in years prior to 2015. Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the year ended December 31, 2016 is net cash acquired of
$77,037
and cash received of
$182
related to acquisitions made in years prior to 2016.
|
(2)
|
Represents the fair value, less costs to sell, of the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments.
|
(3)
|
Consists primarily of buildings, racking structures, leasehold improvements and computer hardware and software.
|
(4)
|
The weighted average lives of customer relationship intangible assets associated with acquisitions in
2014
,
2015
and
2016
was
17
years,
16
years and
13
years, respectively.
|
(5)
|
The goodwill associated with acquisitions, including Recall, is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Accrued liabilities
|
$
|
22,107
|
|
|
$
|
30,901
|
|
Deferred rent
|
4,426
|
|
|
2,930
|
|
||
Net operating loss carryforwards
|
69,290
|
|
|
98,879
|
|
||
Federal benefit of unrecognized tax benefits
|
12,327
|
|
|
12,036
|
|
||
Foreign deferred tax assets and other adjustments
|
8,698
|
|
|
20,131
|
|
||
Valuation allowance
|
(60,009
|
)
|
|
(71,359
|
)
|
||
|
56,839
|
|
|
93,518
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Other assets, principally due to differences in amortization
|
(66,254
|
)
|
|
(179,977
|
)
|
||
Plant and equipment, principally due to differences in depreciation
|
(23,408
|
)
|
|
(52,572
|
)
|
||
|
(89,662
|
)
|
|
(232,549
|
)
|
||
Net deferred tax liability
|
$
|
(32,823
|
)
|
|
$
|
(139,031
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2016
|
||||
Deferred tax assets
|
$
|
26,668
|
|
|
$
|
—
|
|
Deferred tax liabilities
|
(4,489
|
)
|
|
—
|
|
||
Current deferred tax assets, net
|
$
|
22,179
|
|
|
$
|
—
|
|
|
|
|
|
||||
Noncurrent deferred tax assets (Included in Other, a component of Other Assets, Net)
|
$
|
—
|
|
|
$
|
12,264
|
|
|
|
|
|
||||
Deferred tax assets
|
$
|
30,171
|
|
|
$
|
—
|
|
Deferred tax liabilities
|
(85,173
|
)
|
|
(151,295
|
)
|
||
Noncurrent deferred tax liabilities, net
|
$
|
(55,002
|
)
|
|
$
|
(151,295
|
)
|
Year Ended December 31,
|
|
Balance at
Beginning of
the Year
|
|
Charged
(Credited) to
Expense
|
|
Other Increases/(Decreases)(1)
|
|
Balance at
End of
the Year
|
||||||||
2014
|
|
$
|
40,278
|
|
|
$
|
9,404
|
|
|
$
|
(9,500
|
)
|
|
$
|
40,182
|
|
2015
|
|
40,182
|
|
|
33,509
|
|
|
(13,682
|
)
|
|
60,009
|
|
||||
2016
|
|
60,009
|
|
|
7,660
|
|
|
3,690
|
|
|
71,359
|
|
(1)
|
Other increases and decreases in valuation allowances are primarily related to changes in foreign currency exchange rates.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
United States
|
$
|
202,067
|
|
|
$
|
179,928
|
|
|
$
|
106,223
|
|
Canada
|
46,191
|
|
|
37,131
|
|
|
28,157
|
|
|||
Other Foreign
|
(24,885
|
)
|
|
(54,993
|
)
|
|
12,264
|
|
|||
|
$
|
223,373
|
|
|
$
|
162,066
|
|
|
$
|
146,644
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Computed "expected" tax provision
|
$
|
78,181
|
|
|
$
|
56,723
|
|
|
$
|
51,325
|
|
Changes in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|||
Tax adjustment relating to REIT
|
(63,333
|
)
|
|
(51,625
|
)
|
|
(18,526
|
)
|
|||
Deferred tax adjustment and other taxes due to REIT conversion
|
(182,853
|
)
|
|
(9,067
|
)
|
|
247
|
|
|||
State taxes (net of federal tax benefit)
|
2,207
|
|
|
2,017
|
|
|
3,796
|
|
|||
Increase in valuation allowance (net operating losses)
|
9,404
|
|
|
33,509
|
|
|
7,660
|
|
|||
Foreign repatriation
|
46,356
|
|
|
4,030
|
|
|
510
|
|
|||
Impairment of assets and other transaction costs
|
2,869
|
|
|
—
|
|
|
—
|
|
|||
Reserve accrual (reversal) and audit settlements (net of federal tax benefit)
|
3,175
|
|
|
(2,874
|
)
|
|
1,898
|
|
|||
Foreign tax rate differential
|
(9,496
|
)
|
|
(8,915
|
)
|
|
(13,328
|
)
|
|||
Disallowed foreign interest, Subpart F income, and other foreign taxes
|
12,502
|
|
|
18,022
|
|
|
7,773
|
|
|||
Other, net
|
3,713
|
|
|
(4,107
|
)
|
|
3,589
|
|
|||
(Benefit) Provision for Income Taxes
|
$
|
(97,275
|
)
|
|
$
|
37,713
|
|
|
$
|
44,944
|
|
Tax Years
|
|
Tax Jurisdiction
|
See Below
|
|
United States—Federal and State
|
2007 to present
|
|
Canada
|
2011 to present
|
|
United Kingdom
|
Gross tax contingencies—December 31, 2013
|
$
|
51,146
|
|
Gross additions based on tax positions related to the current year
|
3,984
|
|
|
Gross additions for tax positions of prior years
|
13,717
|
|
|
Gross reductions for tax positions of prior years
|
(2,699
|
)
|
|
Lapses of statutes
|
(5,350
|
)
|
|
Settlements
|
(4,847
|
)
|
|
Gross tax contingencies—December 31, 2014
|
$
|
55,951
|
|
Gross additions based on tax positions related to the current year
|
3,484
|
|
|
Gross additions for tax positions of prior years
|
979
|
|
|
Gross reductions for tax positions of prior years
|
(3,588
|
)
|
|
Lapses of statutes
|
(9,141
|
)
|
|
Settlements
|
—
|
|
|
Gross tax contingencies—December 31, 2015
|
$
|
47,685
|
|
Gross additions based on tax positions related to the current year
|
3,704
|
|
|
Gross additions for tax positions of prior years(1)
|
12,207
|
|
|
Gross reductions for tax positions of prior years
|
(1,740
|
)
|
|
Lapses of statutes
|
(2,390
|
)
|
|
Settlements
|
—
|
|
|
Gross tax contingencies—December 31, 2016
|
$
|
59,466
|
|
Quarter Ended
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
749,286
|
|
|
$
|
759,734
|
|
|
$
|
746,529
|
|
|
$
|
752,427
|
|
|
Operating income (loss)
|
|
144,934
|
|
|
129,502
|
|
|
126,822
|
|
|
123,269
|
|
|
||||
Income (loss) from continuing operations
|
|
41,739
|
|
|
54,007
|
|
|
23,517
|
|
|
5,940
|
|
|
||||
Total (loss) income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income (loss)
|
|
41,739
|
|
|
54,007
|
|
|
23,517
|
|
|
5,940
|
|
|
||||
Net income (loss) attributable to Iron Mountain Incorporated
|
|
41,096
|
|
|
53,330
|
|
|
23,110
|
|
|
5,705
|
|
(1)
|
||||
Earnings (losses) per Share-Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.20
|
|
|
0.26
|
|
|
0.11
|
|
|
0.03
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.20
|
|
|
0.25
|
|
|
0.11
|
|
|
0.03
|
|
|
||||
Earnings (losses) per Share-Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.20
|
|
|
0.25
|
|
|
0.11
|
|
|
0.03
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.19
|
|
|
0.25
|
|
|
0.11
|
|
|
0.03
|
|
|
||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
750,690
|
|
|
$
|
883,748
|
|
|
$
|
942,822
|
|
|
$
|
934,193
|
|
|
Operating income (loss)
|
|
130,066
|
|
|
96,626
|
|
|
135,454
|
|
|
139,460
|
|
|
||||
Income (loss) from continuing operations
|
|
63,041
|
|
|
(14,720
|
)
|
|
5,759
|
|
|
49,800
|
|
|
||||
Total income (loss) from discontinued operations
|
|
—
|
|
|
1,587
|
|
|
2,041
|
|
|
(275
|
)
|
|
||||
Net income (loss)
|
|
63,041
|
|
|
(13,133
|
)
|
|
7,800
|
|
|
49,525
|
|
|
||||
Net income (loss) attributable to Iron Mountain Incorporated
|
|
62,774
|
|
|
(13,968
|
)
|
|
7,080
|
|
|
48,938
|
|
(2)
|
||||
Earnings (losses) per Share-Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.30
|
|
|
(0.06
|
)
|
|
0.02
|
|
|
0.19
|
|
|
||||
Total income (loss) per share from discontinued operations
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.30
|
|
|
(0.06
|
)
|
|
0.03
|
|
|
0.19
|
|
|
||||
Earnings (losses) per Share-Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.30
|
|
|
(0.06
|
)
|
|
0.02
|
|
|
0.19
|
|
|
||||
Total income (loss) per share from discontinued operations
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.30
|
|
|
(0.06
|
)
|
|
0.03
|
|
|
0.19
|
|
|
(1)
|
The change in net income (loss) attributable to Iron Mountain Incorporated in the fourth quarter of 2015 compared to the third quarter of 2015 is primarily attributable to a debt extinguishment charge recorded in the fourth quarter of 2015 of approximately
$25,100
, an increase in the provision for income taxes recorded in the fourth quarter of 2015 compared to the third quarter of 2015 of approximately
$6,800
, as well as a decrease in operating income of approximately
$3,600
, primarily associated with a
$1,800
write-off of certain property in our Western European Business segment. The debt extinguishment charge, the increase in the provision for income taxes and the decrease in operating income during the fourth quarter of 2015 was offset by a decrease in loss on foreign currency transactions recorded in the fourth quarter of 2015 compared to the third quarter of 2015 of approximately
$18,100
.
|
(2)
|
The change in net income (loss) attributable to Iron Mountain Incorporated in the fourth quarter of 2016 compared to the third quarter of 2016 is primarily attributable to a decrease in the provision for income taxes recorded in the fourth quarter of 2016 compared to the third quarter of 2016 of approximately
$24,600
, a charge of
$14,000
recorded in the third quarter of 2016 associated with the anticipated loss on disposal of the Australia Divestment Business, which occurred on October 31, 2016 (see Note 6) and a decrease in loss on foreign currency transaction losses recorded in the fourth quarter of 2016 compared to the third quarter of 2016 of approximately
$5,600
.
|
•
|
North American Records and Information Management Business—provides records and information management services, including the storage of physical records, including media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers (“Records Management”); information destruction services (“Destruction”); and Information Governance and Digital Solutions throughout the United States and Canada; as well as fulfillment services and technology escrow services in the United States.
|
•
|
North American Data Management Business—provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients, throughout the United States and Canada.
|
•
|
Western European Business—provides records and information management services, including Records Management, Data Protection & Recovery and Information Governance and Digital Solutions throughout Austria, Belgium, France, Germany, Ireland, the Netherlands, Spain, Switzerland and the United Kingdom (consisting of our operations in England, Northern Ireland and Scotland), as well as Information Governance and Digital Solutions in Sweden (the remainder of our business in Sweden is included in the Other International Business segment described below).
|
•
|
Other International Business—provides records and information management services throughout the remaining European countries in which we operate, Latin America, Asia Pacific and Africa, including Records Management, Data Protection & Recovery and Information Governance and Digital Solutions. Our European operations included in this segment provide records and information management services, including Records Management, Data Protection & Recovery and Information Governance and Digital Solutions throughout the Czech Republic, Denmark, Finland, Greece, Hungary, Norway, Poland, Romania, Russia, Serbia, Slovakia, Turkey and Ukraine; Records Management and Information Governance and Digital Solutions in Estonia, Latvia and Lithuania; and Records Management in Sweden. Our Latin America operations provide records and information management services, including Records Management, Data Protection & Recovery, Destruction and Information Governance and Digital Solutions throughout Argentina, Brazil, Chile, Colombia, Mexico and Peru. Our Asia Pacific operations provide records and information management services, including Records Management, Data Protection & Recovery, Destruction and Information Governance and Digital Solutions throughout Australia and New Zealand, with Records Management and Data Protection & Recovery also provided in certain markets in China (including Taiwan), Hong Kong-SAR, India, Malaysia, Singapore and Thailand. Our African operations provide Records Management, Data Protection & Recovery, and Information Governance and Digital Solutions in South Africa.
|
•
|
Corporate and Other Business—primarily consists of our data center and fine art storage businesses in the United States, the primary product offerings of our Adjacent Businesses operating segment, as well as costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Our Corporate and Other Business segment also includes stock-based employee compensation expense associated with all Employee Stock-Based Awards.
|
|
|
North
American Records and Information Management Business |
|
North
American Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Corporate and
Other Business |
|
Total
Consolidated
|
||||||||||||
As of and for the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
$
|
1,795,361
|
|
|
$
|
390,207
|
|
|
$
|
449,231
|
|
|
$
|
469,314
|
|
|
$
|
13,580
|
|
|
$
|
3,117,693
|
|
Depreciation and Amortization
|
|
177,097
|
|
|
21,770
|
|
|
54,582
|
|
|
65,103
|
|
|
34,591
|
|
|
353,143
|
|
||||||
Depreciation
|
|
158,122
|
|
|
21,458
|
|
|
45,895
|
|
|
44,509
|
|
|
34,573
|
|
|
304,557
|
|
||||||
Amortization
|
|
18,975
|
|
|
312
|
|
|
8,687
|
|
|
20,594
|
|
|
18
|
|
|
48,586
|
|
||||||
Adjusted EBITDA
|
|
698,719
|
|
|
226,396
|
|
|
130,423
|
|
|
84,468
|
|
|
(214,209
|
)
|
|
925,797
|
|
||||||
Total Assets(1)
|
|
3,657,366
|
|
|
653,275
|
|
|
952,924
|
|
|
1,025,167
|
|
|
234,533
|
|
|
6,523,265
|
|
||||||
Expenditures for Segment Assets
|
|
198,651
|
|
|
24,387
|
|
|
47,236
|
|
|
186,531
|
|
|
67,659
|
|
|
524,464
|
|
||||||
Capital Expenditures
|
|
145,199
|
|
|
18,076
|
|
|
38,587
|
|
|
93,881
|
|
|
66,181
|
|
|
361,924
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
26,450
|
|
|
5,863
|
|
|
4,864
|
|
|
90,916
|
|
|
—
|
|
|
128,093
|
|
||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
27,002
|
|
|
448
|
|
|
3,785
|
|
|
1,734
|
|
|
1,478
|
|
|
34,447
|
|
||||||
As of and for the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
1,775,365
|
|
|
390,486
|
|
|
397,513
|
|
|
421,360
|
|
|
23,252
|
|
|
3,007,976
|
|
||||||
Depreciation and Amortization
|
|
183,507
|
|
|
21,591
|
|
|
44,691
|
|
|
57,025
|
|
|
38,650
|
|
|
345,464
|
|
||||||
Depreciation
|
|
163,647
|
|
|
20,838
|
|
|
38,710
|
|
|
39,439
|
|
|
38,585
|
|
|
301,219
|
|
||||||
Amortization
|
|
19,860
|
|
|
753
|
|
|
5,981
|
|
|
17,586
|
|
|
65
|
|
|
44,245
|
|
||||||
Adjusted EBITDA
|
|
714,639
|
|
|
203,803
|
|
|
120,649
|
|
|
87,341
|
|
|
(206,427
|
)
|
|
920,005
|
|
||||||
Total Assets(1)
|
|
3,627,843
|
|
|
641,845
|
|
|
871,571
|
|
|
893,530
|
|
|
315,798
|
|
|
6,350,587
|
|
||||||
Expenditures for Segment Assets
|
|
192,935
|
|
|
23,826
|
|
|
27,278
|
|
|
94,483
|
|
|
120,396
|
|
|
458,918
|
|
||||||
Capital Expenditures
|
|
141,964
|
|
|
16,784
|
|
|
17,378
|
|
|
64,227
|
|
|
49,896
|
|
|
290,249
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
12,795
|
|
|
(21
|
)
|
|
2,596
|
|
|
27,688
|
|
|
70,500
|
|
|
113,558
|
|
||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
38,176
|
|
|
7,063
|
|
|
7,304
|
|
|
2,568
|
|
|
—
|
|
|
55,111
|
|
||||||
As of and for the Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
1,930,699
|
|
|
414,174
|
|
|
454,211
|
|
|
652,516
|
|
|
59,853
|
|
|
3,511,453
|
|
||||||
Depreciation and Amortization
|
|
215,330
|
|
|
29,037
|
|
|
55,582
|
|
|
100,490
|
|
|
51,887
|
|
|
452,326
|
|
||||||
Depreciation
|
|
186,467
|
|
|
22,784
|
|
|
42,613
|
|
|
67,310
|
|
|
46,352
|
|
|
365,526
|
|
||||||
Amortization
|
|
28,863
|
|
|
6,253
|
|
|
12,969
|
|
|
33,180
|
|
|
5,535
|
|
|
86,800
|
|
||||||
Adjusted EBITDA
|
|
775,717
|
|
|
228,486
|
|
|
137,506
|
|
|
169,042
|
|
|
(223,463
|
)
|
|
1,087,288
|
|
||||||
Total Assets(1)
|
|
4,996,216
|
|
|
870,490
|
|
|
1,031,313
|
|
|
2,103,725
|
|
|
485,056
|
|
|
9,486,800
|
|
||||||
Expenditures for Segment Assets
|
|
145,636
|
|
|
27,748
|
|
|
31,530
|
|
|
365,566
|
|
|
100,854
|
|
|
671,334
|
|
||||||
Capital Expenditures
|
|
111,062
|
|
|
24,425
|
|
|
31,014
|
|
|
62,315
|
|
|
99,787
|
|
|
328,603
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired(2)
|
|
(2,591
|
)
|
|
(59
|
)
|
|
(6,878
|
)
|
|
300,451
|
|
|
1,042
|
|
|
291,965
|
|
||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
37,165
|
|
|
3,382
|
|
|
7,394
|
|
|
2,800
|
|
|
25
|
|
|
50,766
|
|
(1)
|
Excludes all intercompany receivables or payables and investment in subsidiary balances.
