(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, 2017
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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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Emerging growth 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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•
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changes in customer preferences and demand for our storage and information management services;
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•
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the cost to comply with current and future laws, regulations and customer demands relating to data security and privacy issues, as well as fire and safety standards;
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•
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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 and changes in the global political climate;
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•
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our ability or inability to manage growth, expand internationally, complete acquisitions on satisfactory terms, to close pending acquisitions and to integrate acquired companies efficiently;
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•
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changes in the amount of our growth and maintenance capital expenditures and our ability to invest according to plan;
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•
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our ability to comply with our existing debt obligations and restrictions in our debt instruments or to obtain additional financing to meet our working capital needs;
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•
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the impact of service interruptions or equipment damage and the cost of power on our data center operations;
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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 storage rental revenue base also provides the foundation for our service revenues and increases in 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 of incoming volume from our existing customers, as well as customer satisfaction with our services and contractual net price increases. On a global basis, 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 2%, 26% and 2% on a global basis for 2015, 2016 and 2017, 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, 2017, we had more than 225,000 customers in a variety of industries in 53 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, 2015, 2016 and 2017. For each of the three years 2015 through 2017, 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, data center expansion, 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 (including our At The Market (ATM) Equity Program (as defined below), dependent on market conditions. We made two changes to our capital expenditure categories in 2017. We now separately identify two additional capital expenditure categories,
Innovation and Growth Investment Capital Spend
(previously included within
Non-Real Estate Investment
) and
Data Center Capital Spend
(previously primarily included in
Real Estate Investment
and
Non-Real Estate Investment
). We have reclassified the categorization of our prior year capital expenditures to conform with our current presentation. 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 2018:
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•
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Investment:
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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•
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Maintenance:
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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•
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Investment:
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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•
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Maintenance:
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 capital to support initiatives such as sales and marketing and IT projects to support infrastructure requirements, or Non-Real Estate Maintenance.
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•
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Defined as capital expenditures that support data center business growth, primarily related to investments in new construction of data center facilities (including the acquisition of land and development of facilities) or capacity expansion in existing buildings, as well as capital expenditures that are expected to support incremental improvements to our data center business, through either increasing revenue, improving operating efficiency, or extending the useful life of our real estate operating assets. This also includes capital expenditures necessary to maintain ongoing business operations primarily related to the repair or maintenance of assets, as well as for the re-configuration of existing assets.
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Defined as discretionary capital expenditures in significant new products and services in new, existing or adjacent business opportunities.
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Year Ended December 31,
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Nature of Capital Spend (in thousands)
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2015
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2016
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2017
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Real Estate:
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Investment
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$
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151,695
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$
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133,079
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$
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139,822
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Maintenance
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52,826
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63,543
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77,660
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Total Real Estate Capital Spend
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204,521
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196,622
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217,482
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Non-Real Estate:
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Investment
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46,411
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40,509
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56,297
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Maintenance
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23,372
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20,642
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29,721
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Total Non-Real Estate Capital Spend
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69,783
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61,151
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86,018
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Data Center Investment and Maintenance Capital Spend
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20,624
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72,728
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92,597
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Innovation and Growth Investment Capital Spend
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—
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8,573
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20,583
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Total Capital Spend (on accrual basis)
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294,928
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339,074
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416,680
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Net (decrease) increase in prepaid capital expenditures
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(362
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)
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374
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1,629
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Net (increase) decrease accrued capital expenditures(1)
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(4,317
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)
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(10,845
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)
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(75,178
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)
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Total Capital Spend (on cash basis)
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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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343,131
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(1)
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The amount at December 31, 2017 includes approximately $66,800 related to a capital lease associated with our data center in Manassas, Virginia.
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•
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the impact of foreign government regulations and United States regulations that apply to us in foreign countries where 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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•
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the volatility of certain foreign economies in which we operate;
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•
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political uncertainties and changes in the global political climate which may impose restrictions on global operations;
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•
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unforeseen liabilities, particularly within acquired businesses;
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•
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costs and difficulties associated with managing international operations of varying sizes and scale;
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•
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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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•
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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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•
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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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•
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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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•
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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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human error;
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•
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equipment failure;
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•
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physical, electronic and cyber security breaches;
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•
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fire, hurricane, flood, earthquake and other natural disasters;
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•
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extreme temperatures;
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•
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power loss or telecommunications failure;
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•
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war, terrorism and any related conflicts or similar events worldwide; and
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•
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sabotage and vandalism.
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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 make borrowings to fund future working capital, capital expenditures, strategic opportunities, including acquisitions and expansions into adjacent businesses, and other general corporate requirements, including possible required repurchases of our various indebtedness;
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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 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;
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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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limits on our flexibility in planning for, or reacting to, changes in our business and the information management services industry; and
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•
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inability to adjust to adverse economic conditions.
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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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•
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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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•
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consolidating corporate and administrative infrastructures;
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•
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coordinating geographically dispersed organizations;
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•
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potential unknown liabilities and unforeseen expenses or delays associated with an acquisition; and
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•
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our ability to deliver on our strategy going forward.
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•
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identify suitable companies to acquire or invest in;
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•
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complete acquisitions on satisfactory terms;
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•
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successfully expand our infrastructure and sales force to support growth;
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•
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achieve satisfactory returns on acquired companies, particularly in countries where we do not currently operate;
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•
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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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•
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we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
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•
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we will be subject to federal and state income tax on our taxable income at regular corporate income tax rates; and
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•
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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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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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3
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312,473
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1
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12,621
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4
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325,094
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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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65
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4,427,674
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15
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1,964,572
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80
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6,392,246
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Colorado
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11
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539,731
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6
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517,700
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17
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1,057,431
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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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4
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309,067
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1
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120,921
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5
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429,988
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District of Columbia
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2
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40,912
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—
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—
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2
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40,912
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Florida
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34
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2,375,487
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5
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263,930
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39
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2,639,417
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Georgia
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15
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1,157,076
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5
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265,049
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20
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1,422,125
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Illinois
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16
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1,403,581
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7
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1,309,975
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23
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|
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2,713,556
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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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164,544
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—
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|
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—
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2
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164,544
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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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1
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9,000
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|
|
1
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|
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95,000
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2
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104,000
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Maryland
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16
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|
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1,647,631
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3
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327,258
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19
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1,974,889
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Massachusetts (including Corporate Headquarters)
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8
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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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|
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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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|
|
1,210,619
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|
Minnesota
|
15
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|
|
1,047,935
|
|
|
—
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|
|
—
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|
|
15
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|
|
1,047,935
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Mississippi
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2
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|
|
171,000
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|
|
—
|
|
|
—
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|
|
2
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|
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171,000
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Missouri
|
13
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|
|
1,248,946
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|
|
4
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|
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373,120
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|
|
17
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|
|
1,622,066
|
|
Montana
|
1
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|
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27,490
|
|
|
—
|
|
|
—
|
|
|
1
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|
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27,490
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Nebraska
|
1
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|
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34,560
|
|
|
3
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|
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316,970
|
|
|
4
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|
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351,530
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Nevada
|
7
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|
|
276,520
|
|
|
1
|
|
|
107,041
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|
|
8
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|
|
383,561
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|
New Hampshire
|
—
|
|
|
—
|
|
|
1
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|
|
146,467
|
|
|
1
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|
|
146,467
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|
New Jersey
|
35
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|
|
2,544,977
|
|
|
10
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|
|
2,099,003
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|
|
45
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|
|
4,643,980
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New Mexico
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1
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|
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37,000
|
|
|
2
|
|
|
109,473
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|
|
3
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|
|
146,473
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|
New York
|
23
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|
|
1,215,656
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|
|
13
|
|
|
1,186,266
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|
|
36
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|
|
2,401,922
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|
North Carolina
|
19
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|
|
976,504
|
|
|
3
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|
|
150,624
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|
|
22
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|
|
1,127,128
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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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|
|
—
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|
|
1
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|
|
5,361
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|
Ohio
|
13
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|
|
799,155
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|
|
7
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|
|
660,778
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|
|
20
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|
|
1,459,933
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Oklahoma
|
4
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|
|
170,428
|
|
|
3
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|
|
140,000
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|
|
7
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|
|
310,428
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|
Oregon
|
12
|
|
|
407,680
|
|
|
1
|
|
|
55,621
|
|
|
13
|
|
|
463,301
|
|
Pennsylvania
|
27
|
|
|
1,848,713
|
|
|
10
|
|
|
2,771,483
|
|
|
37
|
|
|
4,620,196
|
|
Puerto Rico
|
5
|
|
|
210,449
|
|
|
1
|
|
|
54,352
|
|
|
6
|
|
|
264,801
|
|
Rhode Island
|
3
|
|
|
130,559
|
|
|
1
|
|
|
12,748
|
|
|
4
|
|
|
143,307
|
|
South Carolina
|
7
|
|
|
371,035
|
|
|
2
|
|
|
214,238
|
|
|
9
|
|
|
585,273
|
|
Tennessee
|
4
|
|
|
166,993
|
|
|
5
|
|
|
153,659
|
|
|
9
|
|
|
320,652
|
|
Texas
|
43
|
|
|
2,244,584
|
|
|
29
|
|
|
2,395,607
|
|
|
72
|
|
|
4,640,191
|
|
Utah
|
2
|
|
|
78,148
|
|
|
1
|
|
|
90,553
|
|
|
3
|
|
|
168,701
|
|
Vermont
|
2
|
|
|
55,200
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,200
|
|
Virginia
|
14
|
|
|
726,046
|
|
|
7
|
|
|
605,566
|
|
|
21
|
|
|
1,331,612
|
|
Washington
|
6
|
|
|
312,763
|
|
|
6
|
|
|
472,896
|
|
|
12
|
|
|
785,659
|
|
West Virginia
|
2
|
|
|
137,274
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
137,274
|
|
Wisconsin
|
6
|
|
|
316,857
|
|
|
1
|
|
|
10,655
|
|
|
7
|
|
|
327,512
|
|
|
493
|
|
|
30,916,450
|
|
|
187
|
|
|
20,206,599
|
|
|
680
|
|
|
51,123,049
|
|
Canada
|
55
|
|
|
3,263,245
|
|
|
16
|
|
|
1,783,258
|
|
|
71
|
|
|
5,046,503
|
|
|
548
|
|
|
34,179,695
|
|
|
203
|
|
|
21,989,857
|
|
|
751
|
|
|
56,169,552
|
|
|
Leased
|
|
Owned
|
|
Total
|
|||||||||||||
Country/State
|
Number
|
|
Square Feet
|
|
Number
|
|
Square Feet
|
|
Number
|
|
Square Feet
|
|||||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
4
|
|
|
225,334
|
|
|
5
|
|
|
469,748
|
|
|
9
|
|
|
695,082
|
|
|
Australia
|
50
|
|
|
3,038,770
|
|
|
2
|
|
|
33,845
|
|
|
52
|
|
|
3,072,615
|
|
|
Austria
|
1
|
|
|
3,300
|
|
|
1
|
|
|
30,000
|
|
|
2
|
|
|
33,300
|
|
|
Belgium
|
4
|
|
|
202,106
|
|
|
1
|
|
|
104,391
|
|
|
5
|
|
|
306,497
|
|
|
Brazil
|
45
|
|
|
2,984,851
|
|
|
7
|
|
|
324,655
|
|
|
52
|
|
|
3,309,506
|
|
|
Chile
|
11
|
|
|
420,084
|
|
|
6
|
|
|
232,314
|
|
|
17
|
|
|
652,398
|
|
|
China (including Taiwan and Macau)
|
32
|
|
|
674,618
|
|
|
1
|
|
|
20,518
|
|
|
33
|
|
|
695,136
|
|
|
Columbia
|
19
|
|
|
577,410
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
577,410
|
|
|
Cyprus
|
1
|
|
|
28,514
|
|
|
2
|
|
|
46,246
|
|
|
3
|
|
|
74,760
|
|
|
Czech Republic
|
9
|
|
|
187,472
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
187,472
|
|
|
Denmark
|
3
|
|
|
161,361
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
161,361
|
|
|
England
|
47
|
|
|
2,207,979
|
|
|
26
|
|
|
1,525,848
|
|
|
73
|
|
|
3,733,827
|
|
|
Estonia
|
1
|
|
|
38,861
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
38,861
|
|
|
Finland
|
2
|
|
|
84,680
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
84,680
|
|
|
France
|
35
|
|
|
2,322,747
|
|
|
12
|
|
|
936,486
|
|
|
47
|
|
|
3,259,233
|
|
|
Germany
|
16
|
|
|
743,873
|
|
|
2
|
|
—
|
|
93,226
|
|
|
18
|
|
|
837,099
|
|
Greece
|
6
|
|
|
271,207
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
271,207
|
|
|
Hong Kong
|
10
|
|
|
813,928
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
813,928
|
|
|
Hungary
|
7
|
|
|
350,898
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
350,898
|
|
|
India
|
100
|
|
|
2,887,773
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
2,887,773
|
|
|
Indonesia
|
—
|
|
|
—
|
|
|
1
|
|
|
21,103
|
|
|
1
|
|
|
21,103
|
|
|
Ireland
|
4
|
|
|
33,425
|
|
|
3
|
|
—
|
|
158,558
|
|
|
7
|
|
|
191,983
|
|
Latvia
|
1
|
|
|
15,145
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
15,145
|
|
|
Lithuania
|
2
|
|
|
60,543
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
60,543
|
|
|
Malaysia
|
9
|
|
|
451,335
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
451,335
|
|
|
Mexico
|
11
|
|
|
506,284
|
|
|
8
|
|
|
585,931
|
|
|
19
|
|
|
1,092,215
|
|
|
The Netherlands
|
6
|
|
|
373,725
|
|
|
3
|
|
|
102,199
|
|
|
9
|
|
|
475,924
|
|
|
New Zealand
|
6
|
|
|
413,959
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
413,959
|
|
|
Northern Ireland
|
2
|
|
|
55,310
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,310
|
|
|
Norway
|
5
|
|
|
199,219
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
199,219
|
|
|
Peru
|
9
|
|
|
445,486
|
|
|
10
|
|
|
301,781
|
|
|
19
|
|
|
747,267
|
|
|
Philippines
|
2
|
|
|
46,855
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
46,855
|
|
|
Poland
|
20
|
|
|
760,901
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
760,901
|
|
|
Romania
|
8
|
|
|
351,999
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
351,999
|
|
|
Scotland
|
6
|
|
|
184,298
|
|
|
4
|
|
|
375,294
|
|
|
10
|
|
|
559,592
|
|
|
Serbia
|
2
|
|
|
75,217
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
75,217
|
|
|
Singapore
|
4
|
|
|
239,060
|
|
|
2
|
|
|
274,100
|
|
|
6
|
|
|
513,160
|
|
|
Slovakia
|
3
|
|
|
133,567
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
133,567
|
|
|
South Africa
|
14
|
|
|
407,827
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
407,827
|
|
|
South Korea
|
1
|
|
|
1,830
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1,830
|
|
|
Spain
|
35
|
|
|
737,659
|
|
|
6
|
|
|
203,000
|
|
|
41
|
|
|
940,659
|
|
|
Sweden
|
6
|
|
|
764,777
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
764,777
|
|
|
Switzerland
|
9
|
|
|
203,394
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
203,394
|
|
|
Thailand
|
1
|
|
|
91,191
|
|
|
2
|
|
|
105,487
|
|
|
3
|
|
|
196,678
|
|
|
Turkey
|
8
|
|
|
552,560
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
552,560
|
|
|
United Arab Emirates
|
6
|
|
|
40,068
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
40,068
|
|
|
|
583
|
|
|
25,371,400
|
|
|
104
|
|
|
|
5,944,730
|
|
|
687
|
|
|
31,316,130
|
|
Total
|
1,131
|
|
|
59,551,095
|
|
|
307
|
|
|
27,934,587
|
|
|
1,438
|
|
|
87,485,682
|
|
|
|
Records and Information Management Business
|
|
Data Management Business(1)
|
||||||||
Region
|
|
Building Utilization
|
|
Racking Utilization
|
|
Building Utilization
|
|
Racking Utilization
|
||||
North America
|
|
85
|
%
|
|
90
|
%
|
|
75
|
%
|
|
83
|
%
|
Europe(2)
|
|
87
|
%
|
|
93
|
%
|
|
50
|
%
|
|
78
|
%
|
Latin America
|
|
85
|
%
|
|
93
|
%
|
|
76
|
%
|
|
84
|
%
|
Asia
|
|
84
|
%
|
|
96
|
%
|
|
50
|
%
|
|
58
|
%
|
Total
|
|
85
|
%
|
|
92
|
%
|
|
69
|
%
|
|
82
|
%
|
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
|
||
February 15, 2017
|
|
0.5500
|
|
|
March 15, 2017
|
|
145,235
|
|
|
April 3, 2017
|
||
May 24, 2017
|
|
0.5500
|
|
|
June 15, 2017
|
|
145,417
|
|
|
July 3, 2017
|
||
July 27, 2017
|
|
0.5500
|
|
|
September 15, 2017
|
|
146,772
|
|
|
October 2, 2017
|
||
October 24, 2017
|
|
0.5875
|
|
|
December 15, 2017
|
|
166,319
|
|
|
January 2, 2018
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2016
|
|
2017
|
|||
Nonqualified ordinary dividends
|
49.3
|
%
|
|
45.5
|
%
|
|
82.1
|
%
|
Qualified ordinary dividends
|
39.1
|
%
|
|
21.0
|
%
|
|
17.9
|
%
|
Return of capital
|
11.6
|
%
|
|
33.5
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
1,784,721
|
|
|
$
|
1,860,243
|
|
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
|
$
|
2,377,557
|
|
Service
|
1,239,902
|
|
|
1,257,450
|
|
|
1,170,079
|
|
|
1,368,548
|
|
|
1,468,021
|
|
|||||
Total Revenues
|
3,024,623
|
|
|
3,117,693
|
|
|
3,007,976
|
|
|
3,511,453
|
|
|
3,845,578
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
1,288,878
|
|
|
1,344,636
|
|
|
1,290,025
|
|
|
1,567,777
|
|
|
1,685,318
|
|
|||||
Selling, general and administrative
|
924,031
|
|
|
869,572
|
|
|
844,960
|
|
|
988,332
|
|
|
984,965
|
|
|||||
Depreciation and amortization
|
322,037
|
|
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|||||
Intangible impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|||||
Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
430
|
|
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|||||
Total Operating Expenses
|
2,535,376
|
|
|
2,568,416
|
|
|
2,483,449
|
|
|
3,009,847
|
|
|
3,196,469
|
|
|||||
Operating Income
|
489,247
|
|
|
549,277
|
|
|
524,527
|
|
|
501,606
|
|
|
649,109
|
|
|||||
Interest Expense, Net
|
254,174
|
|
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|||||
Other Expense, Net
|
75,202
|
|
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|||||
Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
159,871
|
|
|
223,373
|
|
|
162,066
|
|
|
146,644
|
|
|
216,105
|
|
|||||
Provision (Benefit) for Income Taxes
|
62,127
|
|
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
(1,417
|
)
|
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|||||
Income from Continuing Operations
|
99,161
|
|
|
328,955
|
|
|
125,203
|
|
|
103,880
|
|
|
191,723
|
|
|||||
Income (Loss) from Discontinued Operations, Net of Tax
|
831
|
|
|
(209
|
)
|
|
—
|
|
|
3,353
|
|
|
(6,291
|
)
|
|||||
Net Income
|
99,992
|
|
|
328,746
|
|
|
125,203
|
|
|
107,233
|
|
|
185,432
|
|
|||||
Less: Net Income Attributable to Noncontrolling Interests
|
3,530
|
|
|
2,627
|
|
|
1,962
|
|
|
2,409
|
|
|
1,611
|
|
|||||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
96,462
|
|
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
$
|
183,821
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
||||||||||
|
|
|
(In thousands, except per share data)
|
|
|
||||||||||||||
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
0.52
|
|
|
$
|
1.68
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Total Income (Loss) from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
0.51
|
|
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
0.69
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
0.52
|
|
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Total Income (Loss) from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
0.50
|
|
|
$
|
1.66
|
|
|
$
|
0.58
|
|
|
$
|
0.42
|
|
|
$
|
0.69
|
|
Weighted Average Common Shares Outstanding—Basic
|
190,994
|
|
|
195,278
|
|
|
210,764
|
|
|
246,178
|
|
|
265,898
|
|
|||||
Weighted Average Common Shares Outstanding—Diluted
|
192,412
|
|
|
196,749
|
|
|
212,118
|
|
|
247,267
|
|
|
266,845
|
|
|||||
Dividends Declared per Common Share
|
$
|
1.0800
|
|
|
$
|
5.3713
|
|
|
$
|
1.9100
|
|
|
$
|
2.0427
|
|
|
$
|
2.2706
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA(2)
|
$
|
894,581
|
|
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
Adjusted EBITDA Margin(2)
|
29.6
|
%
|
|
29.7
|
%
|
|
30.6
|
%
|
|
31.0
|
%
|
|
32.8
|
%
|
|||||
Ratio of Earnings to Fixed Charges
|
1.5x
|
|
|
1.7x
|
|
|
1.5x
|
|
|
1.4x
|
|
|
1.5x
|
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and Cash Equivalents(3)
|
$
|
154,386
|
|
|
$
|
159,793
|
|
|
$
|
128,381
|
|
|
$
|
236,484
|
|
|
$
|
925,699
|
|
Total Assets
|
6,607,398
|
|
|
6,523,265
|
|
|
6,350,587
|
|
|
9,486,800
|
|
|
10,972,402
|
|
|||||
Total Long-Term Debt (including Current Portion of Long-Term Debt)
|
4,126,115
|
|
|
4,616,454
|
|
|
4,845,678
|
|
|
6,251,181
|
|
|
7,043,271
|
|
|||||
Redeemable Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
54,697
|
|
|
91,418
|
|
|||||
Total Equity
|
1,051,734
|
|
|
869,955
|
|
|
528,607
|
|
|
1,936,671
|
|
|
2,298,842
|
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The selected financial data above for 2016 includes the results of Recall from May 2, 2016.