|
(2)
|
Cash paid for acquisitions, net of cash acquired for the Other International Business segment for the year ended December 31, 2016 primarily consists of the cash component of the purchase price for the Recall Transaction, as the IMI entity that made the cash payment was an Australian subsidiary. However, the Recall Transaction also benefited the North American Records and Information Management Business, North American Data Management Business and Western European Business segments.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Adjusted EBITDA
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
(Add)/Deduct:
|
|
|
|
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|||
(Benefit) Provision for Income Taxes
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|||
Other Expense, Net
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|||
Interest Expense, Net
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|||
Depreciation and Amortization
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|||
Recall Costs(1)
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|||
REIT Costs
|
22,312
|
|
|
—
|
|
|
—
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
103,880
|
|
(1)
|
Includes operating expenditures associated with our acquisition of Recall, including operating expenditures to complete the Recall Transaction, including advisory and professional fees and costs to complete the Divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period ("Recall Deal Close & Divestment Costs"), as well as operating expenditures to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs ("Recall Integration Costs" and, collectively with Recall Deal Close & Divestment Costs, "Recall Costs").
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
1,967,169
|
|
|
$
|
1,973,872
|
|
|
$
|
2,173,782
|
|
United Kingdom
|
280,020
|
|
|
250,123
|
|
|
237,032
|
|
|||
Canada
|
231,979
|
|
|
215,232
|
|
|
230,944
|
|
|||
Australia
|
80,521
|
|
|
64,969
|
|
|
148,175
|
|
|||
Other International
|
558,004
|
|
|
503,780
|
|
|
721,520
|
|
|||
Total Revenues
|
$
|
3,117,693
|
|
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
3,586,577
|
|
|
$
|
3,710,301
|
|
|
$
|
5,238,807
|
|
United Kingdom
|
464,311
|
|
|
434,461
|
|
|
400,937
|
|
|||
Canada
|
406,571
|
|
|
345,783
|
|
|
463,396
|
|
|||
Australia
|
116,589
|
|
|
102,247
|
|
|
542,055
|
|
|||
Other International
|
1,031,498
|
|
|
899,883
|
|
|
1,729,498
|
|
|||
Total Long-lived Assets
|
$
|
5,605,546
|
|
|
$
|
5,492,675
|
|
|
$
|
8,374,693
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Records Management(1)(2)
|
$
|
2,329,546
|
|
|
$
|
2,255,206
|
|
|
$
|
2,631,895
|
|
Data Management(1)(3)
|
531,516
|
|
|
509,261
|
|
|
549,335
|
|
|||
Information Destruction(1)(4)
|
256,631
|
|
|
243,509
|
|
|
330,223
|
|
|||
Total Revenues
|
$
|
3,117,693
|
|
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
(1)
|
Each of the offerings within our product and service lines has a component of revenue that is storage rental related and a component that is service revenues, except the Destruction service offering, which does not have a storage rental component.
|
(2)
|
Includes Business Records Management, Compliant Records Management and Consulting Services, Information Governance and Digital Solutions, Fulfillment Services, Health Information Management Solutions, Energy Data Services and Technology Escrow Services.
|
(3)
|
Includes Data Protection & Recovery and Entertainment Services.
|
(4)
|
Includes Secure Shredding and Compliant Information Destruction.
|
Year
|
|
Operating Lease
Payments
|
|
Sublease
Income
|
|
Capital
Leases
|
||||||
2017
|
|
$
|
300,524
|
|
|
$
|
(6,421
|
)
|
|
$
|
68,998
|
|
2018
|
|
269,867
|
|
|
(4,617
|
)
|
|
62,564
|
|
|||
2019
|
|
250,251
|
|
|
(3,712
|
)
|
|
49,553
|
|
|||
2020
|
|
229,312
|
|
|
(3,032
|
)
|
|
60,698
|
|
|||
2021
|
|
210,458
|
|
|
(3,023
|
)
|
|
29,353
|
|
|||
Thereafter
|
|
1,182,243
|
|
|
(7,228
|
)
|
|
158,937
|
|
|||
Total minimum lease payments
|
|
$
|
2,442,655
|
|
|
$
|
(28,033
|
)
|
|
430,103
|
|
|
Less amounts representing interest
|
|
|
|
|
|
|
|
(120,243
|
)
|
|||
Present value of capital lease obligations
|
|
|
|
|
|
|
|
$
|
309,860
|
|
Year
|
|
Purchase
Commitments
|
||
2017
|
|
$
|
56,335
|
|
2018
|
|
21,321
|
|
|
2019
|
|
8,615
|
|
|
2020
|
|
1,808
|
|
|
2021
|
|
1,152
|
|
|
Thereafter
|
|
1,467
|
|
|
|
|
$
|
90,698
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total
Amount
|
|
Payment Date
|
||||
February 19, 2015
|
|
$
|
0.4750
|
|
|
March 6, 2015
|
|
$
|
99,795
|
|
|
March 20, 2015
|
May 28, 2015
|
|
0.4750
|
|
|
June 12, 2015
|
|
100,119
|
|
|
June 26, 2015
|
||
August 27, 2015
|
|
0.4750
|
|
|
September 11, 2015
|
|
100,213
|
|
|
September 30, 2015
|
||
October 29, 2015
|
|
0.4850
|
|
|
December 1, 2015
|
|
102,438
|
|
|
December 15, 2015
|
||
February 17, 2016
|
|
0.4850
|
|
|
March 7, 2016
|
|
102,651
|
|
|
March 21, 2016
|
||
May 25, 2016
|
|
0.4850
|
|
|
June 6, 2016
|
|
127,469
|
|
|
June 24, 2016
|
||
July 27, 2016
|
|
0.4850
|
|
|
September 12, 2016
|
|
127,737
|
|
|
September 30, 2016
|
||
October 31, 2016
|
|
0.5500
|
|
|
December 15, 2016
|
|
145,006
|
|
|
December 30, 2016
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2015
|
|
2016
|
|||
Nonqualified ordinary dividends
|
26.4
|
%
|
|
49.3
|
%
|
|
45.5
|
%
|
Qualified ordinary dividends
|
56.4
|
%
|
|
39.1
|
%
|
|
21.0
|
%
|
Return of capital
|
17.2
|
%
|
|
11.6
|
%
|
|
33.5
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
Description
|
|
Initial
United States Divestments(1) |
|
Seattle/Atlanta Divestments
|
|
Recall Canadian Divestments
|
|
UK Divestments
|
|
Total
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
6,077
|
|
|
$
|
5,951
|
|
|
$
|
1,019
|
|
|
$
|
13,047
|
|
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
|
|
—
|
|
|
1,726
|
|
|
2,472
|
|
|
(93
|
)
|
|
4,105
|
|
|||||
Provision (Benefit) for Income Taxes
|
|
—
|
|
|
84
|
|
|
654
|
|
|
14
|
|
|
752
|
|
|||||
Income (Loss) from Discontinued Operations, Net of Tax
|
|
$
|
—
|
|
|
$
|
1,642
|
|
|
$
|
1,818
|
|
|
$
|
(107
|
)
|
|
$
|
3,353
|
|
(1)
|
The Access Sale occurred nearly simultaneously with the closing of the Recall Transaction. Accordingly, the revenue and expenses associated with the Initial United States Divestments are not included in our Consolidated Statement of Operations for the year ended
December 31, 2016
and the cash flows associated with the Initial United States Divestments are not included in our Consolidated Statement of Cash Flows for the year ended
December 31, 2016
, due to the immaterial nature of the revenues, expenses and cash flows related to the Initial United States Divestments for the period of time we owned these businesses (May 2, 2016 through May 4, 2016).
|
|
Year Ended December 31,
|
||||||||||
|
2014(1)
|
|
2015
|
|
2016
|
||||||
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations
|
$
|
(960
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(Benefit) Provision for Income Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
$
|
(960
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
During the year ended December 31, 2014, we recognized a loss before (benefit) provision of income taxes of discontinued operations primarily related to settlements of legal matters directly related to the disposed business.
|
|
Year Ended December 31,
|
||||||||||
|
2014(1)
|
|
2015
|
|
2016
|
||||||
Income (Loss) Before (Benefit) Provision for Income Taxes of Discontinued Operations
|
$
|
751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Benefit) Provision for Income Taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
During the year ended December 31, 2014, we recognized income before (benefit) provision of income taxes of discontinued operations primarily related to the recovery of insurance proceeds in excess of carrying value.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
2,247
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
$
|
1,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
North American Data Management Business
|
340
|
|
|
—
|
|
|
—
|
|
|||
Western European Business
|
33
|
|
|
—
|
|
|
—
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
1,542
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
—
|
|
|
10,167
|
|
|
6,007
|
|
|||
Total
|
$
|
—
|
|
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
$
|
—
|
|
|
$
|
5,403
|
|
|
$
|
2,329
|
|
North American Data Management Business
|
—
|
|
|
241
|
|
|
395
|
|
|||
Western European Business
|
—
|
|
|
1,537
|
|
|
204
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
—
|
|
|
2,986
|
|
|
3,079
|
|
|||
Total
|
$
|
—
|
|
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
|
Recall Deal Close & Divestment Costs
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
|
—
|
|
|
24,671
|
|
|
38,947
|
|
|||
Total Recall Deal Close & Divestment Costs
|
|
$
|
—
|
|
|
$
|
24,671
|
|
|
$
|
38,947
|
|
|
|
Recall Integration Costs
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
Cost of sales (excluding depreciation and amortization)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,963
|
|
Selling, general and administrative expenses
|
|
—
|
|
|
22,343
|
|
|
81,034
|
|
|||
Total Recall Integration Costs
|
|
$
|
—
|
|
|
$
|
22,343
|
|
|
$
|
92,997
|
|
|
|
|
|
|
|
|
||||||
Total Recall Costs
|
|
$
|
—
|
|
|
$
|
47,014
|
|
|
$
|
131,944
|
|
|
|
Recall Deal Close & Divestment Costs
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
North American Data Management Business
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Western European Business
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other International Business
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
|
—
|
|
|
24,671
|
|
|
38,947
|
|
|||
Total Recall Deal Close & Divestment Costs
|
|
$
|
—
|
|
|
$
|
24,671
|
|
|
$
|
38,947
|
|
|
|
Recall Integration Costs
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2015
|
|
2016
|
||||||
North American Records and Information Management Business
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
14,394
|
|
North American Data Management Business
|
|
—
|
|
|
—
|
|
|
3,351
|
|
|||
Western European Business
|
|
—
|
|
|
104
|
|
|
16,654
|
|
|||
Other International Business
|
|
—
|
|
|
31
|
|
|
18,361
|
|
|||
Corporate and Other Business
|
|
—
|
|
|
22,156
|
|
|
40,237
|
|
|||
Total Recall Integration Costs
|
|
$
|
—
|
|
|
$
|
22,343
|
|
|
$
|
92,997
|
|
|
|
|
|
|
|
|
||||||
Total Recall Costs
|
|
$
|
—
|
|
|
$
|
47,014
|
|
|
$
|
131,944
|
|
|
|
Balance at
December 31, 2015
|
|
Amounts Accrued
|
|
Changes in Estimates(1)
|
|
Payments
|
|
Currency Translation Adjustments
|
|
Balance at
December 31, 2016(2) |
||||||||||||
Recall Deal Close & Divestment Costs
|
|
$
|
—
|
|
|
$
|
36,770
|
|
|
$
|
(8
|
)
|
|
$
|
(31,906
|
)
|
|
$
|
(399
|
)
|
|
$
|
4,457
|
|
Recall Integration Costs
|
|
—
|
|
|
7,125
|
|
|
—
|
|
|
(6,794
|
)
|
|
126
|
|
|
457
|
|
||||||
Total Recall Costs
|
|
$
|
—
|
|
|
$
|
43,895
|
|
|
$
|
(8
|
)
|
|
$
|
(38,700
|
)
|
|
$
|
(273
|
)
|
|
$
|
4,914
|
|
(1)
|
Includes adjustments made to amounts accrued in a prior period.
|
(2)
|
Accrued liabilities related to Recall Costs as of December 31, 2016 presented in the table above generally related to employee severance costs. We expect that the majority of these liabilities will be paid throughout 2017. Additional Recall Costs recorded in our Consolidated Statement of Operations during the year ended December 31, 2016 have either been settled in cash during the year ended December 31, 2016 or are included in our Consolidated Balance Sheet as of December 31, 2016 as a component of accounts payable.