|
(2)
|
For definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to income (loss) from continuing operations 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
.
|
(3)
|
Includes restricted cash of $33.9 million, $33.9 million and $22.2 million as of December 31, 2013, 2014 and 2017, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
North American Records and Information Management Business
|
$
|
5,403
|
|
|
$
|
2,329
|
|
|
$
|
275
|
|
North American Data Management Business
|
241
|
|
|
395
|
|
|
—
|
|
|||
Western European Business
|
1,537
|
|
|
204
|
|
|
—
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Global Data Center Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
2,986
|
|
|
3,079
|
|
|
225
|
|
|||
Total
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
$
|
500
|
|
|
Average Exchange
Rates for the
Year Ended
December 31,
|
|
|||||||
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
||||||||
|
2016
|
|
2017
|
||||||
Australian dollar
|
$
|
0.744
|
|
|
$
|
0.767
|
|
3.1
|
%
|
Brazilian real
|
$
|
0.288
|
|
|
$
|
0.313
|
|
8.7
|
%
|
British pound sterling
|
$
|
1.356
|
|
|
$
|
1.288
|
|
(5.0
|
)%
|
Canadian dollar
|
$
|
0.755
|
|
|
$
|
0.771
|
|
2.1
|
%
|
Euro
|
$
|
1.107
|
|
|
$
|
1.130
|
|
2.1
|
%
|
|
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
|
)%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Income (Loss) from Continuing Operations
|
$
|
99,161
|
|
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
103,880
|
|
|
$
|
191,723
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on Sale of Real Estate, Net of Tax(1)
|
(1,417
|
)
|
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|||||
Provision (Benefit) for Income Taxes
|
62,127
|
|
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|||||
Other Expense (Income), Net
|
75,202
|
|
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|||||
Interest Expense, Net
|
254,174
|
|
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
430
|
|
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|||||
Depreciation and Amortization
|
322,037
|
|
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|||||
Recall Costs
|
—
|
|
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|
84,901
|
|
|||||
REIT Costs(2)
|
82,867
|
|
|
22,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
894,581
|
|
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
(1)
|
Tax expense associated with the gain on sale of real estate for the years ended December 31, 2013, 2014, 2015, 2016 and 2017 was $0.4 million, $2.2 million, $0.2 million, $0.1 million and $0.0 million, respectively.
|
(2)
|
Includes costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 ("REIT Costs").
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
0.52
|
|
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Other Expense (Income), Net
|
0.39
|
|
|
0.33
|
|
|
0.46
|
|
|
0.18
|
|
|
0.30
|
|
|||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Recall Costs
|
—
|
|
|
—
|
|
|
0.22
|
|
|
0.53
|
|
|
0.32
|
|
|||||
REIT Costs
|
0.43
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
0.07
|
|
|
(0.72
|
)
|
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.19
|
)
|
|||||
Adjusted EPS—Fully Diluted from Continuing Operations(2)
|
$
|
1.40
|
|
|
$
|
1.36
|
|
|
$
|
1.21
|
|
|
$
|
1.07
|
|
|
$
|
1.16
|
|
(1)
|
The difference between our effective tax rate and our structural tax rate (or adjusted effective tax rate) for the years ended December 31, 2013, 2014, 2015, 2016 and 2017 is primarily due to (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) 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, 2013, 2014, 2015, 2016 and 2017 was 15.0%, 14.4%, 16.8%, 18.5% and 19.7%, respectively.
|
(2)
|
Columns may not foot due to rounding.
|
|
Year Ended December 31,
|
||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||
Net Income (Loss)
|
$
|
328,746
|
|
|
$
|
125,203
|
|
|
$
|
107,233
|
|
|
$
|
185,432
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
Real Estate Depreciation(1)
|
184,170
|
|
|
178,800
|
|
|
226,258
|
|
|
259,287
|
|
||||
Gain on Sale of Real Estate, Net of Tax(2)
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
||||
FFO (Nareit)
|
504,609
|
|
|
303,153
|
|
|
331,311
|
|
|
443,154
|
|
||||
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
||||
Other Expense (Income), Net(3)
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
||||
Recall Costs
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|
84,901
|
|
||||
REIT Costs
|
22,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
||||
Tax Impact of Reconciling Items and Discrete Tax Items(4)
|
(142,194
|
)
|
|
(14,480
|
)
|
|
(15,019
|
)
|
|
(49,865
|
)
|
||||
(Income) Loss from Discontinued Operations, Net of Tax(5)
|
209
|
|
|
—
|
|
|
(3,353
|
)
|
|
6,291
|
|
||||
FFO (Normalized)
|
$
|
451,188
|
|
|
$
|
437,277
|
|
|
$
|
490,595
|
|
|
$
|
567,720
|
|
(1)
|
Includes depreciation expense related to real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking).
|
(2)
|
Tax expense associated with the gain on sale of real estate for the years ended December 31, 2014, 2015, 2016 and 2017 was $2.2 million, $0.2 million, $0.1 million and $0.0 million, respectively.
|
(3)
|
Includes foreign currency transaction losses, net of $58.3 million, $70.9 million, $20.4 million and
$43.2 million
for the years ended December 31, 2014, 2015, 2016 and
2017
, respectively. See Note 2.v. to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding the components of Other expense (income), net.
|
(4)
|
Represents the tax impact of (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(140.8) million, $(14.6) million, $(2.4) million and $(38.3) million for the years ended December 31, 2014, 2015, 2016 and 2017, respectively.
|
(5)
|
Net of tax provision (benefit) of $0.0 million, $0.0 million, $0.8 million and $(1.8) million for the years ended December 31, 2014, 2015, 2016 and
2017
, 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.
|
Reporting Unit
|
|
Goodwill balance at October 1, 2017
|
|
Percentage by which the fair value of the reporting unit exceeded the reporting unit carrying value as of October 1, 2017
|
|
Key assumptions in the fair value of reporting unit measurement as of October 1, 2017
|
|
|||||||||||||
|
|
|
Discount rate
|
|
Average annual contribution margin used in discounted cash flow
|
|
Average annual capital expenditures as percentage of revenue(1)
|
|
Terminal growth rate(2)
|
|
||||||||||
Fine Arts
|
|
$
|
25,527
|
|
|
*
|
|
|
13.0
|
%
|
|
24.0
|
%
|
|
9.0
|
%
|
|
2.0
|
%
|
|
Latin America
|
|
163,450
|
|
|
19.6
|
%
|
|
10.3
|
%
|
|
28.0
|
%
|
|
8.0
|
%
|
|
2.0
|
%
|
|
|
Australia and New Zealand
|
|
317,477
|
|
|
9.2
|
%
|
|
7.0
|
%
|
|
33.0
|
%
|
|
6.0
|
%
|
|
1.5
|
%
|
|
(1)
|
For purposes of our goodwill impairment analysis, the term "capital expenditures" includes both growth investment and maintenance capital expenditures.
|
(2)
|
Terminal growth rates are applied in year ten of our discounted cash flow analysis.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
Dollar
Change
|
|
Percentage
Change
|
|||||||||||
|
2016
|
|
2017
|
|
||||||||||
Revenues
|
$
|
3,511,453
|
|
|
$
|
3,845,578
|
|
|
$
|
334,125
|
|
|
9.5
|
%
|
Operating Expenses
|
3,009,847
|
|
|
3,196,469
|
|
|
186,622
|
|
|
6.2
|
%
|
|||
Operating Income
|
501,606
|
|
|
649,109
|
|
|
147,503
|
|
|
29.4
|
%
|
|||
Other Expenses, Net
|
397,726
|
|
|
457,386
|
|
|
59,660
|
|
|
15.0
|
%
|
|||
Income from Continuing Operations
|
103,880
|
|
|
191,723
|
|
|
87,843
|
|
|
84.6
|
%
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
3,353
|
|
|
(6,291
|
)
|
|
(9,644
|
)
|
|
(287.6
|
)%
|
|||
Net Income
|
107,233
|
|
|
185,432
|
|
|
78,199
|
|
|
72.9
|
%
|
|||
Net Income Attributable to Noncontrolling Interests
|
2,409
|
|
|
1,611
|
|
|
(798
|
)
|
|
(33.1
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
104,824
|
|
|
$
|
183,821
|
|
|
$
|
78,997
|
|
|
75.4
|
%
|
Adjusted EBITDA(1)
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
|
$
|
172,908
|
|
|
15.9
|
%
|
Adjusted EBITDA Margin(1)
|
31.0
|
%
|
|
32.8
|
%
|
|
|
|
|
|
|
|
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 (Loss) 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
|
%
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP 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)
|
|||||||||||||
|
2016
|
|
2017
|
|
|
|||||||||||||||
Storage Rental
|
$
|
2,142,905
|
|
|
$
|
2,377,557
|
|
|
$
|
234,652
|
|
|
11.0
|
%
|
|
10.4
|
%
|
|
3.9
|
%
|
Service
|
1,368,548
|
|
|
1,468,021
|
|
|
99,473
|
|
|
7.3
|
%
|
|
6.6
|
%
|
|
(0.3
|
)%
|
|||
Total Revenues
|
$
|
3,511,453
|
|
|
$
|
3,845,578
|
|
|
$
|
334,125
|
|
|
9.5
|
%
|
|
8.9
|
%
|
|
2.3
|
%
|
|
|
|
|
|
|
|
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
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the
2016
results at the
2017
average exchange rates and the
2015
results at the
2016
average exchange rates.
|
(2)
|
Our internal revenue growth rate, which is a non-GAAP measure, represents the 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 through the one-year anniversary of the Recall Transaction. Our internal revenue growth rate includes the impact of acquisitions of customer relationships.
|
|
2016
|
|
2017
|
||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Storage Rental Revenue
|
2.2
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
|
2.9
|
%
|
|
3.0
|
%
|
|
4.8
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
Service Revenue
|
1.6
|
%
|
|
(2.1
|
)%
|
|
(1.3
|
)%
|
|
(0.9
|
)%
|
|
0.6
|
%
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
Total Revenue
|
2.0
|
%
|
|
0.4
|
%
|
|
0.8
|
%
|
|
1.4
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
2016
|
|
2017
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
2016
|
|
2017
|
|
||||||||||||
Labor
|
$
|
756,525
|
|
|
$
|
786,314
|
|
|
$
|
29,789
|
|
|
3.9
|
%
|
|
3.2
|
%
|
|
21.5
|
%
|
|
20.4
|
%
|
|
(1.1
|
)%
|
Facilities
|
522,696
|
|
|
581,112
|
|
|
58,416
|
|
|
11.2
|
%
|
|
10.4
|
%
|
|
14.9
|
%
|
|
15.1
|
%
|
|
0.2
|
%
|
|||
Transportation
|
132,183
|
|
|
142,184
|
|
|
10,001
|
|
|
7.6
|
%
|
|
6.9
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
(0.1
|
)%
|
|||
Product Cost of Sales and Other
|
144,410
|
|
|
155,215
|
|
|
10,805
|
|
|
7.5
|
%
|
|
6.5
|
%
|
|
4.1
|
%
|
|
4.0
|
%
|
|
(0.1
|
)%
|
|||
Recall Costs
|
11,963
|
|
|
20,493
|
|
|
8,530
|
|
|
71.3
|
%
|
|
67.3
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
|||
Total Cost of Sales
|
$
|
1,567,777
|
|
|
$
|
1,685,318
|
|
|
$
|
117,541
|
|
|
7.5
|
%
|
|
6.7
|
%
|
|
44.6
|
%
|
|
43.8
|
%
|
|
(0.8
|
)%
|
|
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
|
%
|
|||
Total Cost of Sales
|
$
|
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
|
|||||||||||||||||
|
Dollar
Change
|
|
|
|
||||||||||||||||||||||
|
2016
|
|
2017
|
|
Actual
|
|
Constant
Currency
|
2016
|
|
2017
|
|
|||||||||||||||
General and Administrative
|
$
|
504,545
|
|
|
$
|
520,504
|
|
|
$
|
15,959
|
|
|
3.2
|
%
|
|
2.8
|
%
|
|
14.4
|
%
|
|
13.5
|
%
|
|
(0.9
|
)%
|
Sales, Marketing & Account Management
|
238,178
|
|
|
253,117
|
|
|
14,939
|
|
|
6.3
|
%
|
|
6.0
|
%
|
|
6.8
|
%
|
|
6.6
|
%
|
|
(0.2
|
)%
|
|||
Information Technology
|
116,923
|
|
|
132,110
|
|
|
15,187
|
|
|
13.0
|
%
|
|
12.8
|
%
|
|
3.3
|
%
|
|
3.4
|
%
|
|
0.1
|
%
|
|||
Bad Debt Expense
|
8,705
|
|
|
14,826
|
|
|
6,121
|
|
|
70.3
|
%
|
|
70.7
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
|
0.2
|
%
|
|||
Recall Costs
|
119,981
|
|
|
64,408
|
|
|
(55,573
|
)
|
|
(46.3
|
)%
|
|
(46.8
|
)%
|
|
3.4
|
%
|
|
1.7
|
%
|
|
(1.7
|
)%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
988,332
|
|
|
$
|
984,965
|
|
|
$
|
(3,367
|
)
|
|
(0.3
|
)%
|
|
(0.7
|
)%
|
|
28.1
|
%
|
|
25.6
|
%
|
|
(2.5
|
)%
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
2015
|
|
2016
|
|
Dollar Change
|
|
Actual
|
|
Constant
Currency
|
|
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
|
%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
844,960
|
|
|
$
|
988,332
|
|
|
$
|
143,372
|
|
|
17.0
|
%
|
|
19.6
|
%
|
|
28.1
|
%
|
|
28.1
|
%
|
|
—
|
%
|
|
Year Ended
December 31,
|
|
|
||||||||
|
Dollar
Change
|
||||||||||
|
2016
|
|
2017
|
|
|||||||
Foreign currency transaction losses, net
|
$
|
20,413
|
|
|
$
|
43,248
|
|
|
$
|
22,835
|
|
Debt extinguishment expense
|
9,283
|
|
|
78,368
|
|
|
69,085
|
|
|||
Other, net
|
14,604
|
|
|
(42,187
|
)
|
|
(56,791
|
)
|
|||
|
$
|
44,300
|
|
|
$
|
79,429
|
|
|
$
|
35,129
|
|
|
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
|
|
Percentage Change
|
|||||||||
|
2016
|
|
2017
|
|
||||||||||
Income from Continuing Operations
|
$
|
103,880
|
|
|
$
|
191,723
|
|
|
$
|
87,843
|
|
|
84.6
|
%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
3.0
|
%
|
|
5.0
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
|
$
|
172,908
|
|
|
15.9
|
%
|
Adjusted EBITDA Margin
|
31.0
|
%
|
|
32.8
|
%
|
|
|
|
|
|
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
|
%
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
1,150,646
|
|
|
$
|
1,221,495
|
|
|
$
|
70,849
|
|
|
6.2
|
%
|
|
5.9
|
%
|
|
3.2
|
%
|
Service
|
780,053
|
|
|
828,851
|
|
|
48,798
|
|
|
6.3
|
%
|
|
6.0
|
%
|
|
1.1
|
%
|
|||
Segment Revenue
|
$
|
1,930,699
|
|
|
$
|
2,050,346
|
|
|
$
|
119,647
|
|
|
6.2
|
%
|
|
6.0
|
%
|
|
2.4
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
775,717
|
|
|
$
|
884,158
|
|
|
$
|
108,441
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA Margin(1)(2)
|
40.2
|
%
|
|
43.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2015
|
|
2016
|
|
|
Actual
|
|
|
||||||||||||
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 Margin(1)(2)
|
40.3
|
%
|
|
40.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2016
|
|
2017
|
|
|
|||||||||||||||
Storage Rental
|
$
|
264,148
|
|
|
$
|
276,416
|
|
|
$
|
12,268
|
|
|
4.6
|
%
|
|
4.5
|
%
|
|
2.4
|
%
|
Service
|
128,666
|
|
|
125,224
|
|
|
(3,442
|
)
|
|
(2.7
|
)%
|
|
(2.8
|
)%
|
|
(7.8
|
)%
|
|||
Segment Revenue
|
$
|
392,814
|
|
|
$
|
401,640
|
|
|
$
|
8,826
|
|
|
2.2
|
%
|
|
2.1
|
%
|
|
(1.0
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
224,522
|
|
|
$
|
223,324
|
|
|
$
|
(1,198
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA Margin(1)(2)
|
57.2
|
%
|
|
55.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
246,744
|
|
|
$
|
264,148
|
|
|
$
|
17,404
|
|
|
7.1
|
%
|
|
7.3
|
%
|
|
1.9
|
%
|
Service
|
130,561
|
|
|
128,666
|
|
|
(1,895
|
)
|
|
(1.5
|
)%
|
|
(1.2
|
)%
|
|
(10.2
|
)%
|
|||
Segment Revenue
|
$
|
377,305
|
|
|
$
|
392,814
|
|
|
$
|
15,509
|
|
|
4.1
|
%
|
|
4.3
|
%
|
|
(2.3
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
203,237
|
|
|
$
|
224,522
|
|
|
$
|
21,285
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA Margin(1)(2)
|
53.9
|
%
|
|
57.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
275,659
|
|
|
$
|
303,205
|
|
|
$
|
27,546
|
|
|
10.0
|
%
|
|
11.4
|
%
|
|
2.3
|
%
|
Service
|
178,552
|
|
|
198,537
|
|
|
19,985
|
|
|
11.2
|
%
|
|
12.0
|
%
|
|
1.4
|
%
|
|||
Segment Revenue
|
$
|
454,211
|
|
|
$
|
501,742
|
|
|
$
|
47,531
|
|
|
10.5
|
%
|
|
11.6
|
%
|
|
2.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
137,506
|
|
|
$
|
160,024
|
|
|
$
|
22,518
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(1)(2)
|
30.3
|
%
|
|
31.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Margin(1)(2)
|
30.4
|
%
|
|
30.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
393,005
|
|
|
$
|
493,118
|
|
|
$
|
100,113
|
|
|
25.5
|
%
|
|
21.9
|
%
|
|
6.6
|
%
|
Service
|
259,511
|
|
|
291,737
|
|
|
32,226
|
|
|
12.4
|
%
|
|
9.2
|
%
|
|
(0.7
|
)%
|
|||
Segment Revenue
|
$
|
652,516
|
|
|
$
|
784,855
|
|
|
$
|
132,339
|
|
|
20.3
|
%
|
|
16.9
|
%
|
|
3.7
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
169,042
|
|
|
$
|
226,430
|
|
|
$
|
57,388
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(1)(2)
|
25.9
|
%
|
|
28.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Margin(1)(2)
|
20.7
|
%
|
|
25.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
22,026
|
|
|
$
|
35,839
|
|
|
$
|
13,813
|
|
|
62.7
|
%
|
|
62.7
|
%
|
|
29.0
|
%
|
Service
|
2,223
|
|
|
1,855
|
|
|
(368
|
)
|
|
(16.6
|
)%
|
|
(16.6
|
)%
|
|
(24.8
|
)%
|
|||
Segment Revenue
|
$
|
24,249
|
|
|
$
|
37,694
|
|
|
$
|
13,445
|
|
|
55.4
|
%
|
|
55.4
|
%
|
|
24.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
6,212
|
|
|
$
|
11,275
|
|
|
$
|
5,063
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(1)(2)
|
25.6
|
%
|
|
29.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
17,660
|
|
|
$
|
22,026
|
|
|
$
|
4,366
|
|
|
24.7
|
%
|
|
24.7
|
%
|
|
24.7
|
%
|
Service
|
1,405
|
|
|
2,223
|
|
|
818
|
|
|
58.2
|
%
|
|
58.2
|
%
|
|
58.2
|
%
|
|||
Segment Revenue
|
$
|
19,065
|
|
|
$
|
24,249
|
|
|
$
|
5,184
|
|
|
27.2
|
%
|
|
27.2
|
%
|
|
27.2
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
1,860
|
|
|
$
|
6,212
|
|
|
$
|
4,352
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(1)(2)
|
9.8
|
%
|
|
25.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
37,421
|
|
|
$
|
47,484
|
|
|
$
|
10,063
|
|
|
26.9
|
%
|
|
26.9
|
%
|
|
4.0
|
%
|
Service
|
19,543
|
|
|
21,817
|
|
|
2,274
|
|
|
11.6
|
%
|
|
11.6
|
%
|
|
(8.7
|
)%
|
|||
Segment Revenue
|
$
|
56,964
|
|
|
$
|
69,301
|
|
|
$
|
12,337
|
|
|
21.7
|
%
|
|
21.7
|
%
|
|
(0.3
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
(225,711
|
)
|
|
$
|
(245,015
|
)
|
|
$
|
(19,304
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Consolidated Revenue
|
(6.4
|
)%
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2015
|
|
2016
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
11,777
|
|
|
$
|
37,421
|
|
|
$
|
25,644
|
|
|
217.7
|
%
|
|
217.7
|
%
|
|
11.3
|
%
|
Service
|
5,591
|
|
|
19,543
|
|
|
13,952
|
|
|
249.5
|
%
|
|
249.5
|
%
|
|
9.7
|
%
|
|||
Segment Revenue
|
$
|
17,368
|
|
|
$
|
56,964
|
|
|
$
|
39,596
|
|
|
228.0
|
%
|
|
228.0
|
%
|
|
10.9
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(207,721
|
)
|
|
$
|
(225,711
|
)
|
|
$
|
(17,990
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Consolidated Revenue
|
(6.9
|
)%
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe this non-GAAP measure provides relevant and useful information to our current and potential investors.
|
|
|
2015
|
|
2016
|
|
2017
|
||||||
Cash flows from operating activities—continuing operations
|
|
$
|
541,760
|
|
|
$
|
541,216
|
|
|
$
|
724,259
|
|
Cash flows from investing activities—continuing operations
|
|
(456,646
|
)
|
|
(632,703
|
)
|
|
(599,448
|
)
|
|||
Cash flows from financing activities—continuing operations
|
|
(108,511
|
)
|
|
125,373
|
|
|
540,425
|
|
|||
Cash and cash equivalents at the end of year
|
|
128,381
|
|
|
236,484
|
|
|
925,699
|
|
|
Year Ended December 31,
|
||||||||||
Nature of Capital Spend (in thousands)
|
2015
|
|
2016
|
|
2017
|
||||||
Real Estate:
|
|
||||||||||
Investment
|
$
|
151,695
|
|
|
$
|
133,079
|
|
|
$
|
139,822
|
|
Maintenance
|
52,826
|
|
|
63,543
|
|
|
77,660
|
|
|||
Total Real Estate Capital Spend
|
204,521
|
|
|
196,622
|
|
|
217,482
|
|
|||
Non-Real Estate:
|
|
|
|
|
|
|
|
|
|||
Investment
|
46,411
|
|
|
40,509
|
|
|
56,297
|
|
|||
Maintenance
|
23,372
|
|
|
20,642
|
|
|
29,721
|
|
|||
Total Non-Real Estate Capital Spend
|
69,783
|
|
|
61,151
|
|
|
86,018
|
|
|||
Data Center Investment and Maintenance Capital Spend
|
20,624
|
|
|
72,728
|
|
|
92,597
|
|
|||
Innovation and Growth Investment Capital Spend
|
—
|
|
|
8,573
|
|
|
20,583
|
|
|||
Total Capital Spend (on accrual basis)
|
294,928
|
|
|
339,074
|
|
|
416,680
|
|
|||
Net (decrease) increase in prepaid capital expenditures
|
(362
|
)
|
|
374
|
|
|
1,629
|
|
|||
Net (increase) decrease accrued capital expenditures
|
(4,317
|
)
|
|
(10,845
|
)
|
|
(75,178
|
)
|
|||
Total Capital Spend (on cash basis)
|
$
|
290,249
|
|
|
$
|
328,603
|
|
|
$
|
343,131
|
|
(1)
|
The amount at December 31, 2017 includes approximately $66,800 related to a capital lease associated with our data center in Manassas, Virginia.
|
|
December 31, 2017
|
||||||||||
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
||||||
Revolving Credit Facility(1)
|
$
|
466,593
|
|
|
$
|
(14,407
|
)
|
|
$
|
452,186
|
|
Term Loan(1)
|
243,750
|
|
|
—
|
|
|
243,750
|
|
|||
Australian Dollar Term Loan (the "AUD Term Loan")(2)
|
187,504
|
|
|
(3,382
|
)
|
|
184,122
|
|
|||
4
3
/
8
% Senior Notes due 2021 (the "4
3
/
8
% Notes")(3)(4)
|
500,000
|
|
|
(5,874
|
)
|
|
494,126
|
|
|||
6% Senior Notes due 2023 (3)
|
600,000
|
|
|
(6,224
|
)
|
|
593,776
|
|
|||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(4)(5)
|
199,171
|
|
|
(3,295
|
)
|
|
195,876
|
|
|||
5
3
/
4
% Senior Subordinated Notes due 2024(3)
|
1,000,000
|
|
|
(9,156
|
)
|
|
990,844
|
|
|||
3% Euro Senior Notes due 2025 (the "Euro Notes")(3)(4)
|
359,386
|
|
|
(4,691
|
)
|
|
354,695
|
|
|||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(4)(6)
|
539,702
|
|
|
(7,718
|
)
|
|
531,984
|
|
|||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")(4)(7)
|
250,000
|
|
|
(3,615
|
)
|
|
246,385
|
|
|||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")(3)(4)
|
1,000,000
|
|
|
(13,866
|
)
|
|
986,134
|
|
|||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")(3)(4)
|
825,000
|
|
|
(11,817
|
)
|
|
813,183
|
|
|||
Real Estate Mortgages, Capital Leases and Other(8)
|
649,432
|
|
|
(566
|
)
|
|
648,866
|
|
|||
Accounts Receivable Securitization Program(9)
|
258,973
|
|
|
(356
|
)
|
|
258,617
|
|
|||
Mortgage Securitization Program(10)
|
50,000
|
|
|
(1,273
|
)
|
|
48,727
|
|
|||
Total Long-term Debt
|
7,129,511
|
|
|
(86,240
|
)
|
|
7,043,271
|
|
|||
Less Current Portion
|
(146,300
|
)
|
|
—
|
|
|
(146,300
|
)
|
|||
Long-term Debt, Net of Current Portion
|
$
|
6,983,211
|
|
|
$
|
(86,240
|
)
|
|
$
|
6,896,971
|
|
(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 the Revolving Credit Facility.
|
(2)
|
The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of
$1.5 million
as of December 31, 2017.
|
(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, IM UK (as defined below), 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 4
3
/
8
% Notes, the Euro Notes, the GBP Notes due 2025, the CAD Notes due 2023, the 5
3
/
8
% Notes, the 4
7
/
8
% Notes and the 5
1
/
4
% Notes (collectively, the "Unregistered Notes") have not been registered under 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 2023, 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)
|
Iron Mountain (UK) PLC ("IM UK") is the direct obligor on the GBP Notes due 2025, 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)
|
Iron Mountain US Holdings, Inc., 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
$20.2 million
, (ii) capital lease obligations of
$436.3 million
, and (iii) other various notes and other obligations, which were assumed by us as a result of certain acquisitions, of
$193.0 million
.
|
(9)
|
The Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program.
|
(10)
|
Iron Mountain Mortgage Finance I, LLC (the "Mortgage Securitization Special Purpose Subsidiary") is the obligor under this program.
|
|
December 31, 2016
|
|
December 31, 2017
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.7
|
|
|
5.0
|
|
|
Maximum allowable of 6.5(1)(2)
|
Net secured debt lease adjusted leverage ratio
|
2.7
|
|
|
1.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.2
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(3)(4)
|
Fixed charge coverage ratio
|
2.4
|
|
|
2.1
|
|
|
Minimum allowable of 1.5
|
(1)
|
Our maximum allowable net total lease adjusted leverage ratio under the Former Credit Agreement was
6.5
. The Former Credit Agreement also contained a provision which limited, in certain circumstances, our cash dividends in any four consecutive fiscal quarters to
95%
of Funds From Operations (as defined in the Former Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This former limitation only applied in certain circumstances, including where our net total lease adjusted leverage ratio exceeded
6.0
as measured as of the end of the most recently completed fiscal quarter (the “Dividend Limitation Leverage Condition”). The Credit Agreement does not contain a Dividend Limitation Leverage Condition. The maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is
6.5
.
|
(2)
|
The definition of the net total lease adjusted leverage ratio was modified under the Credit Agreement. The net total lease adjusted leverage ratio at December 31, 2017 was calculated as defined in the Credit Agreement, while the net total lease adjusted leverage ratio at December 31, 2016 was calculated as defined in the Former Credit Agreement. Had the net total lease adjusted leverage ratio at December 31, 2016 been calculated as defined in the Credit Agreement it would have been
5.4
.
|
(3)
|
The maximum allowable leverage ratio under our indenture for the 4
7
/
8
% Notes, the GBP Notes due 2025 and the 5
1
/
4
% Notes is
7.0
. For all other notes the maximum allowable leverage ratio is 6.5. In certain instances, as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.
|
(4)
|
At December 31, 2017, a portion of the net proceeds from the 5
1
/
4
% Notes, together with a portion of the net proceeds of the Equity Offering, were used to temporarily repay approximately $807.0 million of outstanding indebtedness under our Revolving Credit Facility until the closing of the IODC Transaction, which occurred on January 10, 2018 (as described in Note 6 in Notes to Consolidated Financial Statements included in this Annual Report). The bond leverage ratio at December 31, 2017 is calculated based on our outstanding indebtedness at this date, which reflects the temporary repayment of the Revolving Credit Facility.
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2017
|
|
Cumulative Total
|
||||||||
Recall Costs
|
|
$
|
47,014
|
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
$
|
263,859
|
|
Recall Capital Expenditures
|
|
65
|
|
|
18,391
|
|
|
31,441
|
|
|
49,897
|
|
||||
Total
|
|
$
|
47,079
|
|
|
$
|
150,335
|
|
|
$
|
116,342
|
|
|
$
|
313,756
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
||||||||||
Capital Lease Obligations
|
$
|
436,285
|
|
|
$
|
57,902
|
|
|
$
|
89,276
|
|
|
$
|
61,217
|
|
|
$
|
227,890
|
|
Long-Term Debt Obligations (excluding Capital Lease Obligations)
|
6,694,771
|
|
|
88,398
|
|
|
418,365
|
|
|
1,363,630
|
|
|
4,824,378
|
|
|||||
Interest Payments(1)
|
2,371,769
|
|
|
344,207
|
|
|
644,351
|
|
|
578,874
|
|
|
804,337
|
|
|||||
Operating Lease Obligations(2)
|
2,566,891
|
|
|
313,922
|
|
|
563,408
|
|
|
467,533
|
|
|
1,222,028
|
|
|||||
Purchase and Asset Retirement Obligations
|
145,706
|
|
|
78,368
|
|
|
30,512
|
|
|
7,881
|
|
|
28,945
|
|
|||||
Total(3)(4)
|
$
|
12,215,422
|
|
|
$
|
882,797
|
|
|
$
|
1,745,912
|
|
|
$
|
2,479,135
|
|
|
$
|
7,107,578
|
|
(1)
|
Amounts include variable rate interest payments, which are calculated utilizing the applicable interest rates as of
December 31, 2017
; 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 $36.4 million in total (including $7.5 million, $10.9 million, $8.7 million and $9.3 million, in less than 1 year, 1-3 years, 3-5 years and more than 5 years, respectively).
|
(3)
|
The table above excludes
$38.5 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
$91.4 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. This table also excludes purchase commitments associated with acquisitions closed or expected to close in 2018.
|
|
|
|
|
|
Page
|
A. Iron Mountain Incorporated
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
(b)
|
Exhibits filed as part of this report: As listed in the Exhibit Index following the Financial Statement Schedule III-Schedule of Real Estate and Accumulated Depreciation.
|
|
December 31,
|
||||||
|
2016
|
|
2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
236,484
|
|
|
$
|
925,699
|
|
Accounts receivable (less allowances of $44,290 and $46,648 as of
|
|
|
|
|
|
||
December 31, 2016 and 2017, respectively)
|
691,249
|
|
|
835,742
|
|
||
Prepaid expenses and other
|
184,374
|
|
|
188,874
|
|
||
Total Current Assets
|
1,112,107
|
|
|
1,950,315
|
|
||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Property, plant and equipment
|
5,535,783
|
|
|
6,251,100
|
|
||
Less—Accumulated depreciation
|
(2,452,457
|
)
|
|
(2,833,421
|
)
|
||
Property, Plant and Equipment, net
|
3,083,326
|
|
|
3,417,679
|
|
||
Other Assets, net:
|
|
|
|
|
|
||
Goodwill
|
3,905,021
|
|
|
4,070,267
|
|
||
Customer relationships and customer inducements
|
1,252,523
|
|
|
1,400,547
|
|
||
Other
|
133,823
|
|
|
133,594
|
|
||
Total Other Assets, net
|
5,291,367
|
|
|
5,604,408
|
|
||
Total Assets
|
$
|
9,486,800
|
|
|
$
|
10,972,402
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
172,975
|
|
|
$
|
146,300
|
|
Accounts payable
|
222,197
|
|
|
289,137
|
|
||
Accrued expenses
|
450,257
|
|
|
653,146
|
|
||
Deferred revenue
|
201,128
|
|
|
241,590
|
|
||
Total Current Liabilities
|
1,046,557
|
|
|
1,330,173
|
|
||
Long-term Debt, net of current portion
|
6,078,206
|
|
|
6,896,971
|
|
||
Other Long-term Liabilities
|
99,540
|
|
|
73,039
|
|
||
Deferred Rent
|
119,834
|
|
|
126,231
|
|
||
Deferred Income Taxes
|
151,295
|
|
|
155,728
|
|
||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interests (see Note 2.x.)