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States (Including Puerto Rico)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
140 Oxmoor Ct, Birmingham, Alabama
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,322
|
|
|
$
|
845
|
|
|
$
|
2,167
|
|
|
$
|
883
|
|
|
2001
|
|
Up to 40 years
|
1420 North Fiesta Blvd, Gilbert, Arizona
|
|
1
|
|
|
—
|
|
|
1,637
|
|
|
2,605
|
|
|
4,242
|
|
|
1,415
|
|
|
2001
|
|
Up to 40 years
|
|||||
2955 S. 18th Place, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
12,178
|
|
|
2,642
|
|
|
14,820
|
|
|
3,644
|
|
|
2007
|
|
Up to 40 years
|
|||||
4449 South 36th St, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
7,305
|
|
|
875
|
|
|
8,180
|
|
|
4,197
|
|
|
2012
|
|
Up to 40 years
|
|||||
3381 East Global Loop, Tucson, Arizona
|
|
1
|
|
|
—
|
|
|
1,622
|
|
|
3,947
|
|
|
5,569
|
|
|
2,234
|
|
|
2000
|
|
Up to 40 years
|
|||||
200 Madrone Way, Felton, California
|
|
1
|
|
|
—
|
|
|
760
|
|
|
633
|
|
|
1,393
|
|
|
559
|
|
|
1997
|
|
Up to 40 years
|
|||||
13379 Jurupa Ave, Fontana, California
|
|
1
|
|
|
—
|
|
|
10,472
|
|
|
8,372
|
|
|
18,844
|
|
|
7,874
|
|
|
2002
|
|
Up to 40 years
|
|||||
600 Burning Tree Rd, Fullerton, California
|
|
1
|
|
|
—
|
|
|
4,762
|
|
|
1,583
|
|
|
6,345
|
|
|
2,650
|
|
|
2002
|
|
Up to 40 years
|
|||||
5086 4th St, Irwindale, California
|
|
1
|
|
|
—
|
|
|
6,800
|
|
|
2,121
|
|
|
8,921
|
|
|
2,902
|
|
|
2002
|
|
Up to 40 years
|
|||||
6933 Preston Ave, Livermore, California
|
|
1
|
|
|
—
|
|
|
14,585
|
|
|
12,718
|
|
|
27,303
|
|
|
7,203
|
|
|
2002
|
|
Up to 40 years
|
|||||
1006 North Mansfield, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
749
|
|
|
53
|
|
|
2014
|
|
Up to 40 years
|
|||||
1025 North Highland Ave, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
10,168
|
|
|
19,101
|
|
|
29,269
|
|
|
10,845
|
|
|
1988
|
|
Up to 40 years
|
|||||
1350 West Grand Ave, Oakland, California
|
|
1
|
|
|
—
|
|
|
15,172
|
|
|
5,942
|
|
|
21,114
|
|
|
13,360
|
|
|
1997
|
|
Up to 40 years
|
|||||
1760 North Saint Thomas Circle, Orange, California
|
|
1
|
|
|
—
|
|
|
4,576
|
|
|
310
|
|
|
4,886
|
|
|
1,410
|
|
|
2002
|
|
Up to 40 years
|
|||||
8700 Mercury Lane, Pico Rivera, California
|
|
1
|
|
|
—
|
|
|
27,957
|
|
|
128
|
|
|
28,085
|
|
|
7,335
|
|
|
2012
|
|
Up to 40 years
|
|||||
8661 Kerns St, San Diego, California
|
|
1
|
|
|
—
|
|
|
10,512
|
|
|
6,754
|
|
|
17,266
|
|
|
5,783
|
|
|
2002
|
|
Up to 40 years
|
|||||
1915 South Grand Ave, Santa Ana, California
|
|
1
|
|
|
—
|
|
|
3,420
|
|
|
1,110
|
|
|
4,530
|
|
|
1,767
|
|
|
2001
|
|
Up to 40 years
|
|||||
2680 Sequoia Dr, South Gate, California
|
|
1
|
|
|
—
|
|
|
6,329
|
|
|
2,125
|
|
|
8,454
|
|
|
3,829
|
|
|
2002
|
|
Up to 40 years
|
|||||
111 Uranium Drive, Sunnyvale, California
|
|
1
|
|
|
—
|
|
|
9,645
|
|
|
5,019
|
|
|
14,664
|
|
|
3,702
|
|
|
2002
|
|
Up to 40 years
|
|||||
25250 South Schulte Rd, Tracy, California
|
|
1
|
|
|
—
|
|
|
3,049
|
|
|
1,654
|
|
|
4,703
|
|
|
1,634
|
|
|
2001
|
|
Up to 40 years
|
|||||
3576 N. Moline, Aurora, Colorado
|
|
1
|
|
|
—
|
|
|
1,583
|
|
|
1,860
|
|
|
3,443
|
|
|
1,255
|
|
|
2001
|
|
Up to 40 years
|
|||||
North Stone Ave, Colorado Springs, Colorado
|
|
2
|
|
|
—
|
|
|
761
|
|
|
2,685
|
|
|
3,446
|
|
|
1,393
|
|
|
2001
|
|
Up to 40 years
|
|||||
11333 E 53rd Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
7,403
|
|
|
9,885
|
|
|
17,288
|
|
|
7,438
|
|
|
2001
|
|
Up to 40 years
|
|||||
5151 E. 46th Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
6,312
|
|
|
72
|
|
|
6,384
|
|
|
944
|
|
|
2014
|
|
Up to 40 years
|
|||||
20 Eastern Park Rd, East Hartford, Connecticut
|
|
1
|
|
|
—
|
|
|
7,417
|
|
|
1,599
|
|
|
9,016
|
|
|
5,474
|
|
|
2002
|
|
Up to 40 years
|
|||||
Bennett Rd, Suffield, Connecticut
|
|
2
|
|
|
—
|
|
|
1,768
|
|
|
830
|
|
|
2,598
|
|
|
1,124
|
|
|
2000
|
|
Up to 40 years
|
|||||
Kennedy Road, Windsor, Connecticut
|
|
2
|
|
|
—
|
|
|
10,447
|
|
|
29,195
|
|
|
39,642
|
|
|
15,754
|
|
|
2001
|
|
Up to 40 years
|
|||||
293 Ella Grasso Rd, Windsor Locks, Connecticut
|
|
1
|
|
|
—
|
|
|
4,021
|
|
|
1,354
|
|
|
5,375
|
|
|
2,437
|
|
|
2002
|
|
Up to 40 years
|
|||||
150-200 Todds Ln, Wilmington, Delaware
|
|
1
|
|
|
—
|
|
|
7,226
|
|
|
864
|
|
|
8,090
|
|
|
4,507
|
|
|
2002
|
|
Up to 40 years
|
|||||
13280 Vantage Way, Jacksonville, Florida
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
337
|
|
|
2,190
|
|
|
738
|
|
|
2001
|
|
Up to 40 years
|
|||||
12855 Starkey Rd, Largo, Florida
|
|
1
|
|
|
—
|
|
|
3,293
|
|
|
2,792
|
|
|
6,085
|
|
|
2,562
|
|
|
2001
|
|
Up to 40 years
|
|||||
10002 Satellite Blvd, Orlando, Florida
|
|
1
|
|
|
—
|
|
|
1,927
|
|
|
278
|
|
|
2,205
|
|
|
731
|
|
|
2001
|
|
Up to 40 years
|
|||||
3501 Electronics Way, West Palm Beach, Florida
|
|
1
|
|
|
—
|
|
|
4,201
|
|
|
13,146
|
|
|
17,347
|
|
|
5,125
|
|
|
2001
|
|
Up to 40 years
|
|||||
1890 MacArthur Blvd, Atlanta Georgia
|
|
1
|
|
|
—
|
|
|
1,786
|
|
|
633
|
|
|
2,419
|
|
|
910
|
|
|
2002
|
|
Up to 40 years
|
|||||
3881 Old Gordon Rd, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
1,185
|
|
|
293
|
|
|
1,478
|
|
|
750
|
|
|
2001
|
|
Up to 40 years
|
|||||
5319 Tulane Drive SW, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
2,808
|
|
|
3,149
|
|
|
5,957
|
|
|
2,086
|
|
|
2002
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
3150 Nifda Dr, Smyrna, Georgia
|
|
1
|
|
|
$
|
—
|
|
|
$
|
463
|
|
|
$
|
635
|
|
|
$
|
1,098
|
|
|
$
|
645
|
|
|
1990
|
|
Up to 40 years
|
1301 S. Rockwell St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,947
|
|
|
18,743
|
|
|
26,690
|
|
|
13,228
|
|
|
1999
|
|
Up to 40 years
|
|||||
2211 W. Pershing Rd, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
4,264
|
|
|
12,930
|
|
|
17,194
|
|
|
6,761
|
|
|
2001
|
|
Up to 40 years
|
|||||
2425 South Halsted St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,470
|
|
|
1,286
|
|
|
8,756
|
|
|
3,581
|
|
|
2006
|
|
Up to 40 years
|
|||||
2604 West 13th St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
404
|
|
|
2,680
|
|
|
3,084
|
|
|
2,600
|
|
|
2001
|
|
Up to 40 years
|
|||||
2255 Pratt Blvd, Elk Grove, Illinois
|
|
1
|
|
|
—
|
|
|
1,989
|
|
|
3,676
|
|
|
5,665
|
|
|
1,034
|
|
|
2000
|
|
Up to 40 years
|
|||||
4175 Chandler Dr Opus No. Corp, Hanover Park, Illinois
|
|
1
|
|
|
—
|
|
|
22,048
|
|
|
139
|
|
|
22,187
|
|
|
7,293
|
|
|
2014
|
|
Up to 40 years
|
|||||
2600 Beverly Drive, Lincoln, Illinois
|
|
1
|
|
|
—
|
|
|
1,378
|
|
|
869
|
|
|
2,247
|
|
|
62
|
|
|
2015
|
|
Up to 40 years
|
|||||
6120 Churchman Bypass, Indianapolis, Indiana
|
|
1
|
|
|
—
|
|
|
4,827
|
|
|
7,856
|
|
|
12,683
|
|
|
4,948
|
|
|
2002
|
|
Up to 40 years
|
|||||
6090 NE 14th Street, Des Moines, Iowa
|
|
1
|
|
|
—
|
|
|
622
|
|
|
345
|
|
|
967
|
|
|
307
|
|
|
2003
|
|
Up to 40 years
|
|||||
South 7th St, Louisville, Kentucky
|
|
4
|
|
|
—
|
|
|
709
|
|
|
10,241
|
|
|
10,950
|
|
|
3,607
|
|
|
Various
|
|
Up to 40 years
|
|||||
900 Distributors Row, New Orleans, Louisiana
|
|
1
|
|
|
—
|
|
|
7,607
|
|
|
1,070
|
|
|
8,677
|
|
|
5,266
|
|
|
2002
|
|
Up to 40 years
|
|||||
1274 Commercial Drive, Port Allen, Louisiana
|
|
1
|
|
|
—
|
|
|
2,680
|
|
|
3,752
|
|
|
6,432
|
|
|
2,300
|
|
|
2003
|
|
Up to 40 years
|
|||||
26 Parkway Drive (fka 133 Pleasant), Scarborough, Maine
|
|
1
|
|
|
—
|
|
|
8,337
|
|
|
29
|
|
|
8,366
|
|
|
2,451
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
8928 McGaw Ct, Columbia, Maryland
|
|
1
|
|
|
—
|
|
|
2,198
|
|
|
5,639
|
|
|
7,837
|
|
|
2,686
|
|
|
1999
|
|
Up to 40 years
|
|||||
10641 Iron Bridge Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
3,782
|
|
|
909
|
|
|
4,691
|
|
|
2,131
|
|
|
2000
|
|
Up to 40 years
|
|||||
8275 Patuxent Range Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
10,105
|
|
|
7,297
|
|
|
17,402
|
|
|
8,187
|
|
|
2001
|
|
Up to 40 years
|
|||||
96 High St, Billerica, Massachusetts
|
|
1
|
|
|
—
|
|
|
3,221
|
|
|
3,806
|
|
|
7,027
|
|
|
3,093
|
|
|
1998
|
|
Up to 40 years
|
|||||
120 Hampden St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
164
|
|
|
519
|
|
|
683
|
|
|
477
|
|
|
2002
|
|
Up to 40 years
|
|||||
32 George St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,820
|
|
|
5,367
|
|
|
7,187
|
|
|
4,544
|
|
|
1991
|
|
Up to 40 years
|
|||||
3435 Sharps Lot Rd, Dighton, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,911
|
|
|
723
|
|
|
2,634
|
|
|
1,881
|
|
|
1999
|
|
Up to 40 years
|
|||||
77 Constitution Boulevard, Franklin, Massachusetts
|
|
1
|
|
|
—
|
|
|
5,413
|
|
|
48
|
|
|
5,461
|
|
|
306
|
|
|
2014
|
|
Up to 40 years
|
|||||
216 Canal St, Lawrence, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,298
|
|
|
1,042
|
|
|
2,340
|
|
|
1,045
|
|
|
2001
|
|
Up to 40 years
|
|||||
Bearfoot Road, Northboro, Massachusetts
|
|
2
|
|
|
—
|
|
|
55,923
|
|
|
19,758
|
|
|
75,681
|
|
|
34,491
|
|
|
Various
|
|
Up to 40 years
|
|||||
38300 Plymouth Road, Livonia, Michigan
|
|
1
|
|
|
—
|
|
|
10,285
|
|
|
723
|
|
|
11,008
|
|
|
2,811
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
6601 Sterling Dr South, Sterling Heights, Michigan
|
|
1
|
|
|
—
|
|
|
1,294
|
|
|
1,056
|
|
|
2,350
|
|
|
1,138
|
|
|
2002
|
|
Up to 40 years
|
|||||
1985 Bart Ave, Warren, Michigan
|
|
1
|
|
|
—
|
|
|
1,802
|
|
|
392
|
|
|
2,194
|
|
|
906
|
|
|
2000
|
|
Up to 40 years
|
|||||
Wahl Court, Warren, Michigan
|
|
2
|
|
|
—
|
|
|
3,426
|
|
|
2,284
|
|
|
5,710
|
|
|
3,193
|
|
|
Various
|
|
Up to 40 years
|
|||||
31155 Wixom Rd, Wixom, Michigan
|
|
1
|
|
|
—
|
|
|
4,000
|
|
|
1,145
|
|
|
5,145
|
|
|
2,196
|
|
|
2001
|
|
Up to 40 years
|
|||||
3140 Ryder Trail South, Earth City, Missouri
|
|
1
|
|
|
—
|
|
|
3,072
|
|
|
2,988
|
|
|
6,060
|
|
|
1,772
|
|
|
2004
|
|
Up to 40 years
|
|||||
Missouri Bottom Road, Hazelwood, Missouri
|
|
3
|
|
|
—
|
|
|
28,282
|
|
|
—
|
|
|
28,282
|
|
|
5,064
|
|
|
2016
|
(6)
|
Up to 40 years
|
|||||
Leavenworth St/18th St, Omaha, Nebraska
|
|
3
|
|
|
—
|
|
|
2,924
|
|
|
14,646
|
|
|
17,570
|
|
|
5,097
|
|
|
Various
|
|
Up to 40 years
|
|||||
4105 North Lamb Blvd, Las Vegas, Nevada
|
|
1
|
|
|
—
|
|
|
3,430
|
|
|
8,805
|
|
|
12,235
|
|
|
4,585
|
|
|
2002
|
|
Up to 40 years
|
|||||
17 Hydro Plant Rd, Milton, New Hampshire
|
|
1
|
|
|
—
|
|
|
6,179
|
|
|
4,131
|
|
|
10,310
|
|
|
5,445
|
|
|
2001
|
|
Up to 40 years
|
|||||
Kimberly Rd, East Brunsick, New Jersey
|
|
3
|
|
|
—
|
|
|
22,105
|
|
|
5,369
|
|
|
27,474
|
|
|
11,815
|
|
|
Various
|
|
Up to 40 years
|
|||||
811 Route 33, Freehold, New Jersey
|
|
3
|
|
|
—
|
|
|
38,697
|
|
|
53,476
|
|
|
92,173
|
|
|
41,722
|
|
|
Various
|
|
Up to 40 years
|
|||||
51-69 & 77-81 Court St, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
11,734
|
|
|
615
|
|
|
12,349
|
|
|
178
|
|
|
2015
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
560 Irvine Turner Blvd, Newark, New Jersey
|
|
1
|
|
|
$
|
—
|
|
|
$
|
9,522
|
|
|
$
|
570
|
|
|
$
|
10,092
|
|
|
$
|
199
|
|
|
2015
|
|
Up to 40 years
|
231 Johnson Ave, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
8,945
|
|
|
943
|
|
|
9,888
|
|
|
210
|
|
|
2015
|
|
Up to 40 years
|
|||||
650 Howard Avenue, Somerset, New Jersey
|
|
1
|
|
|
—
|
|
|
3,585
|
|
|
11,395
|
|
|
14,980
|
|
|
4,377
|
|
|
2006
|
|
Up to 40 years
|
|||||
555 Gallatin Place, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
4,083
|
|
|
668
|
|
|
4,751
|
|
|
2,099
|
|
|
2001
|
|
Up to 40 years
|
|||||
7500 Los Volcanes Rd NW, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
2,801
|
|
|
1,928
|
|
|
4,729
|
|
|
2,285
|
|
|
1999
|
|
Up to 40 years
|
|||||
100 Bailey Ave, Buffalo, New York
|
|
1
|
|
|
—
|
|
|
1,324
|
|
|
10,778
|
|
|
12,102
|
|
|
5,135
|
|
|
1998
|
|
Up to 40 years
|
|||||
64 Leone Ln, Chester, New York
|
|
1
|
|
|
—
|
|
|
5,086
|
|
|
1,124
|
|
|
6,210
|
|
|
3,099
|
|
|
2000
|
|
Up to 40 years
|
|||||
1368 County Rd 8, Farmington, New York
|
|
1
|
|
|
—
|
|
|
2,611
|
|
|
4,461
|
|
|
7,072
|
|
|
3,827
|
|
|
1998
|
|
Up to 40 years
|
|||||
County Rd 10, Linlithgo, New York
|
|
2
|
|
|
—
|
|
|
102
|
|
|
2,906
|
|
|
3,008
|
|
|
1,237
|
|
|
2001
|
|
Up to 40 years
|
|||||
77 Seaview Blvd, N. Hempstead New York
|
|
1
|
|
|
—
|
|
|
5,719
|
|
|
1,411
|
|
|
7,130
|
|
|
2,102
|
|
|
2006
|
|
Up to 40 years
|
|||||
37 Hurds Corner Road, Pawling, New York
|
|
1
|
|
|
—
|
|
|
4,323
|
|
|
601
|
|
|
4,924
|
|
|
1,703
|
|
|
2005
|
|
Up to 40 years
|
|||||
Ulster Ave/Route 9W, Port Ewen, New York
|
|
3
|
|
|
—
|
|
|
23,137
|
|
|
7,682
|
|
|
30,819
|
|
|
19,383
|
|
|
2001
|
|
Up to 40 years
|
|||||
Binnewater Rd, Rosendale, New York
|
|
2
|
|
|
—
|
|
|
5,142
|
|
|
9,643
|
|
|
14,785
|
|
|
5,018
|
|
|
Various
|
|
Up to 40 years
|
|||||
220 Wavel St, Syracuse, New York
|
|
1
|
|
|
—
|
|
|
2,929
|
|
|
1,984
|
|
|
4,913
|
|
|
2,436
|
|
|
1997
|
|
Up to 40 years
|
|||||
2235 Cessna Drive, Burlington, North Carolina
|
|
1
|
|
|
—
|
|
|
1,602
|
|
|
251
|
|
|
1,853
|
|
|
59
|
|
|
2015
|
|
Up to 40 years
|
|||||
14500 Weston Pkwy, Cary, North Carolina
|
|
1
|
|
|
—
|
|
|
1,880
|
|
|
1,709
|
|
|
3,589
|
|
|
1,458
|
|
|
1999
|
|
Up to 40 years
|
|||||
11350 Deerfield Rd, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
4,259
|
|
|
246
|
|
|
4,505
|
|
|
2,506
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
1034 Hulbert Ave, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
786
|
|
|
802
|
|
|
1,588
|
|
|
733
|
|
|
2000
|
|
Up to 40 years
|
|||||
1275 East 40th, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,129
|
|
|
445
|
|
|
3,574
|
|
|
1,701
|
|
|
1999
|
|
Up to 40 years
|
|||||
7208 Euclid Avenue, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,336
|
|
|
2,699
|
|
|
6,035
|
|
|
2,403
|
|
|
2001
|
|
Up to 40 years
|
|||||
4260 Tuller Ridge Rd, Dublin, Ohio
|
|
1
|
|
|
—
|
|
|
1,030
|
|
|
1,607
|
|
|
2,637
|
|
|
1,267
|
|
|
1999
|
|
Up to 40 years
|
|||||
2120 Buzick Drive, Obetz, Ohio
|
|
1
|
|
|
—
|
|
|
4,317
|
|
|
13,887
|
|
|
18,204
|
|
|
5,870
|
|
|
2003
|
|
Up to 40 years
|
|||||
302 South Byrne Rd, Toledo, Ohio
|
|
1
|
|
|
—
|
|
|
602
|
|
|
1,004
|
|
|
1,606
|
|
|
551
|
|
|
2001
|
|
Up to 40 years
|
|||||
Partnership Drive, Oklahoma City, Oklahoma
|
|
3
|
|
|
—
|
|
|
11,437
|
|
|
33
|
|
|
11,470
|
|
|
2,224
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
7530 N. Leadbetter Road, Portland, Oregon
|
|
1
|
|
|
—
|
|
|
5,187
|
|
|
1,840
|
|
|
7,027
|
|
|
3,614
|
|
|
2002
|
|
Up to 40 years
|
|||||
Branchton Rd, Boyers, Pennsylvania
|
|
2
|
|
|
—
|
|
|
21,166
|
|
|
198,855
|
|
|
220,021
|
|
|
37,903
|
|
|
Various
|
|
Up to 40 years
|
|||||
1201 Freedom Rd, Cranberry Township, Pennsylvania
|
|
1
|
|
|
—
|
|
|
1,057
|
|
|
12,409
|
|
|
13,466
|
|
|
5,650
|
|
|
2001
|
|
Up to 40 years
|
|||||
800 Carpenters Crossings, Folcroft, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,457
|
|
|
935
|
|
|
3,392
|
|
|
1,733
|
|
|
2000
|
|
Up to 40 years
|
|||||
36 Great Valley Pkwy, Malvern, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,397
|
|
|
6,475
|
|
|
8,872
|
|
|
3,327
|
|
|
1999
|
|
Up to 40 years
|
|||||
Henderson Dr/Elmwood Ave, Sharon Hill, Pennsylvania
|
|
3
|
|
|
—
|
|
|
24,153
|
|
|
9,935
|
|
|
34,088
|
|
|
14,939
|
|
|
Various
|
|
Up to 40 years
|
|||||
Las Flores Industrial Park, Rio Grande, Puerto Rico
|
|
1
|
|
|
—
|
|
|
4,185
|
|
|
3,289
|
|
|
7,474
|
|
|
3,555
|
|
|
2001
|
|
Up to 40 years
|
|||||
24 Snake Hill Road, Chepachet, Rhode Island
|
|
1
|
|
|
—
|
|
|
2,659
|
|
|
2,151
|
|
|
4,810
|
|
|
2,334
|
|
|
2001
|
|
Up to 40 years
|
|||||
1061 Carolina Pines Road, Columbia, South Carolina
|
|
1
|
|
|
—
|
|
|
11,776
|
|
|
—
|
|
|
11,776
|
|
|
1,918
|
|
|
2016
|
(6)
|
Up to 40 years
|
|||||
2301 Prosperity Way, Florence, South Carolina
|
|
1
|
|
|
—
|
|
|
2,846
|
|
|
—
|
|
|
2,846
|
|
|
718
|
|
|
2016
|
(6)
|
Up to 40 years
|
|||||
Mitchell Street, Knoxville, Tennessee
|
|
2
|
|
|
—
|
|
|
718
|
|
|
4,427
|
|
|
5,145
|
|
|
1,424
|
|
|
Various
|
|
Up to 40 years
|
|||||
415 Brick Church Park Dr, Nashville, Tennessee
|
|
1
|
|
|
—
|
|
|
2,312
|
|
|
3,917
|
|
|
6,229
|
|
|
3,140
|
|
|
2000
|
|
Up to 40 years
|
|||||
6005 Dana Way, Nashville, Tennessee
|
|
2
|
|
|
—
|
|
|
1,827
|
|
|
2,723
|
|
|
4,550
|
|
|
1,400
|
|
|
2000
|
|
Up to 40 years
|
|||||
11406 Metric Blvd, Austin, Texas
|
|
1
|
|
|
—
|
|
|
5,489
|
|
|
1,915
|
|
|
7,404
|
|
|
3,564
|
|
|
2002
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
6600 Metropolis Drive, Austin, Texas
|
|
1
|
|
|
$
|
—
|
|
|
$
|
4,519
|
|
|
$
|
281
|
|
|
$
|
4,800
|
|
|
$
|
859
|
|
|
2011
|
|
Up to 40 years
|
Capital Parkway, Carrollton, Texas
|
|
3
|
|
|
—
|
|
|
8,299
|
|
|
70
|
|
|
8,369
|
|
|
2,265
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
1800 Columbian Club Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
19,673
|
|
|
398
|
|
|
20,071
|
|
|
7,349
|
|
|
2013
|
|
Up to 40 years
|
|||||
1905 John Connally Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
2,174
|
|
|
595
|
|
|
2,769
|
|
|
1,115
|
|
|
2000
|
|
Up to 40 years
|
|||||
13425 Branchview Ln, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,518
|
|
|
3,317
|
|
|
6,835
|
|
|
3,800
|
|
|
2001
|
|
Up to 40 years
|
|||||
Cockrell Ave, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
1,277
|
|
|
1,542
|
|
|
2,819
|
|
|
1,857
|
|
|
2000
|
|
Up to 40 years
|
|||||
1819 S. Lamar St, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,215
|
|
|
699
|
|
|
3,914
|
|
|
2,128
|
|
|
2000
|
|
Up to 40 years
|
|||||
2000 Robotics Place Suite B, Fort Worth, Texas
|
|
1
|
|
|
—
|
|
|
5,328
|
|
|
561
|
|
|
5,889
|
|
|
2,407
|
|
|
2002
|
|
Up to 40 years
|
|||||
1202 Ave R, Grand Prairie, Texas
|
|
1
|
|
|
—
|
|
|
8,354
|
|
|
1,813
|
|
|
10,167
|
|
|
4,896
|
|
|
2003
|
|
Up to 40 years
|
|||||
15333 Hempstead Hwy, Houston, Texas
|
|
3
|
|
|
—
|
|
|
6,327
|
|
|
34,950
|
|
|
41,277
|
|
|
8,035
|
|
|
2004
|
|
Up to 40 years
|
|||||
2600 Center Street, Houston, Texas
|
|
1
|
|
|
—
|
|
|
2,840
|
|
|
1,356
|
|
|
4,196
|
|
|
2,141
|
|
|
2000
|
|
Up to 40 years
|
|||||
3502 Bissonnet St, Houston, Texas
|
|
1
|
|
|
—
|
|
|
7,687
|
|
|
253
|
|
|
7,940
|
|
|
5,103
|
|
|
2002
|
|
Up to 40 years
|
|||||
5249 Glenmont Ave, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,467
|
|
|
1,896
|
|
|
5,363
|
|
|
2,166
|
|
|
2000
|
|
Up to 40 years
|
|||||
5707 Chimney Rock, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,032
|
|
|
1,033
|
|
|
2,065
|
|
|
941
|
|
|
2002
|
|
Up to 40 years
|
|||||
5757 Royalton Dr, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,795
|
|
|
989
|
|
|
2,784
|
|
|
1,058
|
|
|
2000
|
|
Up to 40 years
|
|||||
6203 Bingle Rd, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,188
|
|
|
11,167
|
|
|
14,355
|
|
|
7,411
|
|
|
2001
|
|
Up to 40 years
|
|||||
7800 Westpark, Houston, Texas
|
|
1
|
|
|
—
|
|
|
6,323
|
|
|
607
|
|
|
6,930
|
|
|
1,314
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
9601 West Tidwell, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,680
|
|
|
1,958
|
|
|
3,638
|
|
|
963
|
|
|
2001
|
|
Up to 40 years
|
|||||
1235 North Union Bower, Irving, Texas
|
|
1
|
|
|
—
|
|
|
1,574
|
|
|
1,136
|
|
|
2,710
|
|
|
1,124
|
|
|
2001
|
|
Up to 40 years
|
|||||
15300 FM 1825, Pflugerville, Texas
|
|
2
|
|
|
—
|
|
|
3,811
|
|
|
7,851
|
|
|
11,662
|
|
|
3,688
|
|
|
2001
|
|
Up to 40 years
|
|||||
929 South Medina St, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,883
|
|
|
1,137
|
|
|
5,020
|
|
|
2,224
|
|
|
2002
|
|
Up to 40 years
|
|||||
930 Avenue B, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
393
|
|
|
227
|
|
|
620
|
|
|
193
|
|
|
1998
|
|
Up to 40 years
|
|||||
931 North Broadway, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,526
|
|
|
945
|
|
|
4,471
|
|
|
2,433
|
|
|
1999
|
|
Up to 40 years
|
|||||
1665 S. 5350 West, Salt Lake City, Utah
|
|
1
|
|
|
—
|
|
|
6,239
|
|
|
3,582
|
|
|
9,821
|
|
|
4,114
|
|
|
2002
|
|
Up to 40 years
|
|||||
11052 Lakeridge Pkwy, Ashland, Virginia
|
|
1
|
|
|
—
|
|
|
1,709
|
|
|
1,848
|
|
|
3,557
|
|
|
1,454
|
|
|
1999
|
|
Up to 40 years
|
|||||
2301 International Parkway, Fredericksburg, Virginia
|
|
1
|
|
|
—
|
|
|
20,980
|
|
|
21
|
|
|
21,001
|
|
|
3,917
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
4555 Progress Road, Norfolk, Virginia
|
|
1
|
|
|
—
|
|
|
6,527
|
|
|
597
|
|
|
7,124
|
|
|
2,445
|
|
|
2011
|
|
Up to 40 years
|
|||||
3725 Thirlane Rd. N.W., Roanoke, Virginia
|
|
1
|
|
|
—
|
|
|
2,577
|
|
|
84
|
|
|
2,661
|
|
|
684
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
7700-7730 Southern Dr, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
14,167
|
|
|
2,538
|
|
|
16,705
|
|
|
8,495
|
|
|
2002
|
|
Up to 40 years
|
|||||
8001 Research Way, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
5,230
|
|
|
2,562
|
|
|
7,792
|
|
|
2,609
|
|
|
2002
|
|
Up to 40 years
|
|||||
22445 Randolph Dr, Sterling, Virginia
|
|
1
|
|
|
—
|
|
|
7,598
|
|
|
3,687
|
|
|
11,285
|
|
|
5,026
|
|
|
2005
|
|
Up to 40 years
|
|||||
307 South 140th St, Burien, Washington
|
|
1
|
|
|
—
|
|
|
2,078
|
|
|
2,079
|
|
|
4,157
|
|
|
1,911
|
|
|
1999
|
|
Up to 40 years
|
|||||
8908 W. Hallett Rd, Cheney, Washington
|
|
1
|
|
|
—
|
|
|
510
|
|
|
4,106
|
|
|
4,616
|
|
|
1,517
|
|
|
1999
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
6600 Hardeson Rd, Everett, Washington
|
|
1
|
|
|
$
|
—
|
|
|
$
|
5,399
|
|
|
$
|
3,227
|
|
|
$
|
8,626
|
|
|
$
|
2,870
|
|
|
2002
|
|
Up to 40 years
|
19826 Russell Rd, South, Kent, Washington
|
|
1
|
|
|
—
|
|
|
14,793
|
|
|
8,457
|
|
|
23,250
|
|
|
8,624
|
|
|
2002
|
|
Up to 40 years
|
|||||
1201 N. 96th St, Seattle, Washington
|
|
1
|
|
|
—
|
|
|
4,496
|
|
|
1,629
|
|
|
6,125
|
|
|
2,930
|
|
|
2001
|
|
Up to 40 years
|
|||||
4330 South Grove Road, Spokane, Washington
|
|
1
|
|
|
—
|
|
|
3,906
|
|
|
208
|
|
|
4,114
|
|
|
111
|
|
|
2015
|
|
Up to 40 years
|
|||||
12021 West Bluemound Road, Wauwatosa, Wisconsin
|
|
1
|
|
|
—
|
|
|
1,307
|
|
|
2,077
|
|
|
3,384
|
|
|
1,142
|
|
|
1999
|
|
Up to 40 years
|
|||||
|
|
181
|
|
|
—
|
|
|
912,136
|
|
|
791,576
|
|
|
1,703,712
|
|
|
605,773
|
|
|
|
|
|
|||||
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
One Command Court, Bedford
|
|
1
|
|
|
—
|
|
|
3,847
|
|
|
4,118
|
|
|
7,965
|
|
|
3,101
|
|
|
2000
|
|
Up to 40 years
|
|||||
195 Summerlea Road, Brampton
|
|
1
|
|
|
—
|
|
|
5,403
|
|
|
4,992
|
|
|
10,395
|
|
|
3,915
|
|
|
2000
|
|
Up to 40 years
|
|||||
10 Tilbury Court, Brampton
|
|
1
|
|
|
—
|
|
|
5,007
|
|
|
16,037
|
|
|
21,044
|
|
|
5,134
|
|
|
2000
|
|
Up to 40 years
|
|||||
8825 Northbrook Court, Burnaby
|
|
1
|
|
|
—
|
|
|
8,091
|
|
|
709
|
|
|
8,800
|
|
|
3,611
|
|
|
2001
|
|
Up to 40 years
|
|||||
8088 Glenwood Drive, Burnaby
|
|
1
|
|
|
—
|
|
|
4,326
|
|
|
6,634
|
|
|
10,960
|
|
|
3,429
|
|
|
2005
|
|
Up to 40 years
|
|||||
5811 26th Street S.E., Calgary
|
|
1
|
|
|
—
|
|
|
14,658
|
|
|
7,061
|
|
|
21,719
|
|
|
8,627
|
|
|
2000
|
|
Up to 40 years
|
|||||
3905-101 Street, Edmonton
|
|
1
|
|
|
—
|
|
|
2,020
|
|
|
448
|
|
|
2,468
|
|
|
1,245
|
|
|
2000
|
|
Up to 40 years
|
|||||
68 Grant Timmins Drive, Kingston
|
|
1
|
|
|
—
|
|
|
3,639
|
|
|
—
|
|
|
3,639
|
|
|
—
|
|
|
2016
|
|
Up to 40 years
|
|||||
3005 Boul. Jean-Baptiste Deschamps, Lachine
|
|
1
|
|
|
—
|
|
|
2,751
|
|
|
16
|
|
|
2,767
|
|
|
1,104
|
|
|
2000
|
|
Up to 40 years
|
|||||
1655 Fleetwood, Laval
|
|
1
|
|
|
—
|
|
|
8,196
|
|
|
13,970
|
|
|
22,166
|
|
|
9,457
|
|
|
2000
|
|
Up to 40 years
|
|||||
4005 Richelieu, Montreal
|
|
1
|
|
|
—
|
|
|
1,800
|
|
|
1,077
|
|
|
2,877
|
|
|
1,239
|
|
|
2000
|
|
Up to 40 years
|
|||||
1209 Algoma Rd, Ottawa
|
|
1
|
|
|
—
|
|
|
1,059
|
|
|
5,744
|
|
|
6,803
|
|
|
3,027
|
|
|
2000
|
|
Up to 40 years
|
|||||
235 Edson Street, Saskatoon
|
|
1
|
|
|
—
|
|
|
829
|
|
|
1,316
|
|
|
2,145
|
|
|
607
|
|
|
2008
|
|
Up to 40 years
|
|||||
640 Coronation Drive, Scarborough
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
754
|
|
|
2,607
|
|
|
986
|
|
|
2000
|
|
Up to 40 years
|
|||||
610 Sprucewood Ave, Windsor
|
|
1
|
|
|
—
|
|
|
1,243
|
|
|
316
|
|
|
1,559
|
|
|
461
|
|
|
2007
|
|
Up to 40 years
|
|||||
|
|
15
|
|
|
—
|
|
|
64,722
|
|
|
63,192
|
|
|
127,914
|
|
|
45,943
|
|
|
|
|
|
|||||
|
|
196
|
|
|
—