|
54,697
|
|
|
91,418
|
|
||
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 263,682,670 shares and 283,110,183 shares as of December 31, 2016 and 2017, respectively)
|
2,636
|
|
|
2,831
|
|
||
Additional paid-in capital
|
3,489,795
|
|
|
4,164,562
|
|
||
(Distributions in excess of earnings) Earnings in excess of distributions
|
(1,343,311
|
)
|
|
(1,765,966
|
)
|
||
Accumulated other comprehensive items, net
|
(212,573
|
)
|
|
(103,989
|
)
|
||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,936,547
|
|
|
2,297,438
|
|
||
Noncontrolling Interests
|
124
|
|
|
1,404
|
|
||
Total Equity
|
1,936,671
|
|
|
2,298,842
|
|
||
Total Liabilities and Equity
|
$
|
9,486,800
|
|
|
$
|
10,972,402
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Storage rental
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
|
$
|
2,377,557
|
|
Service
|
1,170,079
|
|
|
1,368,548
|
|
|
1,468,021
|
|
|||
Total Revenues
|
3,007,976
|
|
|
3,511,453
|
|
|
3,845,578
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales (excluding depreciation and amortization)
|
1,290,025
|
|
|
1,567,777
|
|
|
1,685,318
|
|
|||
Selling, general and administrative
|
844,960
|
|
|
988,332
|
|
|
984,965
|
|
|||
Depreciation and amortization
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|||
Intangible impairments
|
—
|
|
|
—
|
|
|
3,011
|
|
|||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|||
Total Operating Expenses
|
2,483,449
|
|
|
3,009,847
|
|
|
3,196,469
|
|
|||
Operating Income (Loss)
|
524,527
|
|
|
501,606
|
|
|
649,109
|
|
|||
Interest Expense, Net (includes Interest Income of $3,984, $7,558 and $7,659 in 2015, 2016 and 2017, respectively)
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|||
Other Expense (Income), Net
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
162,066
|
|
|
146,644
|
|
|
216,105
|
|
|||
Provision (Benefit) for Income Taxes
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|||
Gain on Sale of Real Estate, Net of Tax
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|||
Income (Loss) from Continuing Operations
|
125,203
|
|
|
103,880
|
|
|
191,723
|
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
—
|
|
|
3,353
|
|
|
(6,291
|
)
|
|||
Net Income (Loss)
|
125,203
|
|
|
107,233
|
|
|
185,432
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
1,962
|
|
|
2,409
|
|
|
1,611
|
|
|||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
$
|
183,821
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
0.69
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.58
|
|
|
$
|
0.42
|
|
|
$
|
0.69
|
|
Weighted Average Common Shares Outstanding—Basic
|
210,764
|
|
|
246,178
|
|
|
265,898
|
|
|||
Weighted Average Common Shares Outstanding—Diluted
|
212,118
|
|
|
247,267
|
|
|
266,845
|
|
|||
Dividends Declared per Common Share
|
$
|
1.9100
|
|
|
$
|
2.0427
|
|
|
$
|
2.2706
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Net Income (Loss)
|
$
|
125,203
|
|
|
$
|
107,233
|
|
|
$
|
185,432
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
|
|||
Foreign Currency Translation Adjustment
|
(100,970
|
)
|
|
(35,641
|
)
|
|
108,564
|
|
|||
Market Value Adjustments for Securities
|
(245
|
)
|
|
(734
|
)
|
|
—
|
|
|||
Total Other Comprehensive (Loss) Income
|
(101,215
|
)
|
|
(36,375
|
)
|
|
108,564
|
|
|||
Comprehensive Income (Loss)
|
23,988
|
|
|
70,858
|
|
|
293,996
|
|
|||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
633
|
|
|
3,690
|
|
|
1,591
|
|
|||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
23,355
|
|
|
$
|
67,168
|
|
|
$
|
292,405
|
|
|
|
|
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, 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
|
|
|||||||
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in value of redeemable noncontrolling interests (see Note 2.x.)
|
(28,831
|
)
|
|
—
|
|
|
—
|
|
|
(28,831
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
28,831
|
|
|||||||
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
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
43,110
|
|
|
1,252,823
|
|
|
13
|
|
|
43,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares in connection with the Equity Offering, net of underwriting discounts and offering expenses (see Note 13)
|
515,952
|
|
|
14,500,000
|
|
|
145
|
|
|
515,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares through the At The Market (ATM) Equity Program, net of underwriting discounts and offering expenses (see Note 13)
|
58,566
|
|
|
1,481,053
|
|
|
15
|
|
|
58,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares in connection with the Fortrust Transaction (see Note 6)
|
83,014
|
|
|
2,193,637
|
|
|
22
|
|
|
82,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in value of redeemable noncontrolling interests (see Note 2.x.)
|
(25,680
|
)
|
|
—
|
|
|
—
|
|
|
(25,680
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
25,680
|
|
|||||||
Parent cash dividends declared
|
(606,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(606,476
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
108,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,584
|
|
|
(103
|
)
|
|
|
83
|
|
|||||||
Net income (loss)
|
185,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183,821
|
|
|
—
|
|
|
1,832
|
|
|
|
(221
|
)
|
|||||||
Noncontrolling interests equity contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,230
|
|
|||||||
Noncontrolling interests dividends
|
(1,956
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,956
|
)
|
|
|
(2,051
|
)
|
|||||||
Purchase of noncontrolling interests
|
1,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,507
|
|
|
|
—
|
|
|||||||
Balance, December 31, 2017
|
$
|
2,298,842
|
|
|
283,110,183
|
|
|
$
|
2,831
|
|
|
$
|
4,164,562
|
|
|
$
|
(1,765,966
|
)
|
|
$
|
(103,989
|
)
|
|
$
|
1,404
|
|
|
|
$
|
91,418
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
125,203
|
|
|
$
|
107,233
|
|
|
$
|
185,432
|
|
(Income) loss from discontinued operations
|
—
|
|
|
(3,353
|
)
|
|
6,291
|
|
|||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
301,219
|
|
|
365,526
|
|
|
406,283
|
|
|||
Amortization (includes amortization of deferred financing costs and discount of $9,249, $13,151 and $14,962 in 2015, 2016 and 2017, respectively)
|
53,494
|
|
|
99,951
|
|
|
131,055
|
|
|||
Intangible impairments
|
—
|
|
|
—
|
|
|
3,011
|
|
|||
Revenue reduction associated with amortization of permanent withdrawal fees (see Note 2.i.)
|
11,670
|
|
|
12,217
|
|
|
11,253
|
|
|||
Stock-based compensation expense
|
27,585
|
|
|
28,976
|
|
|
30,019
|
|
|||
(Benefit) provision for deferred income taxes
|
(7,473
|
)
|
|
(50,368
|
)
|
|
(36,370
|
)
|
|||
Loss on early extinguishment of debt
|
27,305
|
|
|
9,283
|
|
|
78,368
|
|
|||
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
|
1,941
|
|
|
(898
|
)
|
|
(766
|
)
|
|||
Loss on disposal of Iron Mountain Divestments (see Note 14)
|
—
|
|
|
16,838
|
|
|
—
|
|
|||
Gain on Russia and Ukraine Divestment (see Note 14)
|
—
|
|
|
—
|
|
|
(38,869
|
)
|
|||
Foreign currency transactions and other, net
|
44,221
|
|
|
16,624
|
|
|
50,503
|
|
|||
Changes in Assets and Liabilities (exclusive of acquisitions):
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
17,984
|
|
|
(23,206
|
)
|
|
(89,653
|
)
|
|||
Prepaid expenses and other
|
5,171
|
|
|
(34,274
|
)
|
|
(25,281
|
)
|
|||
Accounts payable
|
18,017
|
|
|
(50,712
|
)
|
|
34,898
|
|
|||
Accrued expenses and deferred revenue
|
(77,469
|
)
|
|
51,617
|
|
|
(35,079
|
)
|
|||
Other assets and long-term liabilities
|
(7,108
|
)
|
|
(4,238
|
)
|
|
13,164
|
|
|||
Cash Flows from Operating Activities-Continuing Operations
|
541,760
|
|
|
541,216
|
|
|
724,259
|
|
|||
Cash Flows from Operating Activities-Discontinued Operations
|
—
|
|
|
2,679
|
|
|
(3,291
|
)
|
|||
Cash Flows from Operating Activities
|
541,760
|
|
|
543,895
|
|
|
720,968
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(290,249
|
)
|
|
(328,603
|
)
|
|
(343,131
|
)
|
|||
Cash paid for acquisitions, net of cash acquired (see Note 6)
|
(113,558
|
)
|
|
(291,965
|
)
|
|
(219,705
|
)
|
|||
Acquisition of customer relationships
|
(32,611
|
)
|
|
(31,561
|
)
|
|
(55,126
|
)
|
|||
Customer inducements
|
(22,500
|
)
|
|
(19,205
|
)
|
|
(20,059
|
)
|
|||
Net proceeds from Iron Mountain Divestments (see Note 6)
|
—
|
|
|
30,654
|
|
|
29,236
|
|
|||
Proceeds from sales of property and equipment and other, net (including real estate)
|
2,272
|
|
|
7,977
|
|
|
9,337
|
|
|||
Cash Flows from Investing Activities-Continuing Operations
|
(456,646
|
)
|
|
(632,703
|
)
|
|
(599,448
|
)
|
|||
Cash Flows from Investing Activities-Discontinued Operations
|
—
|
|
|
96,712
|
|
|
—
|
|
|||
Cash Flows from Investing Activities
|
(456,646
|
)
|
|
(535,991
|
)
|
|
(599,448
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Repayment of revolving credit, term loan facilities, bridge facilities and other debt
|
(10,796,873
|
)
|
|
(14,851,440
|
)
|
|
(14,429,695
|
)
|
|||
Proceeds from revolving credit, term loan facilities, bridge facilities and other debt
|
10,925,709
|
|
|
14,544,388
|
|
|
13,917,055
|
|
|||
Early retirement of senior subordinated and senior notes
|
(814,728
|
)
|
|
—
|
|
|
(1,746,856
|
)
|
|||
Net proceeds from sales of senior notes
|
985,000
|
|
|
925,443
|
|
|
2,656,948
|
|
|||
Debt financing and equity contribution from noncontrolling interests
|
7,590
|
|
|
1,299
|
|
|
13,230
|
|
|||
Debt repayment and equity distribution to noncontrolling interests
|
(2,016
|
)
|
|
(1,765
|
)
|
|
(4,151
|
)
|
|||
Parent cash dividends
|
(406,508
|
)
|
|
(505,871
|
)
|
|
(439,999
|
)
|
|||
Net proceeds associated with the Equity Offering
|
—
|
|
|
—
|
|
|
516,462
|
|
|||
Net proceeds associated with the At The Market (ATM) Program
|
—
|
|
|
—
|
|
|
59,129
|
|
|||
Net proceeds (payments) associated with employee stock-based awards
|
7,149
|
|
|
31,922
|
|
|
13,095
|
|
|||
Excess tax (deficiency) benefits from employee stock-based awards
|
327
|
|
|
—
|
|
|
—
|
|
|||
Payment of debt financing and stock issuance costs
|
(14,161
|
)
|
|
(18,603
|
)
|
|
(14,793
|
)
|
|||
Cash Flows from Financing Activities-Continuing Operations
|
(108,511
|
)
|
|
125,373
|
|
|
540,425
|
|
|||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Flows from Financing Activities
|
(108,511
|
)
|
|
125,373
|
|
|
540,425
|
|
|||
Effect of Exchange Rates on Cash and Cash Equivalents
|
(8,015
|
)
|
|
(25,174
|
)
|
|
27,270
|
|
|||
(Decrease) Increase in Cash and Cash Equivalents
|
(31,412
|
)
|
|
108,103
|
|
|
689,215
|
|
|||
Cash and Cash Equivalents, including Restricted Cash, Beginning of Year
|
159,793
|
|
|
128,381
|
|
|
236,484
|
|
|||
Cash and Cash Equivalents, including Restricted Cash, End of Year
|
$
|
128,381
|
|
|
$
|
236,484
|
|
|
$
|
925,699
|
|
Supplemental Information:
|
|
|
|
|
|
|
|
|
|||
Cash Paid for Interest
|
$
|
259,815
|
|
|
$
|
297,122
|
|
|
$
|
368,468
|
|
Cash Paid for Income Taxes, Net
|
$
|
42,440
|
|
|
$
|
69,866
|
|
|
$
|
104,498
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital Leases
|
$
|
50,083
|
|
|
$
|
74,881
|
|
|
$
|
166,843
|
|
Accrued Capital Expenditures
|
$
|
51,846
|
|
|
$
|
62,691
|
|
|
$
|
71,098
|
|
Accrued Purchase Price and Other Holdbacks (see Note 6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,093
|
|
Dividends Payable
|
$
|
5,950
|
|
|
$
|
5,625
|
|
|
$
|
172,102
|
|
Fair Value of Stock Issued for Recall Transaction (see Note 6)
|
$
|
—
|
|
|
$
|
1,835,026
|
|
|
$
|
—
|
|
Fair Value of Initial OSG Investment (see Note 14)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,000
|
|
Fair Value of Stock Issued for Fortrust Transaction (see Note 6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,014
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Total loss on foreign currency transactions
|
$
|
70,851
|
|
|
$
|
20,413
|
|
|
$
|
43,248
|
|
|
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,
|
||||||
|
2016
|
|
2017
|
||||
Land
|
$
|
260,059
|
|
|
$
|
314,897
|
|
Buildings and building improvements
|
1,702,448
|
|
|
2,039,902
|
|
||
Leasehold improvements
|
538,368
|
|
|
592,700
|
|
||
Racking
|
1,875,771
|
|
|
1,996,594
|
|
||
Warehouse equipment/vehicles
|
395,595
|
|
|
467,345
|
|
||
Furniture and fixtures
|
52,836
|
|
|
55,245
|
|
||
Computer hardware and software
|
588,980
|
|
|
627,571
|
|
||
Construction in progress
|
121,726
|
|
|
156,846
|
|
||
|
$
|
5,535,783
|
|
|
$
|
6,251,100
|
|
|
December 31,
|
||||||
|
2016
|
|
2017
|
||||
Asset Retirement Obligations, beginning of the year
|
$
|
13,997
|
|
|
$
|
25,488
|
|
Liabilities Assumed
|
10,678
|
|
|
1,990
|
|
||
Liabilities Incurred
|
687
|
|
|
433
|
|
||
Liabilities Settled
|
(1,106
|
)
|
|
(1,369
|
)
|
||
Accretion Expense
|
1,587
|
|
|
1,538
|
|
||
Foreign Currency Translation Adjustments
|
(355
|
)
|
|
(323
|
)
|
||
Asset Retirement Obligations, end of the year
|
$
|
25,488
|
|
|
$
|
27,757
|
|
|
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)
|
349,421
|
|
|
Northern and Eastern Europe(5)
|
136,431
|
|
|
Latin America(5)
|
147,782
|
|
|
Australia and New Zealand(5)
|
274,981
|
|
|
Southeast Asia(5)
|
162,351
|
|
|
Africa and India(5)
|
21,532
|
|
|
Total
|
$
|
3,905,021
|
|
|
Carrying Value
as of December 31, 2017 |
||
North American Records and Information Management(1)
|
$
|
2,269,446
|
|
North American Data Management(2)
|
497,851
|
|
|
Consumer Storage(3)
|
—
|
|
|
Fine Arts(3)
|
25,298
|
|
|
Entertainment Services(3)
|
34,750
|
|
|
Western Europe(4)
|
396,489
|
|
|
NEE and MEAI(5)(6)
|
188,265
|
|
|
Latin America(5)
|
155,115
|
|
|
Australia and New Zealand(5)
|
316,883
|
|
|
Asia(5)(7)
|
186,170
|
|
|
Global Data Center(8)
|
—
|
|
|
Total
|
$
|
4,070,267
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Global Data Center Business
|
|
Corporate and Other Business
|
|
Total
Consolidated |
||||||||||||||
Gross Balance as of December 31, 2015
|
$
|
1,620,425
|
|
|
$
|
411,882
|
|
|
$
|
381,149
|
|
|
$
|
225,626
|
|
|
$
|
—
|
|
|
$
|
37,910
|
|
|
$
|
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(1)
|
(3,332
|
)
|
|
—
|
|
|
—
|
|
|
(40,089
|
)
|
|
—
|
|
|
—
|
|
|
(43,421
|
)
|
|||||||
Fair value and other adjustments(2)
|
(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
|
|
|
547,719
|
|
|
405,571
|
|
|
743,126
|
|
|
—
|
|
|
37,646
|
|
|
4,219,868
|
|
|||||||
Deductible goodwill acquired during the year
|
894
|
|
|
—
|
|
|
—
|
|
|
9,274
|
|
|
—
|
|
|
717
|
|
|
10,885
|
|
|||||||
Non-deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
24,970
|
|
|
—
|
|
|
24,533
|
|
|
49,503
|
|
|||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,011
|
)
|
|
(3,011
|
)
|
|||||||
Goodwill allocated to Russia and Ukraine Divestment(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,515
|
)
|
|
—
|
|
|
—
|
|
|
(3,515
|
)
|
|||||||
Fair value and other adjustments(4)
|
(25,195
|
)
|
|
208
|
|
|
10,536
|
|
|
21,079
|
|
|
—
|
|
|
—
|
|
|
6,628
|
|
|||||||
Currency effects
|
13,324
|
|
|
3,799
|
|
|
37,430
|
|
|
51,787
|
|
|
—
|
|
|
163
|
|
|
106,503
|
|
|||||||
Gross Balance as of December 31, 2017
|
$
|
2,474,829
|
|
|
$
|
551,726
|
|
|
$
|
453,537
|
|
|
$
|
846,721
|
|
|
$
|
—
|
|
|
$
|
60,048
|
|
|
$
|
4,386,861
|
|
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
|
|
|||||||
Currency effects
|
488
|
|
|
122
|
|
|
898
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
1,747
|
|
|||||||
Accumulated Amortization Balance as of December 31, 2017
|
$
|
205,383
|
|
|
$
|
53,875
|
|
|
$
|
57,048
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316,594
|
|
Net Balance as of December 31, 2016
|
$
|
2,280,911
|
|
|
$
|
493,966
|
|
|
$
|
349,421
|
|
|
$
|
743,077
|
|
|
$
|
—
|
|
|
$
|
37,646
|
|
|
$
|
3,905,021
|
|
Net Balance as of December 31, 2017
|
$
|
2,269,446
|
|
|
$
|
497,851
|
|
|
$
|
396,489
|
|
|
$
|
846,433
|
|
|
$
|
—
|
|
|
$
|
60,048
|
|
|
$
|
4,070,267
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2016
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,409
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2017
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
(1)
|
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.