|
|
|
976,858
|
|
|
854,768
|
|
|
1,831,626
|
|
|
651,716
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost to
Company |
|
Cost capitalized
subsequent to acquisition(2) |
|
Gross amount
carried at close of current period(1)(3) |
|
Accumulated
depreciation at close of current period(1)(3) |
|
Date of
construction or acquired(4) |
|
Life on which
depreciation in latest income statement is computed |
|||||||||||
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gewerbeparkstr. 3, Vienna, Austria
|
|
1
|
|
|
$
|
—
|
|
|
$
|
6,542
|
|
|
$
|
5,806
|
|
|
$
|
12,348
|
|
|
$
|
1,798
|
|
|
2010
|
|
Up to 40 years
|
Woluwelaan 147, Diegem, Belgium
|
|
1
|
|
|
—
|
|
|
2,541
|
|
|
4,726
|
|
|
7,267
|
|
|
3,168
|
|
|
2003
|
|
Up to 40 years
|
|||||
628 Western Avenue, Acton, England
|
|
1
|
|
|
—
|
|
|
2,070
|
|
|
(342
|
)
|
|
1,728
|
|
|
668
|
|
|
2003
|
|
Up to 40 years
|
|||||
65 Egerton Road, Birmingham, England
|
|
1
|
|
|
—
|
|
|
6,980
|
|
|
915
|
|
|
7,895
|
|
|
3,953
|
|
|
2003
|
|
Up to 40 years
|
|||||
Otterham Quay Lane, Gillingham, England
|
|
9
|
|
|
—
|
|
|
7,418
|
|
|
2,368
|
|
|
9,786
|
|
|
4,247
|
|
|
2003
|
|
Up to 40 years
|
|||||
Pennine Way, Hemel Hempstead, England
|
|
1
|
|
|
—
|
|
|
10,847
|
|
|
3,686
|
|
|
14,533
|
|
|
5,588
|
|
|
2004
|
|
Up to 40 years
|
|||||
Kemble Industrial Park, Kemble, England
|
|
2
|
|
|
—
|
|
|
5,277
|
|
|
6,012
|
|
|
11,289
|
|
|
7,096
|
|
|
2004
|
|
Up to 40 years
|
|||||
Gayton Road, Kings Lynn, England
|
|
3
|
|
|
—
|
|
|
3,119
|
|
|
1,047
|
|
|
4,166
|
|
|
2,415
|
|
|
2003
|
|
Up to 40 years
|
|||||
24/26 Gillender Street, London, England
|
|
1
|
|
|
—
|
|
|
4,666
|
|
|
1,424
|
|
|
6,090
|
|
|
2,269
|
|
|
2003
|
|
Up to 40 years
|
|||||
Cody Road, London, England
|
|
2
|
|
|
—
|
|
|
20,307
|
|
|
3,443
|
|
|
23,750
|
|
|
8,640
|
|
|
2003
|
|
Up to 40 years
|
|||||
Deanston Wharf, London, England
|
|
1
|
|
|
—
|
|
|
15,824
|
|
|
(2,602
|
)
|
|
13,222
|
|
|
2,900
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Unit 10 High Cross Centre, London, England
|
|
1
|
|
|
—
|
|
|
3,598
|
|
|
180
|
|
|
3,778
|
|
|
1,039
|
|
|
2003
|
|
Up to 40 years
|
|||||
Old Poplar Bus Garage, London, England
|
|
1
|
|
|
—
|
|
|
4,639
|
|
|
1,373
|
|
|
6,012
|
|
|
3,031
|
|
|
2003
|
|
Up to 40 years
|
|||||
17 Broadgate, Oldham, England
|
|
1
|
|
|
—
|
|
|
4,039
|
|
|
30
|
|
|
4,069
|
|
|
1,866
|
|
|
2008
|
|
Up to 40 years
|
|||||
Harpway Lane, Sopley, England
|
|
1
|
|
|
—
|
|
|
681
|
|
|
1,280
|
|
|
1,961
|
|
|
1,122
|
|
|
2004
|
|
Up to 40 years
|
|||||
Unit 1A Broadmoor Road, Swindom, England
|
|
1
|
|
|
—
|
|
|
2,636
|
|
|
279
|
|
|
2,915
|
|
|
856
|
|
|
2006
|
|
Up to 40 years
|
|||||
Jeumont-Schneider, Champagne Sur Seine, France
|
|
3
|
|
|
—
|
|
|
1,750
|
|
|
2,217
|
|
|
3,967
|
|
|
1,776
|
|
|
2003
|
|
Up to 40 years
|
|||||
Bat I-VII Rue de Osiers, Coignieres, France
|
|
4
|
|
|
—
|
|
|
21,318
|
|
|
(1,791
|
)
|
|
19,527
|
|
|
658
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
26 Rue de I Industrie, Fergersheim, France
|
|
1
|
|
|
—
|
|
|
1,322
|
|
|
(111
|
)
|
|
1,211
|
|
|
42
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Bat A, B, C1, C2, C3 Rue Imperiale, Gue de Longroi, France
|
|
1
|
|
|
—
|
|
|
3,390
|
|
|
(285
|
)
|
|
3,105
|
|
|
120
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Le Petit Courtin Site de Dois, Gueslin, Mingieres, France
|
|
1
|
|
|
—
|
|
|
14,141
|
|
|
(1,187
|
)
|
|
12,954
|
|
|
310
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
ZI des Sables, Morangis, France
|
|
1
|
|
|
1,409
|
|
|
12,407
|
|
|
6,641
|
|
|
19,048
|
|
|
14,653
|
|
|
2004
|
|
Up to 40 years
|
|||||
45 Rue de Savoie, Manissieux, Saint Priest, France
|
|
1
|
|
|
—
|
|
|
5,546
|
|
|
(466
|
)
|
|
5,080
|
|
|
134
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Gutenbergstrabe 55, Hamburg, Germany
|
|
1
|
|
|
—
|
|
|
4,022
|
|
|
(337
|
)
|
|
3,685
|
|
|
68
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Brommer Weg 1, Wipshausen, Germany
|
|
1
|
|
|
—
|
|
|
3,220
|
|
|
1,462
|
|
|
4,682
|
|
|
2,757
|
|
|
2006
|
|
Up to 40 years
|
|||||
Warehouse and Offices 4 Springhill, Cork, Ireland
|
|
1
|
|
|
—
|
|
|
9,040
|
|
|
1,600
|
|
|
10,640
|
|
|
3,267
|
|
|
2014
|
|
Up to 40 years
|
|||||
17 Crag Terrace, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
2,818
|
|
|
685
|
|
|
3,503
|
|
|
1,047
|
|
|
2001
|
|
Up to 40 years
|
|||||
Damastown Industrial Park, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
16,034
|
|
|
4,575
|
|
|
20,609
|
|
|
5,217
|
|
|
2012
|
|
Up to 40 years
|
|||||
Portsmuiden 46, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,852
|
|
|
1,782
|
|
|
3,634
|
|
|
1,608
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Schepenbergweg 1, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,258
|
|
|
(751
|
)
|
|
507
|
|
|
156
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Vareseweg 130, Rotterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,357
|
|
|
987
|
|
|
2,344
|
|
|
1,531
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Howemoss Drive, Aberdeen, Scotland
|
|
2
|
|
|
—
|
|
|
6,970
|
|
|
4,592
|
|
|
11,562
|
|
|
3,297
|
|
|
Various
|
|
Up to 40 years
|
|||||
Traquair Road, Innerleithen, Scotland
|
|
1
|
|
|
—
|
|
|
113
|
|
|
2,007
|
|
|
2,120
|
|
|
788
|
|
|
2004
|
|
Up to 40 years
|
|||||
Nettlehill Road, Houston Industrial Estate, Livingston, Scotland
|
|
1
|
|
|
—
|
|
|
11,517
|
|
|
21,114
|
|
|
32,631
|
|
|
13,594
|
|
|
2001
|
|
Up to 40 years
|
|||||
Av Madrid s/n Poligono Industrial Matillas, Alcala de Henares, Spain
|
|
1
|
|
|
—
|
|
|
186
|
|
|
226
|
|
|
412
|
|
|
296
|
|
|
2014
|
|
Up to 40 years
|
|||||
Calle Bronce, 37, Chiloeches, Spain
|
|
1
|
|
|
—
|
|
|
11,011
|
|
|
1,641
|
|
|
12,652
|
|
|
2,086
|
|
|
2010
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost to
Company
|
|
Cost capitalized
subsequent to
acquisition(2)
|
|
Gross amount
carried at close
of current
period(1)(3)
|
|
Accumulated
depreciation at
close of current
period(1)(3)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
Europe (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ctra M.118 , Km.3 Parcela 3, Madrid, Spain
|
|
1
|
|
|
$
|
—
|
|
|
$
|
3,981
|
|
|
$
|
5,180
|
|
|
$
|
9,161
|
|
|
$
|
5,037
|
|
|
2001
|
|
Up to 40 years
|
Fundicion 8, Rivas-Vaciamadrid, Spain
|
|
1
|
|
|
—
|
|
|
1,022
|
|
|
2,276
|
|
|
3,298
|
|
|
1,384
|
|
|
2002
|
|
Up to 40 years
|
|||||
Abanto Ciervava, Spain
|
|
2
|
|
|
—
|
|
|
1,053
|
|
|
(312
|
)
|
|
741
|
|
|
186
|
|
|
Various
|
|
Up to 40 years
|
|||||
|
|
58
|
|
|
1,409
|
|
|
236,512
|
|
|
81,370
|
|
|
317,882
|
|
|
110,668
|
|
|
|
|
|
|||||
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amancio Alcorta 2396, Buenos Aires, Argentina
|
|
2
|
|
|
—
|
|
|
655
|
|
|
4,096
|
|
|
4,751
|
|
|
1,255
|
|
|
Various
|
|
Up to 40 years
|
|||||
Azara 1245, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
166
|
|
|
241
|
|
|
407
|
|
|
182
|
|
|
1998
|
|
Up to 40 years
|
|||||
Saraza 6135, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
144
|
|
|
992
|
|
|
1,136
|
|
|
278
|
|
|
1995
|
|
Up to 40 years
|
|||||
Spegazzini, Ezeiza Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
12,773
|
|
|
(1,356
|
)
|
|
11,417
|
|
|
861
|
|
|
2012
|
|
Up to 40 years
|
|||||
Av Ernest de Moraes 815, Bairro Fim do Campo, Jarinu Brazil
|
|
1
|
|
|
—
|
|
|
12,562
|
|
|
696
|
|
|
13,258
|
|
|
346
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Rua Peri 80, Jundiai, Brazil
|
|
2
|
|
|
—
|
|
|
8,894
|
|
|
493
|
|
|
9,387
|
|
|
255
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Francisco de Souza e Melo, Rio de Janerio, Brazil
|
|
3
|
|
|
—
|
|
|
1,868
|
|
|
11,177
|
|
|
13,045
|
|
|
2,209
|
|
|
Various
|
|
Up to 40 years
|
|||||
Hortolandia, Sao Paulo, Brazil
|
|
1
|
|
|
—
|
|
|
24,078
|
|
|
7,205
|
|
|
31,283
|
|
|
1,742
|
|
|
2014
|
|
Up to 40 years
|
|||||
El Taqueral 99, Santiago, Chile
|
|
2
|
|
|
—
|
|
|
2,629
|
|
|
36,076
|
|
|
38,705
|
|
|
8,400
|
|
|
2006
|
|
Up to 40 years
|
|||||
Panamericana Norte 18900, Santiago, Chile
|
|
4
|
|
|
—
|
|
|
4,001
|
|
|
16,158
|
|
|
20,159
|
|
|
6,183
|
|
|
2004
|
|
Up to 40 years
|
|||||
Avenida Prolongacion del Colli 1104, Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
374
|
|
|
898
|
|
|
1,272
|
|
|
722
|
|
|
2002
|
|
Up to 40 years
|
|||||
Privada Las Flores No. 25 (G3), Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
905
|
|
|
859
|
|
|
1,764
|
|
|
678
|
|
|
2004
|
|
Up to 40 years
|
|||||
Tula KM Parque de Las, Huehuetoca, Mexico
|
|
2
|
|
|
—
|
|
|
19,937
|
|
|
(3,416
|
)
|
|
16,521
|
|
|
868
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Carretera Pesqueria Km2.5(M3), Monterrey, Mexico
|
|
2
|
|
|
—
|
|
|
3,537
|
|
|
2,625
|
|
|
6,162
|
|
|
1,648
|
|
|
2004
|
|
Up to 40 years
|
|||||
Lote 2, Manzana A, (T2& T3), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
2,204
|
|
|
3,004
|
|
|
5,208
|
|
|
3,579
|
|
|
2002
|
|
Up to 40 years
|
|||||
Prolongacion de la Calle 7 (T4), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
7,544
|
|
|
9,379
|
|
|
16,923
|
|
|
4,939
|
|
|
2007
|
|
Up to 40 years
|
|||||
Panamericana Sur, KM 57.5, Lima, Peru
|
|
7
|
|
|
3,475
|
|
|
1,549
|
|
|
647
|
|
|
2,196
|
|
|
1,120
|
|
|
Various
|
|
Up to 40 years
|
|||||
Av. Elmer Faucett 3462, Lima, Peru
|
|
2
|
|
|
—
|
|
|
4,112
|
|
|
4,484
|
|
|
8,596
|
|
|
3,902
|
|
|
Various
|
|
Up to 40 years
|
|||||
Calle Los Claveles-Seccion 3, Lima, Peru
|
|
1
|
|
|
—
|
|
|
8,179
|
|
|
23,987
|
|
|
32,166
|
|
|
5,431
|
|
|
2010
|
|
Up to 40 years
|
|||||
|
|
36
|
|
|
3,475
|
|
|
116,111
|
|
|
118,245
|
|
|
234,356
|
|
|
44,598
|
|
|
|
|
|
|||||
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
8 Whitestone Drive, Austins Ferry, Australia
|
|
1
|
|
|
—
|
|
|
681
|
|
|
2,621
|
|
|
3,302
|
|
|
191
|
|
|
2012
|
|
Up to 40 years
|
|||||
6 Norwich Street, South Launceston, Australia
|
|
1
|
|
|
—
|
|
|
1,090
|
|
|
(56
|
)
|
|
1,034
|
|
|
35
|
|
|
2015
|
|
Up to 40 years
|
|||||
Warehouse No 4, Shanghai, China
|
|
1
|
|
|
—
|
|
|
1,530
|
|
|
723
|
|
|
2,253
|
|
|
200
|
|
|
2013
|
|
Up to 40 years
|
|||||
2 Yung Ho Road, Singapore
|
|
1
|
|
|
—
|
|
|
10,395
|
|
|
(748
|
)
|
|
9,647
|
|
|
251
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
26 Chin Bee Drive, Singapore
|
|
1
|
|
|
—
|
|
|
15,699
|
|
|
(1,130
|
)
|
|
14,569
|
|
|
348
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
IC1 69 Moo 2, Soi Wat Namdaeng, Bangkok, Thailand
|
|
2
|
|
|
—
|
|
|
13,226
|
|
|
(355
|
)
|
|
12,871
|
|
|
474
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
|
|
7
|
|
|
—
|
|
|
42,621
|
|
|
1,055
|
|
|
43,676
|
|
|
1,499
|
|
|
|
|
Up to 40 years
|
|||||
Total
|
|
297
|
|
|
$
|
4,884
|
|
|
$
|
1,372,102
|
|
|
$
|
1,055,438
|
|
|
$
|
2,427,540
|
|
|
$
|
808,481
|
|
|
|
|
|
(1)
|
The above information only includes the real estate facilities that are owned. The gross cost includes the cost for land, land improvements, buildings, building improvements and racking. The listing does not reflect the
1,146
leased facilities in our real estate portfolio. In addition, the above information does not include any value for capital leases for property that is classified as land, buildings and building improvements in our consolidated financial statements.
|
(2)
|
Amount includes cumulative impact of foreign currency translation fluctuations.
|
(3)
|
No
single site exceeds
5%
of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
|
(4)
|
Date of construction or acquired represents the date we constructed the facility, acquired the facility through purchase or acquisition.
|
(5)
|
Property was acquired in connection with the Recall Transaction.
|
(6)
|
This date represents the date the categorization of the property was changed from a leased facility to an owned facility.
|
|
Year Ended December 31,
|
|
||||||
|
2015
|
|
2016
|
|
||||
|
|
|
|
|
||||
Gross amount at beginning of period
|
$
|
2,019,585
|
|
|
$
|
2,204,988
|
|
|
Additions during period:
|
|
|
|
|
|
|||
Acquisitions(1)
|
33,180
|
|
|
131,665
|
|
|
||
Discretionary capital projects
|
136,398
|
|
|
108,760
|
|
|
||
Other adjustments(2)
|
101,386
|
|
|
42,904
|
|
|
||
Foreign currency translation fluctuations
|
(85,092
|
)
|
|
(37,653
|
)
|
|
||
|
185,872
|
|
|
245,676
|
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Cost of real estate sold or disposed
|
(469
|
)
|
|
(23,124
|
)
|
|
||
Gross amount at end of period
|
$
|
2,204,988
|
|
|
$
|
2,427,540
|
|
|
(1)
|
Includes acquisition of sites through business combinations and purchase accounting adjustments.
|
|
Year Ended December 31,
|
|
||||||
|
2015
|
|
2016
|
|
||||
|
|
|
|
|
||||
Gross amount of accumulated depreciation at beginning of period
|
$
|
648,734
|
|
|
$
|
745,186
|
|
|
Additions during period:
|
|
|
|
|
|
|||
Depreciation
|
77,976
|
|
|
77,664
|
|
|
||
Other adjustments(1)
|
39,937
|
|
|
7,700
|
|
|
||
Foreign currency translation fluctuations
|
(21,310
|
)
|
|
(13,129
|
)
|
|
||
|
96,603
|
|
|
72,235
|
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Amount of accumulated depreciation for real estate assets sold or disposed
|
(151
|
)
|
|
(8,940
|
)
|
|
||
Gross amount of end of period
|
$
|
745,186
|
|
|
$
|
808,481
|
|
|
(1)
|
Includes accumulated depreciation associated with building improvements and racking, which were previously subject to leases.
|
|
|
IRON MOUNTAIN INCORPORATED
|
||
|
|
By:
|
|
/s/ STUART B. BROWN
|
|
|
|
|
Stuart B. Brown
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Name
|
|
Title
|
|
Date
|
|
/s/ WILLIAM L. MEANEY
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 23, 2017
|
|
William L. Meaney
|
|
|
|
|
|
|
|
|
|
|
|
/s/ STUART B. BROWN
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 23, 2017
|
|
Stuart B. Brown
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JENNIFER M. ALLERTON
|
|
Director
|
|
February 23, 2017
|
|
Jennifer M. Allerton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ TED R. ANTENUCCI
|
|
Director
|
|
February 23, 2017
|
|
Ted R. Antenucci
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PAMELA M. ARWAY
|
|
Director
|
|
February 23, 2017
|
|
Pamela M. Arway
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CLARKE H. BAILEY
|
|
Director
|
|
February 23, 2017
|
|
Clarke H. Bailey
|
|
|
|
|
|
|
|
|
|
|
|
/s/ NEIL G. CHATFIELD
|
|
Director
|
|
February 23, 2017
|
|
Neil G. Chatfield
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KENT P. DAUTEN
|
|
Director
|
|
February 23, 2017
|
|
Kent P. Dauten
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
/s/ PAUL F. DENINGER
|
|
Director
|
|
February 23, 2017
|
|
Paul F. Deninger
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PER-KRISTIAN HALVORSEN
|
|
Director
|
|
February 23, 2017
|
|
Per-Kristian Halvorsen
|
|
|
|
|
|
|
|
|
|
|
|
/s/ WENDY J. MURDOCK
|
|
Director
|
|
February 23, 2017
|
|
Wendy J. Murdock
|
|
|
|
|
|
|
|
|
|
|
|
/s/ WALTER C. RAKOWICH
|
|
Director
|
|
February 23, 2017
|
|
Walter. C. Rakowich
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ALFRED J. VERRECCHIA
|
|
Director
|
|
February 23, 2017
|
|
Alfred J. Verrecchia
|
|
|
|
|
Exhibit
|
|
Item
|
2.1
|
|
Scheme Implementation Deed, dated as of June 8, 2015, between the Company and Recall Holdings Limited.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 8, 2015.)
|
2.2
|
|
Amendment to Scheme Implementation Deed, dated as of October 13, 2015, between the Company and Recall Holdings Limited.
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.)
|
2.3
|
|
Amendment to Scheme Implementation Deed, dated as of March 31, 2016, between the Company and Recall Holdings Limited.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated March 31, 2016.)
|
3.1
|
|
Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 26, 2014, as corrected by the Certificate of Correction of the Company filed with the Secretary of State of the State of Delaware on June 30, 2014.
(Incorporated by reference to Annex B-1 to the Iron Mountain Incorporated Proxy Statement for the Special Meeting of Stockholders, filed with the SEC on December 23, 2014, File No. 001-13045.)
|
3.2
|
|
Certificate of Merger, filed by the Company, effective as of January 20, 2015.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
3.3
|
|
Bylaws of the Company.
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.)
|
4.1
|
|
Senior Subordinated Indenture, dated as of September 23, 2011, among the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated September 29, 2011, File Number 001-13045.)
|
4.2
|
|
Second Supplemental Indenture, dated as of August 10, 2012, among the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5
3
/
4
% Senior Subordinated Notes due 2024.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated August 10, 2012.)
|
4.3
|
|
Third Supplemental Indenture, dated as of January 20, 2015, among the Company, the Company’s predecessor immediately prior to its conversion to a REIT (the “Predecessor Registrant”), the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
4.4
|
|
Senior Indenture, dated as of August 13, 2013, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑ K dated August 13, 2013.)
|
4.5
|
|
First Supplemental Indenture, dated as of August 13, 2013, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6% Senior Notes due 2023.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated August 13, 2013.)
|
4.6
|
|
Second Supplemental Indenture, dated as of January 20, 2015, among the Company, the Predecessor Registrant, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
4.7
|
|
Senior Indenture, dated as of August 13, 2013, among Iron Mountain Canada Operations ULC, the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated August 13, 2013.)
|
4.8
|
|
First Supplemental Indenture, dated as of August 13, 2013, among Iron Mountain Canada Operations ULC, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.125% CAD Senior Notes due 2021.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated August 13, 2013.)
|
4.9
|
|
Second Supplemental Indenture, dated as of January 20, 2015, among the Company, the Predecessor Registrant, Iron Mountain Canada Operations ULC, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
|
|
|
Exhibit
|
|
Item
|
4.10
|
|
Senior Indenture, dated as of September 18, 2014, among Iron Mountain Europe PLC, the Company, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, registrar and transfer agent, relating to the 6.125% GBP Senior Notes due 2022.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated September 22, 2014.)
|
4.11
|
|
First Supplemental Indenture, dated as of January 20, 2015, among Iron Mountain Europe PLC, the Company, the Predecessor Registrant, the Guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as Paying Agent, Registrar and Transfer Agent.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
4.12
|
|
Senior Indenture, dated as of September 29, 2015, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated September 29, 2015.)
|
4.13
|
|
Senior Indenture, dated as of May 27, 2016, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 4.375% Senior Notes due 2021.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2016.)
|
4.14
|
|
Senior Indenture, dated as of May 27, 2016, among Iron Mountain US Holdings, Inc., the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% Senior Notes due 2026.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2016.)
|
4.15
|
|
Senior Indenture, dated as of September 15, 2016, among Iron Mountain Canada Operations ULC, the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% CAD Senior Notes due 2023.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated September 15, 2016.)
|
4.16
|
|
Form of Stock Certificate representing shares of Common Stock, $0.01 par value per share, of the Company.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
10.1
|
|
2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2007, File Number 001-13045.)
|
10.2
|
|
First Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008, File Number 001-13045.)
|
10.3
|
|
Third Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2012.)
|
10.4
|
|
Fourth Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2012.)
|
10.5
|
|
Iron Mountain Incorporated 1997 Stock Option Plan, as amended. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2000, File Number 001-13045.)
|
10.6
|
|
Amendment to Iron Mountain Incorporated 1997 Stock Option Plan, as amended. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 10, 2008, File Number 001-13045.)
|
10.7
|
|
Iron Mountain Incorporated 1995 Stock Incentive Plan, as amended. (#)
(Incorporated by reference to Iron Mountain /DE’s Current Report on Form 8‑K dated April 16, 1999, File Number 001-13045.)
|
10.8
|
|
Iron Mountain Incorporated 2002 Stock Incentive Plan. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2002, File Number 001-13045.)
|
10.9
|
|
Third Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan. (#)
(Incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2008 Annual Meeting of Stockholders, filed with the SEC on April 21, 2008, File Number 001-13045.)
|
10.10
|
|
Fourth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 10, 2008, File Number 001-13045.)
|
10.11
|
|
Fifth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 4, 2010, File Number 001-13045.)
|
10.12
|
|
Sixth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2011, File Number 001-13045.)
|
10.13
|
|
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan. (#)
(Incorporated by reference to Annex C to the Iron Mountain Incorporated Proxy Statement for the Special Meeting of Stockholders, filed with the SEC on December 23, 2014, File No. 001-13045.)
|
|
|
|
Exhibit
|
|
Item
|
10.14
|
|
Form of Iron Mountain Incorporated Amended and Restated Non‑Qualified Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.15
|
|
Form of Iron Mountain Incorporated Incentive Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.16
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Non‑Qualified Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.17
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Amended and Restated Iron Mountain Non‑Qualified Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.18
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Incentive Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.19
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Non‑Qualified Stock Option Agreement. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.20
|
|
Form of Iron Mountain Incorporated 1997 Stock Option Plan Stock Option Agreement (version 1). (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.21
|
|
Form of Iron Mountain Incorporated 1997 Stock Option Plan Stock Option Agreement (version 2). (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.22
|
|
Form of Iron Mountain Incorporated 2002 Stock Incentive Plan Stock Option Agreement (version 2B). (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013.)
|
10.23
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 3). (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013.)
|
10.24
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 20). (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013.)
|
10.25
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 21). (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated March 19, 2014.)
|
10.26
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 3). (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2012.)
|
10.27
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1). (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014.)
|
10.28
|
|
Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1). (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014.)
|
10.29
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1). (#)
(Filed herewith.)
|
10.30
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2). (#)
(Filed herewith.)
|
10.31
|
|
Change in Control Agreement, dated September 8, 2008, between the Company and Ernest W. Cloutier.