|
(2)
|
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.
|
(3)
|
Goodwill allocated to the Russia and Ukraine Divestment.
|
(4)
|
Total fair value and other adjustments primarily include net adjustments of
$6,628
primarily related to property, plant and equipment, and customer relationship intangible assets (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting).
|
|
December 31, 2016
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Customer relationships and Customer Inducements
|
$
|
1,604,020
|
|
|
$
|
(351,497
|
)
|
|
$
|
1,252,523
|
|
|
$
|
1,863,449
|
|
|
$
|
(462,902
|
)
|
|
$
|
1,400,547
|
|
Other finite-lived intangible assets (included in other assets, net)
|
24,788
|
|
|
(7,989
|
)
|
|
16,799
|
|
|
20,929
|
|
|
(10,728
|
)
|
|
10,201
|
|
||||||
Total
|
$
|
1,628,808
|
|
|
$
|
(359,486
|
)
|
|
$
|
1,269,322
|
|
|
$
|
1,884,378
|
|
|
$
|
(473,630
|
)
|
|
$
|
1,410,748
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Customer relationships and Customer Inducements:
|
|
|
|
|
|
|
|
|
|
|||
Amortization expense included in depreciation and amortization
|
|
$
|
43,614
|
|
|
$
|
84,349
|
|
|
$
|
115,387
|
|
Revenue reduction associated with amortization of Permanent Withdrawal Fees
|
|
11,670
|
|
|
12,217
|
|
|
11,253
|
|
|||
Other finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|||
Amortization expense included in depreciation and amortization
|
|
631
|
|
|
2,451
|
|
|
706
|
|
|
Estimated Amortization of
Deferred Financing Costs
|
||
2018
|
$
|
13,853
|
|
2019
|
13,614
|
|
|
2020
|
13,466
|
|
|
2021
|
12,334
|
|
|
2022
|
10,306
|
|
|
Thereafter
|
22,667
|
|
|
December 31,
|
||||||
|
2016
|
|
2017
|
||||
Interest
|
$
|
76,615
|
|
|
$
|
71,176
|
|
Payroll and vacation
|
68,067
|
|
|
67,379
|
|
||
Incentive compensation
|
70,117
|
|
|
72,006
|
|
||
Dividend
|
5,625
|
|
|
172,102
|
|
||
Other
|
229,833
|
|
|
270,483
|
|
||
Accrued expenses
|
$
|
450,257
|
|
|
$
|
653,146
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
220
|
|
|
$
|
110
|
|
|
$
|
108
|
|
Selling, general and administrative expenses
|
27,365
|
|
|
28,866
|
|
|
29,911
|
|
|||
Total stock-based compensation
|
$
|
27,585
|
|
|
$
|
28,976
|
|
|
$
|
30,019
|
|
|
December 31, 2017
|
||||
|
Stock Options Outstanding
|
|
% of
Stock Options Outstanding |
||
Three-year vesting period (10 year contractual life)
|
3,285,529
|
|
|
89.5
|
%
|
Five-year vesting period (10 year contractual life)
|
386,211
|
|
|
10.5
|
%
|
|
3,671,740
|
|
|
100.0
|
%
|
Weighted Average Assumptions
|
|
2015
|
|
2016
|
|
2017
|
|||
Expected volatility
|
|
28.4
|
%
|
|
27.2
|
%
|
|
25.7
|
%
|
Risk-free interest rate
|
|
1.70
|
%
|
|
1.32
|
%
|
|
1.96
|
%
|
Expected dividend yield
|
|
5
|
%
|
|
7
|
%
|
|
6
|
%
|
Expected life
|
|
5.4 years
|
|
|
5.6 years
|
|
|
5.0 years
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Aggregate intrinsic value of stock options exercised
|
$
|
9,056
|
|
|
$
|
18,298
|
|
|
$
|
8,485
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Cash dividends accrued on RSUs
|
$
|
2,508
|
|
|
$
|
2,525
|
|
|
$
|
2,590
|
|
Cash dividends paid on RSUs
|
2,927
|
|
|
2,363
|
|
|
2,370
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Fair value of RSUs vested
|
$
|
24,345
|
|
|
$
|
22,236
|
|
|
$
|
19,825
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Cash dividends accrued on PUs
|
$
|
874
|
|
|
$
|
1,078
|
|
|
$
|
1,290
|
|
Cash dividends paid on PUs
|
1,015
|
|
|
645
|
|
|
205
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Fair value of earned PUs that vested
|
$
|
2,107
|
|
|
$
|
5,748
|
|
|
$
|
1,242
|
|
|
Original
PU Awards |
|
PU Adjustment(1)
|
|
Total
PU Awards |
|
Weighted-
Average Grant-Date Fair Value |
|||||
Non-vested at December 31, 2016
|
559,340
|
|
|
(121,038
|
)
|
|
438,302
|
|
|
$
|
33.67
|
|
Granted
|
229,692
|
|
|
—
|
|
|
229,692
|
|
|
41.93
|
|
|
Vested
|
(42,484
|
)
|
|
—
|
|
|
(42,484
|
)
|
|
29.23
|
|
|
Forfeited/Performance or Market Conditions Not Achieved
|
(28,670
|
)
|
|
(129,029
|
)
|
|
(157,699
|
)
|
|
30.25
|
|
|
Non-vested at December 31, 2017
|
717,878
|
|
|
(250,067
|
)
|
|
467,811
|
|
|
$
|
39.28
|
|
(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,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Income (loss) from continuing operations
|
$
|
125,203
|
|
|
$
|
103,880
|
|
|
$
|
191,723
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
1,962
|
|
|
2,409
|
|
|
1,611
|
|
|||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
$
|
123,241
|
|
|
$
|
101,471
|
|
|
$
|
190,112
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
3,353
|
|
|
$
|
(6,291
|
)
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
$
|
183,821
|
|
|
|
|
|
|
|
||||||
Weighted-average shares—basic
|
210,764,000
|
|
|
246,178,000
|
|
|
265,898,000
|
|
|||
Effect of dilutive potential stock options
|
834,659
|
|
|
574,954
|
|
|
431,071
|
|
|||
Effect of dilutive potential RSUs and PUs
|
519,426
|
|
|
514,044
|
|
|
509,235
|
|
|||
Effect of Over-Allotment Option(1)
|
—
|
|
|
—
|
|
|
6,278
|
|
|||
Weighted-average shares—diluted
|
212,118,085
|
|
|
247,266,998
|
|
|
266,844,584
|
|
|||
|
|
|
|
|
|
||||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.01
|
|
|
(0.02
|
)
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(2)
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
||||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.01
|
|
|
(0.02
|
)
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(2)
|
$
|
0.58
|
|
|
$
|
0.42
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
1,435,297
|
|
|
1,790,362
|
|
|
2,326,344
|
|
(1)
|
See Note 13.
|
(2)
|
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 |
||||||||||||
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
|
|
||||||
2017
|
|
44,290
|
|
|
38,966
|
|
|
14,826
|
|
|
1,905
|
|
|
(53,339
|
)
|
|
46,648
|
|
(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, 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)
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2017 Using
|
||||||||||||
Description
|
Total Carrying
Value at December 31, 2017 |
|
Quoted prices
in active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Money Market Funds(1)
|
$
|
585,000
|
|
|
$
|
—
|
|
|
$
|
585,000
|
|
|
$
|
—
|
|
Time Deposits(1)
|
24,482
|
|
|
$
|
—
|
|
|
24,482
|
|
|
—
|
|
|||
Trading Securities
|
11,784
|
|
|
11,279
|
|
(2)
|
505
|
|
(3)
|
—
|
|
||||
Derivative Assets(4)
|
1,579
|
|
|
—
|
|
|
1,579
|
|
|
—
|
|
||||
Derivative Liabilities(4)
|
2,329
|
|
|
—
|
|
|
2,329
|
|
|
—
|
|
(1)
|
Money market funds and time deposits are measured based on quoted prices for similar assets and/or subsequent transactions.
|
(2)
|
Certain trading securities are measured at fair value using quoted market prices.
|
(3)
|
Certain trading securities are measured based on inputs other than quoted market prices that are observable.
|
(4)
|
Derivative assets and liabilities relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge certain of our foreign exchange intercompany exposures, as more fully disclosed at Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets.
|
|
Foreign Currency
Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Total
|
||||||
Balance as of December 31, 2014
|
$
|
(76,010
|
)
|
|
$
|
979
|
|
|
$
|
(75,031
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(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 adjustment
|
(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
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment(1)
|
108,584
|
|
|
—
|
|
|
108,584
|
|
|||
Market value adjustments for securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
108,584
|
|
|
—
|
|
|
108,584
|
|
|||
Balance as of December 31, 2017
|
$
|
(103,989
|
)
|
|
$
|
—
|
|
|
$
|
(103,989
|
)
|
(1)
|
During the year ended December 31, 2017, approximately
$29,100
of cumulative translation adjustment associated with our businesses in Russia and Ukraine was reclassified from accumulated other comprehensive items, net and was included in the gain on sale associated with the Russia and Ukraine Divestment (see Note 14).
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Foreign currency transaction losses, net
|
$
|
70,851
|
|
|
$
|
20,413
|
|
|
$
|
43,248
|
|
Debt extinguishment expense, net
|
27,305
|
|
|
9,283
|
|
|
78,368
|
|
|||
Other, net
|
434
|
|
|
14,604
|
|
|
(42,187
|
)
|
|||
|
$
|
98,590
|
|
|
$
|
44,300
|
|
|
$
|
79,429
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Net payments (receipts)
|
$
|
22,705
|
|
|
$
|
—
|
|
|
$
|
(9,073
|
)
|
|
|
|
|
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
|
|
2015
|
|
2016
|
|
2017
|
||||||
Foreign exchange contracts
|
|
Other expense (income), net
|
|
$
|
20,294
|
|
|
$
|
—
|
|
|
$
|
(8,292
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Foreign exchange gains (losses)
|
$
|
3,284
|
|
|
$
|
1,107
|
|
|
$
|
(15,015
|
)
|
|
|
December 31, 2016
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value |
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value |
||||||||||||||||
Former Revolving Credit Facility(1)
|
|
$
|
953,548
|
|
|
$
|
(7,530
|
)
|
|
$
|
946,018
|
|
|
$
|
953,548
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Former Term Loan(1)
|
|
234,375
|
|
|
—
|
|
|
234,375
|
|
|
234,375
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Revolving Credit Facility(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
466,593
|
|
|
(14,407
|
)
|
|
452,186
|
|
|
466,593
|
|
||||||||
Term Loan(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
243,750
|
|
|
—
|
|
|
243,750
|
|
|
243,750
|
|
||||||||
Australian Dollar Term Loan (the "AUD Term Loan")(2)
|
|
177,198
|
|
|
(3,774
|
)
|
|
173,424
|
|
|
178,923
|
|
|
|
187,504
|
|
|
(3,382
|
)
|
|
184,122
|
|
|
189,049
|
|
||||||||
6% Senior Notes due 2020 (the "6% Notes due 2020")(3)(4)(5)
|
|
1,000,000
|
|
|
(12,730
|
)
|
|
987,270
|
|
|
1,052,500
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
4
3
/
8
% Senior Notes due 2021 (the "4
3
/
8
% Notes")(3)(4)(5)
|
|
500,000
|
|
|
(7,593
|
)
|
|
492,407
|
|
|
511,250
|
|
|
|
500,000
|
|
|
(5,874
|
)
|
|
494,126
|
|
|
507,500
|
|
||||||||
6
1
/
8
% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3)(6)
|
|
148,792
|
|
|
(1,635
|
)
|
|
147,157
|
|
|
155,860
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
6
1
/
8
% GBP Senior Notes due 2022 (the "GBP Notes due 2022")(3)(5)(7)
|
|
493,648
|
|
|
(6,214
|
)
|
|
487,434
|
|
|
527,562
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
6% Senior Notes due 2023 (the "6% Notes due 2023")(3)(4)
|
|
600,000
|
|
|
(7,322
|
)
|
|
592,678
|
|
|
637,500
|
|
|
|
600,000
|
|
|
(6,224
|
)
|
|
593,776
|
|
|
625,500
|
|
||||||||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(3)(5)(6)
|
|
185,990
|
|
|
(3,498
|
)
|
|
182,492
|
|
|
188,780
|
|
|
|
199,171
|
|
|
(3,295
|
)
|
|
195,876
|
|
|
208,631
|
|
||||||||
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")(3)(4)
|
|
1,000,000
|
|
|
(10,529
|
)
|
|
989,471
|
|
|
1,027,500
|
|
|
|
1,000,000
|
|
|
(9,156
|
)
|
|
990,844
|
|
|
1,012,500
|
|
||||||||
3% Euro Senior Notes due 2025 (the "Euro Notes")(3)(4)(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
359,386
|
|
|
(4,691
|
)
|
|
354,695
|
|
|
364,776
|
|
||||||||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(3)(5)(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
539,702
|
|
|
(7,718
|
)
|
|
531,984
|
|
|
527,559
|
|
||||||||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")(3)(5)(9)
|
|
250,000
|
|
|
(4,044
|
)
|
|
245,956
|
|
|
242,500
|
|
|
|
250,000
|
|
|
(3,615
|
)
|
|
246,385
|
|
|
256,875
|
|
||||||||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")(3)(4)(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,000,000
|
|
|
(13,866
|
)
|
|
986,134
|
|
|
1,000,000
|
|
||||||||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")(3)(4)(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
825,000
|
|
|
(11,817
|
)
|
|
813,183
|
|
|
826,031
|
|
||||||||
Real Estate Mortgages, Capital Leases and Other(10)
|
|
478,565
|
|
|
(1,277
|
)
|
|
477,288
|
|
|
478,565
|
|
|
|
649,432
|
|
|
(566
|
)
|
|
648,866
|
|
|
649,432
|
|
||||||||
Accounts Receivable Securitization Program(11)
|
|
247,000
|
|
|
(384
|
)
|
|
246,616
|
|
|
247,000
|
|
|
|
258,973
|
|
|
(356
|
)
|
|
258,617
|
|
|
258,973
|
|
||||||||
Mortgage Securitization Program(12)
|
|
50,000
|
|
|
(1,405
|
)
|
|
48,595
|
|
|
50,000
|
|
|
|
50,000
|
|
|
(1,273
|
)
|
|
48,727
|
|
|
50,000
|
|
||||||||
Total Long-term Debt
|
|
6,319,116
|
|
|
(67,935
|
)
|
|
6,251,181
|
|
|
|
|
|
|
7,129,511
|
|
|
(86,240
|
)
|
|
7,043,271
|
|
|
|
|||||||||
Less Current Portion
|
|
(172,975
|
)
|
|
—
|
|
|
(172,975
|
)
|
|
|
|
|
|
(146,300
|
)
|
|
—
|
|
|
(146,300
|
)
|
|
|
|
||||||||
Long-term Debt, Net of Current Portion
|
|
$
|
6,146,141
|
|
|
$
|
(67,935
|
)
|
|
$
|
6,078,206
|
|
|
|
|
|
|
$
|
6,983,211
|
|
|
$
|
(86,240
|
)
|
|
$
|
6,896,971
|
|
|
|
|
(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 (as 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, 2016 and 2017, respectively.
|
(2)
|
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
and
$1,545
as of December 31, 2016 and 2017, respectively.
|
(3)
|
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,
2016
and
2017
, respectively.
|
(4)
|
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"), IM UK (as defined below), 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.
|
(5)
|
The 6% Notes due 2020, the 4
3
/
8
% Notes, the GBP Notes due 2022, the CAD Notes due 2023, the Euro Notes, the GBP Notes due 2025, the 5
3
/
8
% Notes, the 4
7
/
8
% Notes and the 5
1
/
4
% 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.
|
(6)
|
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.
|
(7)
|
IME was the direct obligor on the GBP Notes due 2022, which were 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.
|
(8)
|
Iron Mountain (UK) PLC ("IM UK") is the direct obligor on the GBP Notes due 2025, 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.
|
(9)
|
Iron Mountain US Holdings, Inc. ("IM US Holdings"), 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.
|
(10)
|
Includes (i) real estate mortgages of
$20,884
and
$20,183
as of December 31,
2016
and
2017
, respectively, which bear interest at approximately
4.4%
as of December 31, 2016 and
4.3%
as of December 31, 2017 and are payable in various installments through 2021, (ii) capital lease obligations of
$309,860
and
$436,285
as of December 31,
2016
and
2017
, respectively, which bear a weighted average interest rate of
4.6%
at December 31,
2016
and
4.9%
at December 31,
2017
, and (iii) other notes and other obligations, which were assumed by us as a result of certain acquisitions, of
$147,821
and
$192,964
as of December 31,
2016
and
2017
, respectively, and bear a weighted average interest rate of
12.6%
at December 31,
2016
and
11.2%
at December 31,
2017
, respectively. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
(11)
|
The Accounts Receivable Securitization Special Purpose Subsidiaries (as defined below) 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.
|
(12)
|
The Mortgage Securitization Special Purpose Subsidiary (as defined below) 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, 2016
|
|
December 31, 2017
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.7
|
|
|
5.0
|
|
|
Maximum allowable of 6.5(1)(2)
|
Net secured debt lease adjusted leverage ratio
|
2.7
|
|
|
1.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.2
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(3)(4)
|
Fixed charge coverage ratio
|
2.4
|
|
|
2.1
|
|
|
Minimum allowable of 1.5
|
(1)
|
Our maximum allowable net total lease adjusted leverage ratio under the Former Credit Agreement was
6.5
. The Former Credit Agreement also contained a provision which limited, in certain circumstances, our cash dividends in any four consecutive fiscal quarters to
95%
of Funds From Operations (as defined in the Former Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This former limitation only applied in certain circumstances, including where our net total lease adjusted leverage ratio exceeded
6.0
as measured as of the end of the most recently completed fiscal quarter (the “Dividend Limitation Leverage Condition”). The Credit Agreement does not contain a Dividend Limitation Leverage Condition. The maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is
6.5
.
|
(2)
|
The definition of the net total lease adjusted leverage ratio was modified in the Credit Agreement. The net total lease adjusted leverage ratio at December 31, 2017 was calculated as defined in the Credit Agreement, while the net total lease adjusted leverage ratio at December 31, 2016 was calculated as defined in the Former Credit Agreement. Had the net total lease adjusted leverage ratio at December 31, 2016 been calculated as defined in the Credit Agreement it would have been
5.4
.
|
(3)
|
The maximum allowable leverage ratio under our indenture for the 4
7
/
8
% Notes, the GBP Notes due 2025 and the 5
1
/
4
% Notes is
7.0
, while the maximum allowable leverage ratio under the indenture pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.
|
(4)
|
At December 31, 2017, a portion of the net proceeds from the 5
1
/
4
% Notes, together with a portion of the net proceeds of the Equity Offering, were used to temporarily repay approximately
$807,000
of outstanding indebtedness under our Revolving Credit Facility until the closing of the IODC Transaction, which occurred on January 10, 2018 (as described in Note 6). The bond leverage ratio at December 31, 2017 is calculated based on our outstanding indebtedness at this date, which reflects the temporary payment of the Revolving Credit Facility.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Commitment fees and letters of credit fees
|
$
|
3,743
|
|
|
$
|
3,533
|
|
|
$
|
4,091
|
|
•
|
4
3
/
8
% Notes:
$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;
|
•
|
6% Notes due 2023:
$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;
|
•
|
CAD Notes due 2023:
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;
|
•
|
5
3
/
4
% Notes:
$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;
|
•
|
Euro Notes:
300,000
Euro principal amount of senior notes maturing on January 15, 2025 and bearing interest at a rate of
3%
per annum, payable semi-annually in arrears on January 15 and July 15;
|
•
|
GBP Notes due 2025:
400,000
British pounds sterling principal amount of senior notes maturing on November 15, 2025 and bearing interest at a rate of
3
7
/
8
%
per annum, payable semi-annually in arrears on May 15 and November 15;
|
•
|
5
3
/
8
% Notes:
$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;
|
•
|
4
7
/
8
% Notes:
$1,000,000
principal amount of senior notes maturing on September 15, 2027 and bearing interest at a rate of 4
7
/
8
% per annum, payable semi-annually in arrears on March 15 and September 15; and
|
•
|
5
1
/
4
% Notes:
$825,000
principal amount of senior notes maturing on March 15, 2028 and bearing interest at a rate of 5
1
/
4
% per annum, payable semi-annually in arrears on March 15 and September 15.
|
Redemption Date
|
|
4
3
/
8
% Notes June 1,
|
|
6% Notes due 2023
August 15,
|
|
CAD Notes due 2023
September 15, |
|
5
3
/
4
% Notes
August 15,
|
|
Euro Notes
January 15,
|
|
GBP Notes
due 2025
November 15,
|
|
5
3
/
8
% Notes June 1,
|
|
4
7
/
8
% Notes
September 15, |
|
5
1
/
4
% Notes
March 15, |
|
|||||||||
2018
|
|
102.188
|
%
|
(1)
|
103.000
|
%
|
(1)
|
—
|
|
|
101.917
|
%
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2019
|
|
101.094
|
%
|
|
102.000
|
%
|
|
104.031
|
%
|
(1)
|
100.958
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2020
|
|
100.000
|
%
|
|
101.000
|
%
|
|
102.688
|
%
|
|
100.000
|
%
|
|
101.500
|
%
|
(1)
|
101.938
|
%
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2021
|
|
100.000
|
%
|
|
100.000
|
%
|
|
101.344
|
%
|
|
100.000
|
%
|
|
100.750
|
%
|
|
100.969
|
%
|
|
102.688
|
%
|
(1)
|
—
|
|
|
—
|
|
|
2022
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
101.792
|
%
|
|
102.438
|
%
|
(1)
|
102.625
|
%
|
(1)
|
2023
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.896
|
%
|
|
101.625
|
%
|
|
101.750
|
%
|
|
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.813
|
%
|
|
100.875
|
%
|
|
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
2026
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
100.000
|
%
|
|
2027
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
100.000
|
%
|
|
2028
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.000
|
%
|
|
(1)
|
Prior to this date, the relevant notes are redeemable, at our option, in whole or in part, at a specified redemption price or make-whole price, as the case may be.
|
Year
|
|
Amount(1)
|
||
2018
|
|
$
|
146,300
|
|
2019
|
|
129,194
|
|
|
2020
|
|
378,447
|
|
|
2021
|
|
568,486
|
|
|
2022
|
|
856,361
|
|
|
Thereafter
|
|
5,052,268
|
|
|
|
|
7,131,056
|
|
|
Net Discounts
|
|
(1,545
|
)
|
|
Net Deferred Financing Costs
|
|
(86,240
|
)
|
|
Total Long-term Debt (including current portion)
|
|
$
|
7,043,271
|
|
(1)
|
Amounts reflect temporary repayment of
$807,000
of borrowings under the Revolving Credit Facility from a portion of the net proceeds from the 5
1
/
4
% Notes and a portion of the net proceeds from the Equity Offering at December 31, 2017, pending their use to finance the purchase price of the IODC Transaction, which closed on January 10, 2018.
|
|
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
|
)
|
|
—
|
|
||||||
Prepaid expenses and other
|
—
|
|
|
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
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
2,433
|
|
|
$
|
634,317
|
|
|
$
|
383,675
|
|
|
$
|
(94,726
|
)
|
|
$
|
925,699
|
|
Accounts receivable
|
—
|
|
|
32,972
|
|
|
802,770
|
|
|
—
|
|
|
835,742
|
|
|||||
Intercompany receivable
|
332,293
|
|
|
149,731
|
|
|
—
|
|
|
(482,024
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
1,579
|
|
|
103,643
|
|
|
83,681
|
|
|
(29
|
)
|
|
188,874
|
|
|||||
Total Current Assets
|
336,305
|
|
|
920,663
|
|
|
1,270,126
|
|
|
(576,779
|
)
|
|
1,950,315
|
|
|||||
Property, Plant and Equipment, Net
|
316
|
|
|
2,030,875
|
|
|
1,386,488
|
|
|
—
|
|
|
3,417,679
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,578,995
|
|
|
—
|
|
|
—
|
|
|
(4,578,995
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,858,045
|
|
|
885,999
|
|
|
—
|
|
|
(2,744,044
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,577,310
|
|
|
1,492,957
|
|
|
—
|
|
|
4,070,267
|
|
|||||
Other
|
—
|
|
|
796,913
|
|
|
737,228
|
|
|
—
|
|
|
1,534,141
|
|
|||||
Total Other Assets, Net
|
6,437,040
|
|
|
4,260,222
|
|
|
2,230,185
|
|
|
(7,323,039
|
)
|
|
5,604,408
|
|
|||||
Total Assets
|
$
|
6,773,661
|
|
|
$
|
7,211,760
|
|
|
$
|
4,886,799
|
|
|
$
|
(7,899,818
|
)
|
|
$
|
10,972,402
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
482,024
|
|
|
$
|
(482,024
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
56,233
|
|
|
38,493
|
|
|
(94,726
|
)
|
|
—
|
|
|||||
Current Portion of Long-term Debt
|
—
|
|
|
54,247
|
|
|
92,082
|
|
|
(29
|
)
|
|
146,300
|
|
|||||
Total Other Current Liabilities
|
235,062
|
|
|
527,549
|
|
|
421,262
|
|
|
—
|
|
|
1,183,873
|
|
|||||
Long-term Debt, Net of Current Portion
|
4,232,759
|
|
|
758,166
|
|
|
1,906,046
|
|
|
—
|
|
|
6,896,971
|
|
|||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
4,578,995
|
|
|
—
|
|
|
(4,578,995
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
—
|
|
|
113,024
|
|
|
241,974
|
|
|
—
|
|
|
354,998
|
|
|||||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable Noncontrolling Interests (see Note 2.x.)
|
8,402
|
|
|
—
|
|
|
83,016
|
|
|
—
|
|
|
91,418
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
2,297,438
|
|
|
1,123,546
|
|
|
1,620,498
|
|
|
(2,744,044
|
)
|
|
2,297,438
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,404
|
|
|
—
|
|
|
1,404
|
|
|||||
Total Equity
|
2,297,438
|
|
|
1,123,546
|
|
|
1,621,902
|
|
|
(2,744,044
|
)
|
|
2,298,842
|
|
|||||
Total Liabilities and Equity
|
$
|
6,773,661
|
|
|
$
|
7,211,760
|
|
|
$
|
4,886,799
|
|
|
$
|
(7,899,818
|
)
|
|
$
|
10,972,402
|
|
(1)
|
Included within Cash and Cash Equivalents at December 31, 2017 is approximately
$38,400
and
$62,000
of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 4 for more information on our Cash Pools.
|
|
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 (Benefit) Provision 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 Adjustment
|
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 Adjustment
|
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, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
—
|
|
|
$
|
1,437,466
|
|
|
$
|
940,091
|
|
|
$
|
—
|
|
|
$
|
2,377,557
|
|
Service
|
—
|
|
|
863,623
|
|
|
604,398
|
|
|
—
|
|
|
1,468,021
|
|
|||||
Intercompany revenues
|
—
|
|
|
4,577
|
|
|
24,613
|
|
|
(29,190
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
2,305,666
|
|
|
1,569,102
|
|
|
(29,190
|
)
|
|
3,845,578
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
925,385
|
|
|
759,933
|
|
|
—
|
|
|
1,685,318
|
|
|||||
Intercompany cost of sales
|
—
|
|
|
24,613
|
|
|
4,577
|
|
|
(29,190
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
161
|
|
|
654,213
|
|
|
330,591
|
|
|
—
|
|
|
984,965
|
|
|||||
Depreciation and amortization
|
167
|
|
|
309,883
|
|
|
212,326
|
|
|
—
|
|
|
522,376
|
|
|||||
Intangible impairments
|
—
|
|
|
3,011
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(999
|
)
|
|
1,798
|
|
|
—
|
|
|
799
|
|
|||||
Total Operating Expenses
|
328
|
|
|
1,916,106
|
|
|
1,309,225
|
|
|
(29,190
|
)
|
|
3,196,469
|
|
|||||
Operating (Loss) Income
|
(328
|
)
|
|
389,560
|
|
|
259,877
|
|
|
—
|
|
|
649,109
|
|
|||||
Interest Expense (Income), Net
|
163,541
|
|
|
6,996
|
|
|
183,038
|
|
|
—
|
|
|
353,575
|
|
|||||
Other Expense (Income), Net
|
47,176
|
|
|
9,112
|
|
|
23,141
|
|
|
—
|
|
|
79,429
|
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
(211,045
|
)
|
|
373,452
|
|
|
53,698
|
|
|
—
|
|
|
216,105
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
5,854
|
|
|
20,093
|
|
|
—
|
|
|
25,947
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
(1,565
|
)
|
|
—
|
|
|
(1,565
|
)
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(394,866
|
)
|
|
(25,385
|
)
|
|
—
|
|
|
420,251
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
183,821
|
|
|
392,983
|
|
|
35,170
|
|
|
(420,251
|
)
|
|
191,723
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(4,370
|
)
|
|
(1,921
|
)
|
|
—
|
|
|
(6,291
|
)
|
|||||
Net Income (Loss)
|
183,821
|
|
|
388,613
|
|
|
33,249
|
|
|
(420,251
|
)
|
|
185,432
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
1,611
|
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
183,821
|
|
|
$
|
388,613
|
|
|
$
|
31,638
|
|
|
$
|
(420,251
|
)
|
|
$
|
183,821
|
|
Net Income (Loss)
|
$
|
183,821
|
|
|
$
|
388,613
|
|
|
$
|
33,249
|
|
|
$
|
(420,251
|
)
|
|
$
|
185,432
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Translation Adjustment
|
(15,015
|
)
|
|
—
|
|
|
123,579
|
|
|
—
|
|
|
108,564
|
|
|||||
Equity in Other Comprehensive Income (Loss) of Subsidiaries
|
123,599
|
|
|
82,127
|
|
|
—
|
|
|
(205,726
|
)
|
|
—
|
|
|||||
Total Other Comprehensive Income (Loss)
|
108,584
|
|
|
82,127
|
|
|
123,579
|
|
|
(205,726
|
)
|
|
108,564
|
|
|||||
Comprehensive Income (Loss)
|
292,405
|
|
|
470,740
|
|
|
156,828
|
|
|
(625,977
|
)
|
|
293,996
|
|
|||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,591
|
|
|
—
|
|
|
1,591
|
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
292,405
|
|
|
$
|
470,740
|
|
|
$
|
155,237
|
|
|
$
|
(625,977
|
)
|
|
$
|
292,405
|
|
|
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
|
|
|
—
|
|
||||||
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
|
308,743
|
|
|
(16,033
|
)
|
|
(20,915
|
)
|
|
(124,042
|
)
|
|
(604,399
|
)
|
|
(456,646
|
)
|
||||||
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
|
(36,108
|
)
|
|
3,090
|
|
|
8,203
|
|
|
(6,597
|
)
|
|
—
|
|
|
(31,412
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
36,259
|
|
|
4,713
|
|
|
4,979
|
|
|
113,842
|
|
|
—
|
|
|
159,793
|
|
||||||
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
|
$
|
(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 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 and 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 and 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 (repayment to) financing from and equity (distribution to) contribution from 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
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities-Continuing Operations
|
$
|
(203,403
|
)
|
|
$
|
738,256
|
|
|
$
|
189,406
|
|
|
$
|
—
|
|
|
$
|
724,259
|
|
Cash Flows from Operating Activities-Discontinued Operations
|
—
|
|
|
(1,345
|
)
|
|
(1,946
|
)
|
|
—
|
|
|
(3,291
|
)
|
|||||
Cash Flows from Operating Activities
|
(203,403
|
)
|
|
736,911
|
|
|
187,460
|
|
|
—
|
|
|
720,968
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(235,996
|
)
|
|
(107,135
|
)
|
|
—
|
|
|
(343,131
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(96,946
|
)
|
|
(122,759
|
)
|
|
—
|
|
|
(219,705
|
)
|
|||||
Intercompany loans to subsidiaries
|
(990,635
|
)
|
|
(344,919
|
)
|
|
—
|
|
|
1,335,554
|
|
|
—
|
|
|||||
Investment in subsidiaries
|
(16,170
|
)
|
|
—
|
|
|
—
|
|
|
16,170
|
|
|
—
|
|
|||||
Acquisitions of customer relationships and customer inducements
|
—
|
|
|
(63,765
|
)
|
|
(11,420
|
)
|
|
—
|
|
|
(75,185
|
)
|
|||||
Net proceeds from Divestments (see Note 6)
|
—
|
|
|
—
|
|
|
29,236
|
|
|
—
|
|
|
29,236
|
|
|||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
12,963
|
|
|
(3,626
|
)
|
|
—
|
|
|
9,337
|
|
|||||
Cash Flows from Investing Activities-Continuing Operations
|
(1,006,805
|
)
|
|
(728,663
|
)
|
|
(215,704
|
)
|
|
1,351,724
|
|
|
(599,448
|
)
|
|||||
Cash Flows from Investing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Investing Activities
|
(1,006,805
|
)
|
|
(728,663
|
)
|
|
(215,704
|
)
|
|
1,351,724
|
|
|
(599,448
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit, term loan facilities and other debt
|
(262,579
|
)
|
|
(8,077,553
|
)
|
|
(6,089,563
|
)
|
|
—
|
|
|
(14,429,695
|
)
|
|||||
Proceeds from revolving credit, term loan facilities and other debt
|
224,660
|
|
|
7,650,617
|
|
|
6,041,778
|
|
|
—
|
|
|
13,917,055
|
|
|||||
Early retirement of senior subordinated and senior notes
|
(1,031,554
|
)
|
|
—
|
|
|
(715,302
|
)
|
|
—
|
|
|
(1,746,856
|
)
|
|||||
Net proceeds from sales of senior notes
|
2,134,870
|
|
|
—
|
|
|
522,078
|
|
|
—
|
|
|
2,656,948
|
|
|||||
Debit balances (payments) under cash pools
|
—
|
|
|
56,233
|
|
|
38,493
|
|
|
(94,726
|
)
|
|
—
|
|
|||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
—
|
|
|
9,079
|
|
|
—
|
|
|
9,079
|
|
|||||
Intercompany loans from parent
|
—
|
|
|
982,783
|
|
|
352,771
|
|
|
(1,335,554
|
)
|
|
—
|
|
|||||
Equity contribution from parent
|
—
|
|
|
—
|
|
|
16,170
|
|
|
(16,170
|
)
|
|
—
|
|
|||||
Parent cash dividends
|
(439,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(439,999
|
)
|
|||||
Net proceeds associated with the Equity Offering
|
516,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516,462
|
|
|||||
Net proceeds associated with the At The Market (ATM) Program
|
59,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,129
|
|
|||||
Net proceeds (payments) associated with employee stock-based awards
|
13,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,095
|
|
|||||
Payment of debt financing and stock issuance costs
|
(3,848
|
)
|
|
(9,391
|
)
|
|
(1,554
|
)
|
|
—
|
|
|
(14,793
|
)
|
|||||
Cash Flows from Financing Activities-Continuing Operations
|
1,210,236
|
|
|
602,689
|
|
|
173,950
|
|
|
(1,446,450
|
)
|
|
540,425
|
|
|||||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
1,210,236
|
|
|
602,689
|
|
|
173,950
|
|
|
(1,446,450
|
)
|
|
540,425
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
27,270
|
|
|
—
|
|
|
27,270
|
|
|||||
Increase (Decrease) in cash and cash equivalents
|
28
|
|
|
610,937
|
|
|
172,976
|
|
|
(94,726
|
)
|
|
689,215
|
|
|||||
Cash and cash equivalents, beginning of year
|
2,405
|
|
|
23,380
|
|
|
210,699
|
|
|
—
|
|
|
236,484
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
2,433
|
|
|
$
|
634,317
|
|
|
$
|
383,675
|
|
|
$
|
(94,726
|
)
|
|
$
|
925,699
|
|
•
|
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
|
|
|
||||||||||||||
|
|
2015
|
|
Recall
|
|
Other Fiscal Year 2016 Acquisitions
|
|
Total
|
|
2017
|
||||||||||
Cash Paid (gross of cash acquired)(1)
|
|
$
|
111,907
|
|
|
$
|
331,834
|
|
|
$
|
37,350
|
|
|
$
|
369,184
|
|
|
$
|
234,314
|
|
Accrued Purchase Price and Other Holdbacks(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,093
|
|
|||||
Fair Value of Common Stock Issued
|
|
—
|
|
|
1,835,026
|
|
|
—
|
|
|
1,835,026
|
|
|
83,014
|
|
|||||
Fair Value of Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
3,506
|
|
|
3,506
|
|
|
1,507
|
|
|||||
Total Consideration
|
|
111,907
|
|
|
2,166,860
|
|
|
40,856
|
|
|
2,207,716
|
|
|
338,928
|
|
|||||
Fair Value of Identifiable Assets Acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
2,041
|
|
|
76,461
|
|
|
576
|
|
|
77,037
|
|
|
14,746
|
|
|||||
Accounts Receivable and Prepaid Expenses
|
|
10,629
|
|
|
176,775
|
|
|
2,703
|
|
|
179,478
|
|
|
19,309
|
|
|||||
Fair Value of Recall Divestments(3)
|
|
—
|
|
|
121,689
|
|
|
—
|
|
|
121,689
|
|
|
—
|
|
|||||
Other Assets
|
|
7,032
|
|
|
57,563
|
|
|
541
|
|
|
58,104
|
|
|
5,070
|
|
|||||
Property, Plant and Equipment(4)
|
|
43,505
|
|
|
622,063
|
|
|
10,963
|
|
|
633,026
|
|
|
150,878
|
|
|||||
Customer Relationship Intangible Assets & Acquired in Place Lease Value (5)
|
|
34,988
|
|
|
709,139
|
|
|
20,842
|
|
|
729,981
|
|
|
122,328
|
|
|||||
Other Intangible Assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,487
|
|
|||||
Debt Assumed
|
|
—
|
|
|
(792,385
|
)
|
|
—
|
|
|
(792,385
|
)
|
|
(5,287
|
)
|
|||||
Accounts Payable, Accrued Expenses and Other Liabilities
|
|
(20,729
|
)
|
|
(276,814
|
)
|
|
(11,504
|
)
|
|
(288,318
|
)
|
|
(24,869
|
)
|
|||||
Deferred Income Taxes
|
|
(6,078
|
)
|
|
(164,074
|
)
|
|
(2,985
|
)
|
|
(167,059
|
)
|
|
(18,122
|
)
|
|||||
Total Fair Value of Identifiable Net Assets Acquired
|
|
71,388
|
|
|
530,417
|
|
|
21,136
|
|
|
551,553
|
|
|
278,540
|
|
|||||
Goodwill Initially Recorded(6)
|
|
$
|
40,519
|
|
|
$
|
1,636,443
|
|
|
$
|
19,720
|
|
|
$
|
1,656,163
|
|
|
$
|
60,388
|
|
(1)
|
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. Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the year ended December 31, 2017 is net cash acquired of
$14,746
and contingent and other payments, net of
$137
related to acquisitions made in years prior to 2017.