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014.)
|
10.32
|
|
Iron Mountain Incorporated 2003 Senior Executive Incentive Program. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated April 5, 2005, File Number 001-13045.)
|
10.33
|
|
Amendment to the Iron Mountain Incorporated 2003 Senior Executive Incentive Program. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 4, 2010, File Number 001-13045.)
|
|
|
|
|
|
|
Exhibit
|
|
Item
|
10.34
|
|
Iron Mountain Incorporated 2006 Senior Executive Incentive Program. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 1, 2006, File Number 001-13045.)
|
10.35
|
|
Amendment to the Iron Mountain Incorporated 2006 Senior Executive Incentive Program. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 4, 2010, File Number 001-13045.)
|
10.36
|
|
Contract of Employment with Iron Mountain, between Iron Mountain Belgium NV and Marc Duale. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 30, 2009, File Number 001-13045.)
|
10.37
|
|
Addendum, dated March 19, 2012, to the Contract of Employment between Iron Mountain BPM International Sàrl and Marc Duale, dated September 29, 2011, together with the Contract of Employment between Iron Mountain BPM International Sàrl and Marc Duale, dated September 29, 2011, the Agreement Regarding the Suspension of the Employment Contract, effective September 30, 2011, and the Terms and Conditions for the Office of Director (Gerant) between Iron Mountain BPM SPRL and Marc Duale, dated October 1, 2011. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012.)
|
10.38
|
|
Addendum, dated February 27, 2015, to the Contract of Employment between Iron Mountain BPM International Sàrl and Marc Duale, dated September 29, 2011, as amended March 19, 2012, together with the Contract of Employment between Iron Mountain BPM International Sàrl and Marc Duale, dated September 29, 2011, the Agreement Regarding the Suspension of the Employment Contract, effective September 30, 2011, and the Terms and Conditions for the Office of Director (Gerant) between Iron Mountain BPM SPRL and Marc Duale, dated October 1, 2011. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2015.)
|
10.39
|
|
Third Amended and Restated Employment Contract between Iron Mountain BPM International Sàrl and Marc Duale, dated February 24, 2016. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015.)
|
10.40
|
|
Employment Offer Letter, dated November 30, 2012, from the Company to William L. Meaney. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 3, 2012.)
|
10.41
|
|
Contract of Employment with Iron Mountain, between Patrick Keddy and Iron Mountain (UK) Ltd., effective as of April 2, 2015. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015.)
|
10.42
|
|
Separation Agreement, dated July 1, 2016, between the Company and Roderick Day. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016.)
|
10.43
|
|
Restated Compensation Plan for Non-Employee Directors. (#)
(Filed herewith.)
|
10.44
|
|
Iron Mountain Incorporated Director Deferred Compensation Plan. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2007, File Number 001-13045.)
|
10.45
|
|
The Iron Mountain Companies Severance Plan. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K, dated March 13, 2012.)
|
10.46
|
|
Amended and Restated Severance Plan Severance Program No. 1. (#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012.)
|
10.47
|
|
First Amendment to Amended and Restated Severance Plan Severance Program No. 1. (#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2012.)
|
10.48
|
|
Second Amendment to The Iron Mountain Companies Severance Plan Severance Program No. 1. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 19, 2014.)
|
10.49
|
|
Severance Program No. 2. (#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 3, 2012.)
|
10.50
|
|
Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated July 2, 2015.)
|
10.51
|
|
First Amendment, dated as of April 29, 2016, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated April 29, 2016.)
|
|
|
|
Exhibit
|
|
Item
|
10.52
|
|
Second Amendment, dated as of June 24, 2016, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated June 24, 2016.)
|
10.53
|
|
Commitment Increase Supplement, dated as of June 24, 2016, among Iron Mountain Information Management, LLC, the lenders and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated June 24, 2016.)
|
10.54
|
|
Third Amendment, dated as of January 31, 2017, to Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015, among the Company, Iron Mountain Information Management, LLC, certain other subsidiaries of the Company party thereto, the lenders and other financial institutions party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Filed herewith.)
|
10.55
|
|
Commitment Letter, dated as of April 19, 2016 among the Company, Iron Mountain Information Management, LLC, the lenders and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated April 19, 2016.)
|
10.56
|
|
Bridge Credit Agreement, dated as of April 29, 2016, among the Company, Iron Mountain Information Management, LLC, the lenders and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated April 29, 2016.)
|
12
|
|
Statement re: Computation of Ratios.
(Filed herewith.)
|
21.1
|
|
Subsidiaries of the Company.
(Filed herewith.)
|
23.1
|
|
Consent of Deloitte & Touche LLP (Iron Mountain Incorporated, Delaware).
(Filed herewith.)
|
31.1
|
|
Rule 13a‑14(a) Certification of Chief Executive Officer.
(Filed herewith.)
|
31.2
|
|
Rule 13a‑14(a) Certification of Chief Financial Officer.
(Filed herewith.)
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer.
(Furnished herewith.)
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer.
(Furnished herewith.)
|
101.1
|
|
The following materials from Iron Mountain Incorporated’s Annual Report on Form 10‑K for the year ended December 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Comprehensive Income (Loss), (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
(Filed herewith.)
|
Grant Date:
|
|
<<GrantDate>>
|
Performance Units Granted:
|
|
<<Number of shares of Stock underlying the
|
|
|
equivalent number of performance units granted>>
|
Performance Period:
|
|
<<Period>> [Example: Calendar Years 2015-2017]
|
Performance Measure 1:
|
|
<<Performance Measure 1>> ≥ <<Criteria1>> [Example: X%]
|
Performance Measure 2
|
|
Actual <<Performance Measure 2>> relative
|
|
|
to Budgeted <<Performance Measure 2>>
|
Adjusted Performance
|
|
|
Units Granted:
|
|
<<Adjusted number of shares of Stock to be issued
|
|
|
at settlement>>
|
Purchase Price, if any:
|
|
<<PurchasePricePerUnit>>
|
Form of Settlement:
|
|
[Cash/Stock]
|
Performance Unit
|
|
|
Agreement Version:
|
|
1
|
Vesting Date:
|
|
<<Vest>>
|
|
|
|
|
Grant Date:
|
|
<<GrantDate>>
|
|
Performance Units Granted:
|
|
<<Number of shares of Stock underlying the
|
|
|
|
equivalent number of performance units granted>>
|
|
Performance Period:
|
|
<<Period>>
|
|
Performance Criteria:
|
|
|
|
IMI Return: total shareholder return of Iron Mountain Incorporated Stock (assuming reinvestment of dividends) with respect to the Performance Period is calculated by dividing (a) the average closing price of the Stock for the last 20 trading days of the applicable Performance Period, less the average closing price of Stock for the 20 trading days immediately preceding the start of the Performance Period, by (b) the average closing price of Stock for the 20 trading days immediately preceding the start of the Performance Period
|
||
|
Benchmark Returns: total shareholder return is calculated with respect to the Performance Period by calculating the total shareholder return of each company (assuming reinvestment of dividends) that is included in the MSCI US REIT Index at the beginning of the Performance Period (other than Iron Mountain Incorporated) on the same basis as total shareholder return is calculated for Iron Mountain Incorporated
|
||
|
PerformanceMeasure1: IMI Return relative to Benchmark Returns
|
||
|
Performance Matrix:
|
|
|
|
Relative 3-Year Total Return
|
|
% of PUs Earned
|
|
|
> 90
th
Percentile
|
|
200%
|
|
|
75
th
Percentile
|
|
150%
|
|
|
50
th
Percentile
|
|
100%
|
|
|
30
th
Percentile
|
|
50%
|
|
|
≤ 30
th
Percentile
|
|
0%
|
|
∙
|
If IMI Return for the Performance Period is negative, in no event will “% of PUs Earned” exceed 100%
|
∙
|
Linear interpolation to be used for performance between points provided
|
Adjusted Performance
|
|
|
Units Granted:
|
|
<<Adjusted number of shares of Stock to
|
|
|
be issued at settlement>>
|
Purchase Price, if any:
|
|
<<PurchasePricePerUnit>>
|
Form of Settlement:
|
|
[Cash/Stock]
|
Performance Unit
|
|
|
Agreement Version:
|
|
2
|
Vesting Date:
|
|
<<Vest>>
|
Restatement Date
|
As of January 1, 2017
|
Eligibility
|
All non-employee Directors
|
Annual Board Retainer
|
$75,000 per year; paid in advance in quarterly installments
|
Annual Committee Retainers
|
In addition to the Annual Board Retainer, a $11,000 per year retainer for members of the Audit Committee, a $10,000 per year retainer for members of the Compensation Committee, Finance, Nominating and Governance or Risk and Safety Committees; in each case paid in advance in quarterly installments.
|
Annual Chair Retainers
|
In addition to the Annual Board Retainer and any Annual Committee Retainers, a $15,000 per year retainer for acting as Chair of the Audit Committee or Compensation Committee; a $12,000 per year retainer for acting as the Chair of the Finance, Nominating and Governance or Risk and Safety Committees; and a $25,000 per year retainer for acting as the Lead Independent Director or a $100,000 per year retainer for acting as the Independent Chairman of the Board, as the case may be; in each case paid in advance in quarterly installments
|
Pro Rata
Portion of Retainers
|
A non-employee Director shall be entitled to retain the portion of the Annual, Committee and Chair Retainers (as applicable) paid with respect to the quarter in which he or she ceases to be a non-employee Director or serve on a Committee or as a Committee Chair or Lead Independent Director or Independent Chairman, but shall not be entitled to any further portion of the Retainer(s)
|
Meeting Expenses
|
Reimbursement for all normal travel expenses to attend meetings; reimbursements due shall be paid promptly after the end of each quarter, subject to timely receipt of each director’s expense documentation
|
Group Insurance Benefits
|
Iron Mountain’s group medical and dental benefits (single or family) are available to non-employee Directors, but they must pay the current employee contribution rate in effect for such coverage; group life, AD&D, STD and LTD coverage are not available to non-employee Directors
|
Amount of Stock Grant
|
A stock grant in the form of restricted stock units will be made of that number of whole shares of Iron Mountain Incorporated common stock determined by dividing $135,000 by the stock’s “fair market value” (as determined under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, or any successor plan) on the date of grant
|
Timing of Stock Grants
|
To be made annually to all non-employee Directors as of the first Board meeting following the annual meeting of stockholders; newly elected non-employee Directors receive a
pro-rated
grant on the date of their election or appointment to the Board
|
Vesting of Stock Grants
|
100% on the date of grant
|
Purchase Price of Stock Grants
|
$0.01
|
Restrictions on Transfer of
|
None once vested; prior to vesting transfer is subject to
|
Common Stock
|
restrictions set forth in the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
|
SEC Considerations
|
Grants will generally be made under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, the shares of each of which are registered on Form S-8; insider trading restrictions and short-swing profit rules of the Securities Exchange Act of 1934 apply
|
Taxation of Stock Grants
|
Non-employee Directors pay ordinary income tax (and SECA tax) at time of vesting, which (except as described below) will also coincide with the delivery of shares, based on the fair market value of the shares on date of vesting; Iron Mountain receives a corresponding tax deduction at that time
|
Election to Defer Retainers
|
Non-employee Directors may elect to defer some or all of their Retainer fees paid in cash under the Iron Mountain Incorporated Directors Deferred Compensation Plan; deferrals will be invested in phantom shares equal in value to Iron Mountain common stock; deferral elections must be made by December 31 of the year prior to the year in which the fees are earned (or within 30 days of becoming eligible for the Plan); amounts will be subject to ordinary income tax when distributed (at a time elected by the non-employee Director)
|
Election to Defer Stock Grants
|
Non-employee Directors may elect to defer some or all of their stock grant under the Iron Mountain Incorporated Directors Deferred Compensation Plan; at vesting, the Director’s account will be credited with a number of phantom shares equal to the number of shares that would otherwise have been delivered; deferral elections must be made by December 31 of the year prior to the year in which the grant is made (or within 30 days of becoming eligible for the Plan); amounts will be subject to ordinary income tax when distributed (at a time elected by the non-employee Director)
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision (Benefit) for Income Taxes and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on Sale of Real Estate
|
$
|
296,805
|
|
|
$
|
159,871
|
|
|
$
|
223,373
|
|
|
$
|
162,066
|
|
|
$
|
146,644
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on Sale of Real Estate(1)
|
261
|
|
|
1,847
|
|
|
10,512
|
|
|
1,059
|
|
|
2,310
|
|
|||||
Fixed Charges
|
326,261
|
|
|
335,637
|
|
|
345,781
|
|
|
344,606
|
|
|
417,774
|
|
|||||
|
$
|
623,327
|
|
|
$
|
497,355
|
|
|
$
|
579,666
|
|
|
$
|
507,731
|
|
|
$
|
566,728
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest Expense, Net
|
$
|
242,599
|
|
|
$
|
254,174
|
|
|
$
|
260,717
|
|
|
$
|
263,871
|
|
|
$
|
310,662
|
|
Interest Portion of Rent Expense
|
83,662
|
|
|
81,463
|
|
|
85,064
|
|
|
80,735
|
|
|
107,112
|
|
|||||
|
$
|
326,261
|
|
|
$
|
335,637
|
|
|
$
|
345,781
|
|
|
$
|
344,606
|
|
|
$
|
417,774
|
|
Ratio of Earnings to Fixed Charges
|
1.9x
|
|
|
1.5x
|
|
|
1.7x
|
|
|
1.5x
|
|
|
1.4x
|
|
(1)
|
Gain on sale of real estate reported above are pre-tax. The tax associated with the gain on the sale of real estate for the years ended December 31, 2012, 2013, 2014, 2015 and 2016 are $55, $430, $2,205, $209 and $130, respectively.
|
Name
|
|
Jurisdiction
|
|
Names under which Entity
does business
|
Iron Mountain Argentina S.A.
|
|
Argentina
|
|
Iron Mountain
|
Ausdoc Group Pty Limited
|
|
Australia
|
|
|
Ausdoc Holdings Pty Limited
|
|
Australia
|
|
|
Data Security Services Pty Limited
|
|
Australia
|
|
|
Iron Mountain Australia Group Pty. Ltd.
(fka Recall Information Management Pty Limited)
|
|
Australia
|
|
Recall; Iron Mountain
|
Kestrel Information Management Pty. Ltd.
|
|
Australia
|
|
|
Recall Finance Limited
|
|
Australia
|
|
|
Recall Overseas Holdings Pty Limited
|
|
Australia
|
|
|
Recall Technology Pty. Ltd.
|
|
Australia
|
|
|
The Coding Company Pty. Ltd.
|
|
Australia
|
|
|
Recall Holdings Limited
|
|
Australia
|
|
|
Recall International Pty Limited
|
|
Australia
|
|
|
Fine Paper Recyclers Sydney Pty Ltd
|
|
Australia
|
|
Iron Mountain Shredding
|
Iron Mountain Australia Property Holdings Pty Ltd
|
|
Australia
|
|
|
Secure Paper Services Pty Ltd
|
|
Australia
|
|
|
The Imaging Centre Pty Ltd
|
|
Australia
|
|
|
Venues Australia Pty Ltd
|
|
Australia
|
|
|
Iron Mountain Acquisition Holdings Pty. Ltd.
|
|
Australia
|
|
|
Iron Mountain Australia Group Services Pty. Ltd.