|
(2)
|
Represents
$16,771
purchase price accrued for the Santa Fe China Transaction and
$3,322
of holdbacks of purchase price for other 2017 acquisitions.
|
(3)
|
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.
|
(4)
|
Consists primarily of buildings, building improvements, leasehold improvements, racking structures, warehouse equipment and computer hardware and software.
|
(5)
|
The weighted average lives of customer relationship intangible assets associated with acquisitions in
2015
,
2016
and
2017
was
16
years,
13
years and
12
years, respectively.
|
(6)
|
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,
|
||||||
|
2016
|
|
2017
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Accrued liabilities
|
$
|
30,901
|
|
|
$
|
17,565
|
|
Deferred rent
|
2,930
|
|
|
1,337
|
|
||
Net operating loss carryforwards
|
98,879
|
|
|
105,026
|
|
||
Federal benefit of unrecognized tax benefits
|
12,036
|
|
|
3,051
|
|
||
Foreign deferred tax assets and other adjustments
|
20,131
|
|
|
20,029
|
|
||
Valuation allowance
|
(71,359
|
)
|
|
(61,756
|
)
|
||
|
93,518
|
|
|
85,252
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Other assets, principally due to differences in amortization
|
(179,977
|
)
|
|
(168,028
|
)
|
||
Plant and equipment, principally due to differences in depreciation
|
(52,572
|
)
|
|
(61,530
|
)
|
||
|
(232,549
|
)
|
|
(229,558
|
)
|
||
Net deferred tax liability
|
$
|
(139,031
|
)
|
|
$
|
(144,306
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2017
|
||||
Noncurrent deferred tax assets (Included in Other, a component of Other Assets, net)
|
$
|
12,264
|
|
|
$
|
11,422
|
|
Noncurrent deferred tax liabilities
|
(151,295
|
)
|
|
(155,728
|
)
|
Year Ended December 31,
|
|
Balance at
Beginning of
the Year
|
|
Charged
(Credited) to
Expense
|
|
Other Increases/(Decreases)(1)
|
|
Balance at
End of
the Year
|
||||||||
2015
|
|
$
|
40,182
|
|
|
$
|
33,509
|
|
|
$
|
(13,682
|
)
|
|
$
|
60,009
|
|
2016
|
|
60,009
|
|
|
7,660
|
|
|
3,690
|
|
|
71,359
|
|
||||
2017
|
|
71,359
|
|
|
(4,317
|
)
|
|
(5,286
|
)
|
|
61,756
|
|
(1)
|
Other increases and decreases in valuation allowances are primarily related to changes in foreign currency exchange rates and disposal of certain foreign subsidiaries.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Federal—current
|
$
|
13,083
|
|
|
$
|
52,944
|
|
|
$
|
16,345
|
|
Federal—deferred
|
(9,579
|
)
|
|
(28,127
|
)
|
|
(12,655
|
)
|
|||
State—current
|
522
|
|
|
6,096
|
|
|
3,440
|
|
|||
State—deferred
|
158
|
|
|
(1,479
|
)
|
|
(1,276
|
)
|
|||
Foreign—current
|
31,581
|
|
|
36,272
|
|
|
42,532
|
|
|||
Foreign—deferred
|
1,948
|
|
|
(20,762
|
)
|
|
(22,439
|
)
|
|||
|
$
|
37,713
|
|
|
$
|
44,944
|
|
|
$
|
25,947
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Computed "expected" tax provision
|
$
|
56,723
|
|
|
$
|
51,325
|
|
|
$
|
75,637
|
|
Changes in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|||
Tax adjustment relating to REIT
|
(51,625
|
)
|
|
(18,526
|
)
|
|
(78,873
|
)
|
|||
Deferred tax adjustment and other taxes due to REIT conversion
|
(9,067
|
)
|
|
247
|
|
|
—
|
|
|||
State taxes (net of federal tax benefit)
|
2,017
|
|
|
3,796
|
|
|
2,692
|
|
|||
Increase (decrease) in valuation allowance (net operating losses)
|
33,509
|
|
|
7,660
|
|
|
(4,317
|
)
|
|||
Foreign repatriation
|
4,030
|
|
|
510
|
|
|
29,476
|
|
|||
U.S. Federal Rate Reduction
|
—
|
|
|
—
|
|
|
(4,685
|
)
|
|||
Reserve (reversal) accrual and audit settlements (net of federal tax benefit)
|
(2,874
|
)
|
|
1,898
|
|
|
(9,103
|
)
|
|||
Foreign tax rate differential
|
(8,915
|
)
|
|
(13,328
|
)
|
|
(11,949
|
)
|
|||
Disallowed foreign interest, Subpart F income, and other foreign taxes
|
18,022
|
|
|
7,773
|
|
|
29,325
|
|
|||
Other, net
|
(4,107
|
)
|
|
3,589
|
|
|
(2,256
|
)
|
|||
Provision (Benefit) for Income Taxes
|
$
|
37,713
|
|
|
$
|
44,944
|
|
|
$
|
25,947
|
|
Tax Years
|
|
Tax Jurisdiction
|
See Below
|
|
United States—Federal and State
|
2012 to present
|
|
Canada
|
2014 to present
|
|
United Kingdom
|
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
|
12,207
|
|
|
Gross reductions for tax positions of prior years(1)
|
(1,740
|
)
|
|
Lapses of statutes
|
(2,390
|
)
|
|
Settlements
|
—
|
|
|
Gross tax contingencies—December 31, 2016
|
$
|
59,466
|
|
Gross additions based on tax positions related to the current year
|
4,067
|
|
|
Gross additions for tax positions of prior years
|
3,368
|
|
|
Gross reductions for tax positions of prior years
|
(2,789
|
)
|
|
Lapses of statutes
|
(2,629
|
)
|
|
Settlements
|
(22,950
|
)
|
|
Gross tax contingencies—December 31, 2017
|
$
|
38,533
|
|
Quarter Ended
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
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
|
|
(1)
|
||||
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
|
|
|
||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
938,876
|
|
|
$
|
949,806
|
|
|
$
|
965,661
|
|
|
$
|
991,235
|
|
|
Operating income (loss)
|
|
147,755
|
|
|
170,194
|
|
|
176,756
|
|
|
154,405
|
|
|
||||
Income (loss) from continuing operations
|
|
58,844
|
|
|
83,148
|
|
|
25,382
|
|
|
24,349
|
|
|
||||
Total (loss) income from discontinued operations
|
|
(337
|
)
|
|
(2,026
|
)
|
|
(1,058
|
)
|
|
(2,870
|
)
|
|
||||
Net income (loss)
|
|
58,507
|
|
|
81,122
|
|
|
24,324
|
|
|
21,479
|
|
|
||||
Net income (loss) attributable to Iron Mountain Incorporated
|
|
58,125
|
|
|
78,630
|
|
|
24,345
|
|
|
22,721
|
|
(2)
|
||||
Earnings (losses) per Share-Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.22
|
|
|
0.31
|
|
|
0.10
|
|
|
0.09
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.22
|
|
|
0.30
|
|
|
0.09
|
|
|
0.08
|
|
|
||||
Earnings (losses) per Share-Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.22
|
|
|
0.30
|
|
|
0.10
|
|
|
0.09
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.22
|
|
|
0.30
|
|
|
0.09
|
|
|
0.08
|
|
|
(1)
|
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 (as described in 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; and related services offerings including our Iron Cloud solutions.
|
•
|
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 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 Cyprus, the Czech Republic, Denmark, Finland, Greece, Hungary, Norway, Poland, Romania, Serbia, Slovakia, and Turkey; 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 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 and Macau), Hong Kong, India, Indonesia, Malaysia, the Philippines, Singapore, South Korea, Thailand and United Arab Emirates. Our African operations provide Records Management, Data Protection & Recovery, and Information Governance and Digital Solutions in South Africa.
|
•
|
Global Data Center Business—provides data center facilities to protect mission-critical assets and ensure the continued operation of our customers’ IT infrastructures, with secure and reliable colocation and wholesale options. As of December 31, 2017, we have data center operations in
five
markets in the United States including: Denver, Colorado; Kansas City, Missouri; Boston, Massachusetts; Boyers, Pennsylvania; and Manassas,Virginia.
|
•
|
Corporate and Other Business—primarily consists of the storage, safeguarding and electronic or physical delivery of physical media of all types and digital content repository systems to house, distribute, and archive key media assets, primarily for entertainment and media industry clients throughout the United States, Canada, France, Hong Kong, the Netherlands and the United Kingdom, as well as our fine art and consumer storage businesses, 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 IT, 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
|
|
Global Data Center Business
|
|
Corporate and
Other Business |
|
Total
Consolidated |
||||||||||||||
As of and for the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
1,775,365
|
|
|
$
|
377,305
|
|
|
$
|
397,513
|
|
|
$
|
421,360
|
|
|
$
|
19,065
|
|
|
$
|
17,368
|
|
|
$
|
3,007,976
|
|
Depreciation and Amortization
|
|
183,507
|
|
|
19,530
|
|
|
44,691
|
|
|
57,025
|
|
|
4,302
|
|
|
36,409
|
|
|
345,464
|
|
|||||||
Depreciation
|
|
163,647
|
|
|
19,100
|
|
|
38,710
|
|
|
39,439
|
|
|
4,102
|
|
|
36,221
|
|
|
301,219
|
|
|||||||
Amortization
|
|
19,860
|
|
|
430
|
|
|
5,981
|
|
|
17,586
|
|
|
200
|
|
|
188
|
|
|
44,245
|
|
|||||||
Adjusted EBITDA
|
|
714,639
|
|
|
203,237
|
|
|
120,649
|
|
|
87,341
|
|
|
1,860
|
|
|
(207,721
|
)
|
|
920,005
|
|
|||||||
Total Assets(1)
|
|
3,627,843
|
|
|
602,398
|
|
|
871,571
|
|
|
893,530
|
|
|
99,347
|
|
|
255,898
|
|
|
6,350,587
|
|
|||||||
Expenditures for Segment Assets
|
|
192,935
|
|
|
21,915
|
|
|
27,278
|
|
|
94,483
|
|
|
22,751
|
|
|
99,556
|
|
|
458,918
|
|
|||||||
Capital Expenditures
|
|
141,964
|
|
|
14,873
|
|
|
17,378
|
|
|
64,227
|
|
|
22,751
|
|
|
29,056
|
|
|
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
|
|
|
392,814
|
|
|
454,211
|
|
|
652,516
|
|
|
24,249
|
|
|
56,964
|
|
|
3,511,453
|
|
|||||||
Depreciation and Amortization
|
|
215,330
|
|
|
26,629
|
|
|
55,582
|
|
|
100,490
|
|
|
4,827
|
|
|
49,468
|
|
|
452,326
|
|
|||||||
Depreciation
|
|
186,467
|
|
|
20,666
|
|
|
42,613
|
|
|
67,310
|
|
|
4,610
|
|
|
43,860
|
|
|
365,526
|
|
|||||||
Amortization
|
|
28,863
|
|
|
5,963
|
|
|
12,969
|
|
|
33,180
|
|
|
217
|
|
|
5,608
|
|
|
86,800
|
|
|||||||
Adjusted EBITDA
|
|
775,717
|
|
|
224,522
|
|
|
137,506
|
|
|
169,042
|
|
|
6,212
|
|
|
(225,711
|
)
|
|
1,087,288
|
|
|||||||
Total Assets(1)
|
|
4,996,216
|
|
|
826,320
|
|
|
1,031,313
|
|
|
2,103,725
|
|
|
167,757
|
|
|
361,469
|
|
|
9,486,800
|
|
|||||||
Expenditures for Segment Assets
|
|
145,636
|
|
|
26,054
|
|
|
31,530
|
|
|
365,566
|
|
|
70,060
|
|
|
32,488
|
|
|
671,334
|
|
|||||||
Capital Expenditures
|
|
111,062
|
|
|
22,731
|
|
|
31,014
|
|
|
62,315
|
|
|
70,060
|
|
|
31,421
|
|
|
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
|
|
|||||||
As of and for the Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
2,050,346
|
|
|
401,640
|
|
|
501,742
|
|
|
784,855
|
|
|
37,694
|
|
|
69,301
|
|
|
3,845,578
|
|
|||||||
Depreciation and Amortization
|
|
240,524
|
|
|
34,759
|
|
|
64,689
|
|
|
118,764
|
|
|
10,224
|
|
|
53,416
|
|
|
522,376
|
|
|||||||
Depreciation
|
|
201,204
|
|
|
24,623
|
|
|
47,907
|
|
|
78,283
|
|
|
8,617
|
|
|
45,649
|
|
|
406,283
|
|
|||||||
Amortization
|
|
39,320
|
|
|
10,136
|
|
|
16,782
|
|
|
40,481
|
|
|
1,607
|
|
|
7,767
|
|
|
116,093
|
|
|||||||
Adjusted EBITDA
|
|
884,158
|
|
|
223,324
|
|
|
160,024
|
|
|
226,430
|
|
|
11,275
|
|
|
(245,015
|
)
|
|
1,260,196
|
|
|||||||
Total Assets(1)
|
|
5,050,240
|
|
|
839,539
|
|
|
923,814
|
|
|
2,388,777
|
|
|
382,198
|
|
|
1,387,834
|
|
|
10,972,402
|
|
|||||||
Expenditures for Segment Assets
|
|
205,531
|
|
|
31,279
|
|
|
21,909
|
|
|
166,001
|
|
|
86,543
|
|
|
126,758
|
|
|
638,021
|
|
|||||||
Capital Expenditures
|
|
134,785
|
|
|
31,279
|
|
|
19,838
|
|
|
76,664
|
|
|
32,015
|
|
|
48,550
|
|
|
343,131
|
|
|||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
6,624
|
|
|
—
|
|
|
—
|
|
|
80,345
|
|
|
54,528
|
|
|
78,208
|
|
|
219,705
|
|
|||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
64,122
|
|
|
—
|
|
|
2,071
|
|
|
8,992
|
|
|
—
|
|
|
—
|
|
|
75,185
|
|
(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,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Adjusted EBITDA
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
(Add)/Deduct:
|
|
|
|
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|||
Provision (Benefit) for Income Taxes
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|||
Other Expense, Net
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|||
Interest Expense, Net
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|||
Depreciation and Amortization
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|||
Intangible Impairments
|
—
|
|
|
—
|
|
|
3,011
|
|
|||
Recall Costs(1)
|
47,014
|
|
|
131,944
|
|
|
84,901
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
125,203
|
|
|
$
|
103,880
|
|
|
$
|
191,723
|
|
(1)
|
Represents operating expenditures associated with the Recall Transaction, including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions ("Recall Costs").