(fka Tape Management Services Pty Ltd )
|
|
Australia
|
|
|
KDM Spectrumdata Pty Ltd
|
|
Australia
|
|
|
Iron Mountain Austria Archivierung Gmbh
|
|
Austria
|
|
Iron Mountain
|
Recall France SA, Belgium Branch
|
|
Belgium
|
|
Recall; Iron Mountain
|
Iron Mountain Belgium NV
|
|
Belgium
|
|
Iron Mountain
|
Iron Mountain BPM SPRL
|
|
Belgium
|
|
|
Interfile Participacoes S.A.
|
|
Brazil
|
|
Recall; Iron Mountain
|
Recall do Brasil Ltda
|
|
Brazil
|
|
Recall; Iron Mountain
|
Iron Mountain Do Brasil Ltda
|
|
Brazil
|
|
Iron Mountain
|
Kestrel Data (Canada) Ltd
|
|
Canada
|
|
|
Mobilshred Inc.
|
|
Canada
|
|
|
Iron Mountain Canada Operations ULC
|
|
Canada
|
|
Iron Mountain
|
Iron Mountain Information Management Services Canada Inc.
|
|
Canada
|
|
|
Iron Mountain Secure Shredding Canada
|
|
Canada
|
|
|
Silver Sky Limited
|
|
Channel Islands
|
|
|
Administradora de Informacion Ltda
|
|
Chile
|
|
|
Custodia de Documentos Limitada
|
|
Chile
|
|
|
Custodia S.O.S. SA
|
|
Chile
|
|
|
Iron Mountain Chile S.A.
|
|
Chile
|
|
Iron Mountain
|
Iron Mountain Chile Servicios S.A.
|
|
Chile
|
|
Iron Mountain
|
Storbox SA
|
|
Chile
|
|
Iron Mountain
|
Pipax Security S.A.
|
|
Chile
|
|
|
Name
|
|
Jurisdiction
|
|
Names under which Entity
does business
|
Recall (Shanghai) Ltd.
|
|
China
|
|
Recall; Iron Mountain
|
Iron Mountain Records Management (Shanghai) Co., Ltd.
(fka Databox Records Management (Shanghai) Co., Ltd.)
|
|
China
|
|
|
Iron Mountain Shanghai Co Ltd
|
|
China
|
|
|
Iron Mountain Colombia, S.A.S.
|
|
Colombia
|
|
|
Iron Mountain Services S.A.S.
(fka Iron Mountain Colombia Services S.A.S.)
|
|
Colombia
|
|
|
Iron Mountain EES Holdings Ltd.
|
|
Cyprus
|
|
|
Iron Mountain Ceska Republika S.R.O.
|
|
Czech Republic
|
|
Iron Mountain
|
Royal Seal S.R.O.
|
|
Czech Republic
|
|
|
Iron Mountain Incorporated
|
|
Delaware
|
|
|
Iron Mountain Global Holdings, Inc.
|
|
Delaware
|
|
|
Iron Mountain Global LLC
|
|
Delaware
|
|
|
Iron Mountain Information Management, LLC
|
|
Delaware
|
|
|
Nettlebed Acquisition Corp.
|
|
Delaware
|
|
|
Iron Mountain Receivables QRS, LLC
|
|
Delaware
|
|
|
KH Data Capital Development Land, LLC
(fka Hayden Road Project LLC)
|
|
Delaware
|
|
|
Iron Mountain US Holdings Inc.
|
|
Delaware
|
|
|
Iron Mountain Mortgage Finance Holdings, LLC
|
|
Delaware
|
|
|
Iron Mountain Mortgage Finance I, LLC
|
|
Delaware
|
|
|
Iron Mountain Australia Holdings, Inc.
|
|
Delaware
|
|
|
Iron Mountain Fulfillment Services, Inc.
|
|
Delaware
|
|
|
Iron Mountain Information Management Services, Inc.
|
|
Delaware
|
|
|
Iron Mountain Intellectual Property Management, Inc.
|
|
Delaware
|
|
|
Iron Mountain Secure Shredding, Inc.
|
|
Delaware
|
|
|
Fontis International, Inc.
|
|
Delaware
|
|
|
Iron Mountain Receivables TRS, LLC
|
|
Delaware
|
|
|
Recall A/S
|
|
Denmark
|
|
Recall; Iron Mountain
|
Iron Mountain A/S
|
|
Denmark
|
|
|
AB Archyvu Sistemos, Estonia Branch
|
|
Estonia
|
|
|
Recall Finland OY
|
|
Finland
|
|
Recall; Iron Mountain
|
Iron Mountain Finland OY
|
|
Finland
|
|
|
Intradis SA
|
|
France
|
|
Recall; Iron Mountain
|
Recall France SA
|
|
France
|
|
Recall; Iron Mountain
|
Recall France SAS
|
|
France
|
|
|
Iron Mountain Holdings (France) SNC
|
|
France
|
|
|
Iron Mountain France S.A.S.
|
|
France
|
|
Iron Mountain
|
Iron Mountain Participations SA
|
|
France
|
|
Iron Mountain
|
Iron Mountain Deutschland GmbH
|
|
Germany
|
|
Iron Mountain
|
Iron Mountain (Deutschland) Service GmbH
|
|
Germany
|
|
|
Iron Mountain (Gibraltar) Holdings Limited
|
|
Gibraltar
|
|
|
Iron Mountain Hellas SA
|
|
Greece
|
|
|
Recall Hong Kong Ltd.
|
|
Hong Kong
|
|
Recall; Iron Mountain
|
Iron Mountain Asia Pacific Holdings Ltd
|
|
Hong Kong
|
|
|
Iron Mountain Southeast Asia Holdings Limited
|
|
Hong Kong
|
|
|
Name
|
|
Jurisdiction
|
|
Names under which Entity
does business
|
Jin Shan Limited
|
|
Hong Kong
|
|
|
DocuTár Iratrendezõ és Tároló Szolgáltató Kft.
|
|
Hungary
|
|
|
Iron Mountain Magyarország Kereskedelmi és Szolgáltató Kft.
|
|
Hungary
|
|
|
AKTATRADE Iratendezo Selejtezo es Megsemmisito Bt.
|
|
Hungary
|
|
|
Docugroup Papir Szolgatato Kft.
|
|
Hungary
|
|
|
Recall India Information Management Pvt. Ltd.
|
|
India
|
|
Recall; Iron Mountain
|
Recall Total Information Management India Pvt. Ltd.
|
|
India
|
|
Recall; Iron Mountain
|
Iron Mountain India Private Ltd
|
|
India
|
|
|
Iron Mountain Services Private Ltd
|
|
India
|
|
|
Safehouse Information Management Solutions Private Limited
|
|
India
|
|
|
Navbharat Archive Xpress Private Limited
|
|
India
|
|
|
Horanross Limited
|
|
Ireland
|
|
Iron Mountain
|
Iron Mountain Ireland Holdings Limited
|
|
Ireland
|
|
|
Iron Mountain Ireland Limited
|
|
Ireland
|
|
|
Record Data Limited
|
|
Ireland
|
|
|
Iron Mountain (Ireland) Services Limited
|
|
Ireland
|
|
|
Shuttle SRL
|
|
Italy
|
|
|
Recall Italia SRL
|
|
Italy
|
|
|
AS Archivu Serviss
|
|
Latvia
|
|
|
Docufile Lesotho Proprietary Limited
|
|
Lesotho
|
|
|
AB Archyvu Centras
|
|
Lithuania
|
|
|
AB Archyvu Sistemos
|
|
Lithuania
|
|
|
UAB Confidento
|
|
Lithuania
|
|
|
Iron Mountain Global Luxembourg S.a.r.l.
|
|
Luxembourg
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Iron Mountain Luxembourg S.a.r.l.
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Luxembourg
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Iron Mountain BPM International S.a.r.l.
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Luxembourg
|
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Iron Mountain Luxembourg Services S.a.r.l.
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Luxembourg
|
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Iron Mountain South America S.a.r.l.
(fka Iron Mountain South America Ltd.)
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Luxembourg
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Iron Mountain
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Marshgate Morangis S.a.r.l.
|
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Luxembourg
|
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Prism Integrated Sdn Bhd
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Malaysia
|
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Recall; Iron Mountain
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Recall Corporation Sdn. Bhd.
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Malaysia
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Recall; Iron Mountain
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Recall Enterprises Sdn. Bhd.
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Malaysia
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Recall; Iron Mountain
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Iron Mountain Mexico Holding, S. de RL de CV
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Mexico
|
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Iron Mountain Mexico, S. de R.L. de C.V.
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Mexico
|
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Iron Mountain Mexico Servicios, S. de RL de CV
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Mexico
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Iron Mountain Nederland B.V.
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Netherlands
|
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Iron Mountain Nederland Holdings B.V.
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Netherlands
|
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Iron Mountain
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Iron Mountain (Nederland) Services BV
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Netherlands
|
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Iron Mountain International Holdings BV
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Netherlands
|
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Iron Mountain New Zealand Limited (fka Recall New Zealand Ltd)
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New Zealand
|
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Recall; Iron Mountain
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Recall AS
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Norway
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Recall; Iron Mountain
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Iron Mountain Norge AS
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Norway
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Name
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Jurisdiction
|
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Names under which Entity
does business
|
Upper Providence Venture I, L.P.
|
|
Pennsylvania
|
|
Iron Mountain
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Crozier Philadelphia, LLC
|
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Pennsylvania
|
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IMSA Peru SRL
|
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Peru
|
|
Iron Mountain
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Iron Mountain Peru S.A.
|
|
Peru
|
|
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Iron Mountain Poland Holdings Ltd
|
|
Poland
|
|
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Iron Mountain Polska Sp. z.o.o.
|
|
Poland
|
|
|
Iron Mountain EES Sp. z.o.o.
|
|
Poland
|
|
Iron Mountain
|
Iron Mountain Polska Services Sp z.o.o.
(fka Berylis Investments Sp. z.o.o.)
|
|
Poland
|
|
|
Iron Mountain Records Management (Puerto Rico), Inc.
|
|
Puerto Rico
|
|
|
Recall Information Services SRL
|
|
Romania
|
|
Recall; Iron Mountain
|
Iron Mountain SRL
|
|
Romania
|
|
|
Iron Mountain CIS LLC
|
|
Russia
|
|
Iron Mountain
|
Iron Mountain d.o.o. Beograd
|
|
Serbia
|
|
|
Data Outsourcing Centre doo
|
|
Serbia
|
|
|
Recall Asia Pte Limited
|
|
Singapore
|
|
|
Recall Total Information Mgt Pte Ltd
|
|
Singapore
|
|
Recall; Iron Mountain
|
Iron Mountain Slovakia, s.r.o.
|
|
Slovakia
|
|
|
Docu-File Cape Town Proprietary Limited
|
|
South Africa
|
|
|
Docu-File Durban Proprietary Limited
|
|
South Africa
|
|
|
Docufile Holdings (Proprietary) Limited
|
|
South Africa
|
|
|
Docu-File JHB Proprietary Limited
|
|
South Africa
|
|
|
Docufile Services Proprietary Limited
|
|
South Africa
|
|
|
Docuscan Cape Town Proprietary Limited
|
|
South Africa
|
|
|
Docuscan Proprietary Limited
|
|
South Africa
|
|
|
Iron Mountain Espana SA
|
|
Spain
|
|
Iron Mountain
|
Iron Mountain (España) Services, S.L
|
|
Spain
|
|
|
Iron Mountain Latin America Holdings, Sociedad Limitada
|
|
Spain
|
|
|
Document Holdings Sweden AB
|
|
Sweden
|
|
|
Recall Holdings Sweden AB
|
|
Sweden
|
|
|
Recall Sweden AB
|
|
Sweden
|
|
Recall; Iron Mountain
|
Recall (Schweiz) AG
|
|
Switzerland
|
|
Recall; Iron Mountain
|
Secur Archiv SA
|
|
Switzerland
|
|
Recall; Iron Mountain
|
Iron Mountain Management Services GmbH
|
|
Switzerland
|
|
|
Iron Mountain Switzerland GmbH
|
|
Switzerland
|
|
|
Iron Mountain Luxembourg Services S.a.r.l., Schaffhausen Branch
|
|
Switzerland
|
|
|
Sispace AG
|
|
Switzerland
|
|
Iron Mountain
|
Fontis International GmbH
|
|
Switzerland
|
|
|
Recall Taiwan Ltd.
|
|
Taiwan
|
|
Recall; Iron Mountain
|
Iron Mountain International Information Management Co., Ltd.
|
|
Taiwan
|
|
|
Recall Enterprises (Thailand) Limited
|
|
Thailand
|
|
Recall; Iron Mountain
|
Iron Mountain Arsivleme Hizmetleri A.S.
|
|
Turkey
|
|
Iron Mountain
|
Iron Mountain Ukraine LLC
|
|
Ukraine
|
|
|
Endless Document Storage Services LLC
|
|
United Arab Emirates
|
|
|
Name
|
|
Jurisdiction
|
|
Names under which Entity
does business
|
IBEX IM Limited
|
|
United Kingdom
|
|
|
IBEX Information Management Limited
|
|
United Kingdom
|
|
|
Preferred Media Limited
|
|
United Kingdom
|
|
|
Recall (London) Limited
|
|
United Kingdom
|
|
|
Recall Europe Finance Ltd. (fka Recall Europe Finance Plc)
|
|
United Kingdom
|
|
|
Recall Europe Limited
|
|
United Kingdom
|
|
|
Recall GQ Limited
|
|
United Kingdom
|
|
|
Recall Limited
|
|
United Kingdom
|
|
|
Recall Shredding Limited
|
|
United Kingdom
|
|
|
Britannia Data Management Limited
|
|
United Kingdom
|
|
|
Iron Mountain (UK) Limited
|
|
United Kingdom
|
|
|
Iron Mountain DIMS Limited
|
|
United Kingdom
|
|
|
Iron Mountain Europe (Group) Limited
|
|
United Kingdom
|
|
|
Iron Mountain Europe PLC (fka Iron Mountain Europe Limited)
|
|
United Kingdom
|
|
|
Iron Mountain Group (Europe) Limited
|
|
United Kingdom
|
|
|
Iron Mountain Mayflower Limited
|
|
United Kingdom
|
|
Iron Mountain
|
Iron Mountain MDM Limited
|
|
United Kingdom
|
|
|
Kestrel Data Services Limited
|
|
United Kingdom
|
|
|
File Express Limited
|
|
United Kingdom
|
|
|
Iron Mountain (UK) Services Limited
|
|
United Kingdom
|
|
|
Iron Mountain Holdings (Europe) Limited
|
|
United Kingdom
|
|
|
Iron Mountain International (Holdings) Limited
|
|
United Kingdom
|
|
|
Iron Mountain UK Services (Holdings) Limited
|
|
United Kingdom
|
|
|
Iron Mountain (UK) EES Holdings Limited
|
|
United Kingdom
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Iron Mountain Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
Date: February 23, 2017
|
|
/s/ WILLIAM L. MEANEY
|
|
|
William L. Meaney
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Iron Mountain Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
Date: February 23, 2017
|
|
/s/ STUART B. BROWN
|
|
|
Stuart B. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: February 23, 2017
|
|
/s/ WILLIAM L. MEANEY
|
|
|
William L. Meaney
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: February 23, 2017
|
|
/s/ STUART B. BROWN
|
|
|
Stuart B. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|