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
1,973,872
|
|
|
$
|
2,173,782
|
|
|
$
|
2,310,296
|
|
United Kingdom
|
250,123
|
|
|
237,032
|
|
|
246,373
|
|
|||
Canada
|
215,232
|
|
|
230,944
|
|
|
243,625
|
|
|||
Australia
|
64,969
|
|
|
148,175
|
|
|
157,333
|
|
|||
Other International
|
503,780
|
|
|
721,520
|
|
|
887,951
|
|
|||
Total Revenues
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
|
$
|
3,845,578
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
3,710,301
|
|
|
$
|
5,238,807
|
|
|
$
|
5,476,551
|
|
United Kingdom
|
434,461
|
|
|
400,937
|
|
|
529,233
|
|
|||
Canada
|
345,783
|
|
|
463,396
|
|
|
500,396
|
|
|||
Australia
|
102,247
|
|
|
542,055
|
|
|
470,432
|
|
|||
Other International
|
899,883
|
|
|
1,729,498
|
|
|
2,045,475
|
|
|||
Total Long-lived Assets
|
$
|
5,492,675
|
|
|
$
|
8,374,693
|
|
|
$
|
9,022,087
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Records Management(1)(2)
|
$
|
2,255,206
|
|
|
$
|
2,631,895
|
|
|
$
|
2,847,691
|
|
Data Management(1)(3)
|
490,196
|
|
|
525,086
|
|
|
574,251
|
|
|||
Information Destruction(1)(4)
|
243,509
|
|
|
330,223
|
|
|
385,942
|
|
|||
Data Center(5)
|
19,065
|
|
|
24,249
|
|
|
37,694
|
|
|||
Total Revenues
|
$
|
3,007,976
|
|
|
$
|
3,511,453
|
|
|
$
|
3,845,578
|
|
(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.
|
(5)
|
Previously included as part of Data Management. Prior periods presented have been restated to conform to the current year presentation.
|
Year
|
|
Operating Lease
Payments
|
|
Sublease
Income
|
|
Capital
Leases
|
||||||
2018
|
|
$
|
321,404
|
|
|
$
|
(7,482
|
)
|
|
$
|
74,392
|
|
2019
|
|
301,262
|
|
|
(6,069
|
)
|
|
64,944
|
|
|||
2020
|
|
273,062
|
|
|
(4,847
|
)
|
|
53,334
|
|
|||
2021
|
|
247,159
|
|
|
(4,612
|
)
|
|
47,042
|
|
|||
2022
|
|
229,072
|
|
|
(4,086
|
)
|
|
35,796
|
|
|||
Thereafter
|
|
1,231,304
|
|
|
(9,276
|
)
|
|
318,890
|
|
|||
Total minimum lease payments
|
|
$
|
2,603,263
|
|
|
$
|
(36,372
|
)
|
|
594,398
|
|
|
Less amounts representing interest
|
|
|
|
|
|
|
|
(158,113
|
)
|
|||
Present value of capital lease obligations
|
|
|
|
|
|
|
|
$
|
436,285
|
|
Year
|
|
Purchase
Commitments
|
||
2018
|
|
$
|
68,317
|
|
2019
|
|
19,033
|
|
|
2020
|
|
11,479
|
|
|
2021
|
|
6,943
|
|
|
2022
|
|
937
|
|
|
Thereafter
|
|
1,188
|
|
|
|
|
$
|
107,897
|
|
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
|
||
February 15, 2017
|
|
0.5500
|
|
|
March 15, 2017
|
|
145,235
|
|
|
April 3, 2017
|
||
May 24, 2017
|
|
0.5500
|
|
|
June 15, 2017
|
|
145,417
|
|
|
July 3, 2017
|
||
July 27, 2017
|
|
0.5500
|
|
|
September 15, 2017
|
|
146,772
|
|
|
October 2, 2017
|
||
October 24, 2017
|
|
0.5875
|
|
|
December 15, 2017
|
|
166,319
|
|
|
January 2, 2018
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2016
|
|
2017
|
|||
Nonqualified ordinary dividends
|
49.3
|
%
|
|
45.5
|
%
|
|
82.1
|
%
|
Qualified ordinary dividends
|
39.1
|
%
|
|
21.0
|
%
|
|
17.9
|
%
|
Return of capital
|
11.6
|
%
|
|
33.5
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||
Description
|
|
2016(1)
|
|
2017
|
||||
Total Revenues
|
|
$
|
13,047
|
|
|
$
|
—
|
|
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
|
|
4,105
|
|
|
(8,118
|
)
|
||
Provision (Benefit) for Income Taxes
|
|
752
|
|
|
(1,827
|
)
|
||
Income (Loss) from Discontinued Operations, Net of Tax
|
|
$
|
3,353
|
|
|
$
|
(6,291
|
)
|
(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,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
10,167
|
|
|
6,007
|
|
|
500
|
|
|||
Total
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
$
|
500
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2016
|
|
2017
|
||||||
North American Records and Information Management Business
|
$
|
5,403
|
|
|
$
|
2,329
|
|
|
$
|
275
|
|
North American Data Management Business
|
241
|
|
|
395
|
|
|
—
|
|
|||
Western European Business
|
1,537
|
|
|
204
|
|
|
—
|
|
|||
Other International Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Global Data Center Business
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
2,986
|
|
|
3,079
|
|
|
225
|
|
|||
Total
|
$
|
10,167
|
|
|
$
|
6,007
|
|
|
$
|
500
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
Cost of sales (excluding depreciation and amortization)
|
|
$
|
—
|
|
|
$
|
11,963
|
|
|
$
|
20,493
|
|
Selling, general and administrative expenses
|
|
47,014
|
|
|
119,981
|
|
|
64,408
|
|
|||
Total Recall Costs
|
|
$
|
47,014
|
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2016
|
|
2017
|
||||||
North American Records and Information Management Business
|
|
$
|
52
|
|
|
$
|
14,394
|
|
|
$
|
15,763
|
|
North American Data Management Business
|
|
—
|
|
|
2,581
|
|
|
2,099
|
|
|||
Western European Business
|
|
104
|
|
|
16,654
|
|
|
20,290
|
|
|||
Other International Business
|
|
31
|
|
|
18,361
|
|
|
9,570
|
|
|||
Global Data Center Business
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Other Business
|
|
46,827
|
|
|
79,954
|
|
|
37,179
|
|
|||
Total Recall Costs
|
|
$
|
47,014
|
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
Accrual for Recall Costs
|
||
Balance at December 31, 2016
|
$
|
4,914
|
|
Amounts accrued
|
27,181
|
|
|
Change in estimates(1)
|
(539
|
)
|
|
Payments
|
(19,044
|
)
|
|
Currency translation adjustments
|
110
|
|
|
Balance at December 31, 2017(2)
|
$
|
12,622
|
|
(1)
|
Includes adjustments made to amounts accrued in a prior period.
|
(2)
|
Accrued liabilities related to Recall Costs as of December 31, 2017 presented in the table above generally related to employee severance costs and onerous lease liabilities. We expect that the majority of these liabilities will be paid throughout 2018. Additional Recall Costs recorded in our Consolidated Statement of Operations for the year ended December 31, 2017 have either been settled in cash during the year ended December 31, 2017 or are included in our Consolidated Balance Sheet as of December 31, 2017 as a component of accounts payable.
|
Gross Amount of Real Estate Assets, As Reported on Schedule III
|
|
$
|
2,707,925
|
|
|
|
|
||
Add Reconciling Items:
|
|
|
||
Book value of racking included in leased facilities(1)
|
|
1,274,097
|
|
|
Book value of capital leases(2)
|
|
400,221
|
|
|
Book value of construction in progress(3)
|
|
125,996
|
|
|
Total Reconciling Items
|
|
1,800,314
|
|
|
Gross Amount of Real Estate Assets, As Disclosed in Note 2.f.
|
|
$
|
4,508,239
|
|
(1)
|
Represents the gross book value of racking installed in our
1,131
leased facilities, which is included in historical book value of racking in Note 2.f., but excluded from Schedule III.
|
Accumulated Depreciation of Real Estate Assets, As Reported on Schedule III
|
$
|
909,092
|
|
Add Reconciling Items:
|
|
||
Accumulated Depreciation - non-real estate assets(1)
|
1,183,604
|
|
|
Accumulated Depreciation - racking in leased facilities(2)
|
652,764
|
|
|
Accumulated Depreciation - capital leases(3)
|
87,961
|
|
|
Total Reconciling Items
|
1,924,329
|
|
|
Accumulated Depreciation, As Reported on Consolidated Balance Sheet
|
$
|
2,833,421
|
|
(1)
|
Represents the accumulated depreciation of non-real estate assets that is included in the total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III as the assets to which this accumulated depreciation relates are not considered real estate assets associated with owned buildings.
|
(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)(7)(8)
|
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
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
|
|
|
$
|
879
|
|
|
$
|
2,201
|
|
|
$
|
958
|
|
|
2001
|
|
Up to 40 years
|
1420 North Fiesta Blvd, Gilbert, Arizona
|
|
1
|
|
|
—
|
|
|
1,637
|
|
|
2,612
|
|
|
4,249
|
|
|
1,585
|
|
|
2001
|
|
Up to 40 years
|
|||||
2955 S. 18th Place, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
12,178
|
|
|
2,667
|
|
|
14,845
|
|
|
4,088
|
|
|
2007
|
|
Up to 40 years
|
|||||
4449 South 36th St, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
7,305
|
|
|
891
|
|
|
8,196
|
|
|
4,505
|
|
|
2012
|
|
Up to 40 years
|
|||||
3381 East Global Loop, Tucson, Arizona
|
|
1
|
|
|
—
|
|
|
1,622
|
|
|
4,237
|
|
|
5,859
|
|
|
2,450
|
|
|
2000
|
|
Up to 40 years
|
|||||
200 Madrone Way, Felton, California
|
|
1
|
|
|
—
|
|
|
760
|
|
|
(60
|
)
|
|
700
|
|
|
343
|
|
|
1997
|
|
Up to 40 years
|
|||||
13379 Jurupa Ave, Fontana, California
|
|
1
|
|
|
—
|
|
|
10,472
|
|
|
8,426
|
|
|
18,898
|
|
|
8,557
|
|
|
2002
|
|
Up to 40 years
|
|||||
600 Burning Tree Rd, Fullerton, California
|
|
1
|
|
|
—
|
|
|
4,762
|
|
|
1,585
|
|
|
6,347
|
|
|
2,749
|
|
|
2002
|
|
Up to 40 years
|
|||||
5086 4th St, Irwindale, California
|
|
1
|
|
|
—
|
|
|
6,800
|
|
|
2,271
|
|
|
9,071
|
|
|
3,120
|
|
|
2002
|
|
Up to 40 years
|
|||||
6933 Preston Ave, Livermore, California
|
|
1
|
|
|
—
|
|
|
14,585
|
|
|
12,939
|
|
|
27,524
|
|
|
8,300
|
|
|
2002
|
|
Up to 40 years
|
|||||
1006 North Mansfield, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
749
|
|
|
72
|
|
|
2014
|
|
Up to 40 years
|
|||||
1025 North Highland Ave, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
10,168
|
|
|
21,495
|
|
|
31,663
|
|
|
11,730
|
|
|
1988
|
|
Up to 40 years
|
|||||
1350 West Grand Ave, Oakland, California
|
|
1
|
|
|
—
|
|
|
15,172
|
|
|
6,048
|
|
|
21,220
|
|
|
13,932
|
|
|
1997
|
|
Up to 40 years
|
|||||
1760 North Saint Thomas Circle, Orange, California
|
|
1
|
|
|
—
|
|
|
4,576
|
|
|
324
|
|
|
4,900
|
|
|
1,550
|
|
|
2002
|
|
Up to 40 years
|
|||||
8700 Mercury Lane, Pico Rivera, California
|
|
1
|
|
|
—
|
|
|
27,957
|
|
|
143
|
|
|
28,100
|
|
|
8,091
|
|
|
2012
|
|
Up to 40 years
|
|||||
8661 Kerns St, San Diego, California
|
|
1
|
|
|
—
|
|
|
10,512
|
|
|
6,762
|
|
|
17,274
|
|
|
6,307
|
|
|
2002
|
|
Up to 40 years
|
|||||
1915 South Grand Ave, Santa Ana, California
|
|
1
|
|
|
—
|
|
|
3,420
|
|
|
1,110
|
|
|
4,530
|
|
|
1,828
|
|
|
2001
|
|
Up to 40 years
|
|||||
2680 Sequoia Dr, South Gate, California
|
|
1
|
|
|
—
|
|
|
6,329
|
|
|
2,125
|
|
|
8,454
|
|
|
3,950
|
|
|
2002
|
|
Up to 40 years
|
|||||
111 Uranium Drive, Sunnyvale, California
|
|
1
|
|
|
—
|
|
|
9,645
|
|
|
5,090
|
|
|
14,735
|
|
|
4,010
|
|
|
2002
|
|
Up to 40 years
|
|||||
25250 South Schulte Rd, Tracy, California
|
|
1
|
|
|
—
|
|
|
3,049
|
|
|
1,749
|
|
|
4,798
|
|
|
1,777
|
|
|
2001
|
|
Up to 40 years
|
|||||
3576 N. Moline, Aurora, Colorado
|
|
1
|
|
|
—
|
|
|
1,583
|
|
|
1,911
|
|
|
3,494
|
|
|
1,408
|
|
|
2001
|
|
Up to 40 years
|
|||||
North Stone Ave, Colorado Springs, Colorado
|
|
2
|
|
|
—
|
|
|
761
|
|
|
2,707
|
|
|
3,468
|
|
|
1,518
|
|
|
2001
|
|
Up to 40 years
|
|||||
4300 Brighton Boulevard, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
108,822
|
|
|
6,331
|
|
|
115,153
|
|
|
1,469
|
|
|
2017
|
|
Up to 40 years
|
|||||
11333 E 53rd Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
7,403
|
|
|
9,910
|
|
|
17,313
|
|
|
8,067
|
|
|
2001
|
|
Up to 40 years
|
|||||
5151 E. 46th Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
6,312
|
|
|
95
|
|
|
6,407
|
|
|
1,136
|
|
|
2014
|
|
Up to 40 years
|
|||||
20 Eastern Park Rd, East Hartford, Connecticut
|
|
1
|
|
|
—
|
|
|
7,417
|
|
|
1,647
|
|
|
9,064
|
|
|
5,689
|
|
|
2002
|
|
Up to 40 years
|
|||||
Bennett Rd, Suffield, Connecticut
|
|
2
|
|
|
—
|
|
|
1,768
|
|
|
850
|
|
|
2,618
|
|
|
1,204
|
|
|
2000
|
|
Up to 40 years
|
|||||
Kennedy Road, Windsor, Connecticut
|
|
2
|
|
|
—
|
|
|
10,447
|
|
|
30,373
|
|
|
40,820
|
|
|
17,279
|
|
|
2001
|
|
Up to 40 years
|
|||||
293 Ella Grasso Rd, Windsor Locks, Connecticut
|
|
1
|
|
|
—
|
|
|
4,021
|
|
|
1,384
|
|
|
5,405
|
|
|
2,576
|
|
|
2002
|
|
Up to 40 years
|
|||||
150-200 Todds Ln, Wilmington, Delaware
|
|
1
|
|
|
—
|
|
|
7,226
|
|
|
894
|
|
|
8,120
|
|
|
4,682
|
|
|
2002
|
|
Up to 40 years
|
|||||
13280 Vantage Way, Jacksonville, Florida
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
337
|
|
|
2,190
|
|
|
800
|
|
|
2001
|
|
Up to 40 years
|
|||||
12855 Starkey Rd, Largo, Florida
|
|
1
|
|
|
—
|
|
|
3,293
|
|
|
2,800
|
|
|
6,093
|
|
|
2,764
|
|
|
2001
|
|
Up to 40 years
|
|||||
7801 Riviera Blvd, Miramar, Florida
|
|
1
|
|
|
—
|
|
|
8,250
|
|
|
23
|
|
|
8,273
|
|
|
392
|
|
|
2017
|
|
Up to 40 years
|
|||||
10002 Satellite Blvd, Orlando, Florida
|
|
1
|
|
|
—
|
|
|
1,927
|
|
|
294
|
|
|
2,221
|
|
|
783
|
|
|
2001
|
|
Up to 40 years
|
|||||
3501 Electronics Way, West Palm Beach, Florida
|
|
1
|
|
|
—
|
|
|
4,201
|
|
|
13,185
|
|
|
17,386
|
|
|
5,719
|
|
|
2001
|
|
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)(7)(8) |
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
1890 MacArthur Blvd, Atlanta Georgia
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,786
|
|
|
$
|
661
|
|
|
$
|
2,447
|
|
|
$
|
978
|
|
|
2002
|
|
Up to 40 years
|
3881 Old Gordon Rd, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
1,185
|
|
|
321
|
|
|
1,506
|
|
|
787
|
|
|
2001
|
|
Up to 40 years
|
|||||
5319 Tulane Drive SW, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
2,808
|
|
|
3,430
|
|
|
6,238
|
|
|
2,353
|
|
|
2002
|
|
Up to 40 years
|
|||||
6111 Live Oak Parkway, Norcross, Georgia
|
|
1
|
|
|
—
|
|
|
3,542
|
|
|
224
|
|
|
3,766
|
|
|
161
|
|
|
2017
|
|
Up to 40 years
|
|||||
3150 Nifda Dr, Smyrna, Georgia
|
|
1
|
|
|
—
|
|
|
463
|
|
|
646
|
|
|
1,109
|
|
|
669
|
|
|
1990
|
|
Up to 40 years
|
|||||
1301 S. Rockwell St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,947
|
|
|
18,842
|
|
|
26,789
|
|
|
14,180
|
|
|
1999
|
|
Up to 40 years
|
|||||
2211 W. Pershing Rd, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
4,264
|
|
|
13,057
|
|
|
17,321
|
|
|
7,302
|
|
|
2001
|
|
Up to 40 years
|
|||||
2425 South Halsted St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,470
|
|
|
1,428
|
|
|
8,898
|
|
|
3,818
|
|
|
2006
|
|
Up to 40 years
|
|||||
2604 West 13th St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
404
|
|
|
2,697
|
|
|
3,101
|
|
|
2,664
|
|
|
2001
|
|
Up to 40 years
|
|||||
2255 Pratt Blvd, Elk Grove, Illinois
|
|
1
|
|
|
—
|
|
|
1,989
|
|
|
3,878
|
|
|
5,867
|
|
|
1,185
|
|
|
2000
|
|
Up to 40 years
|
|||||
4175 Chandler Dr Opus No. Corp, Hanover Park, Illinois
|
|
1
|
|
|
—
|
|
|
22,048
|
|
|
266
|
|
|
22,314
|
|
|
8,022
|
|
|
2014
|
|
Up to 40 years
|
|||||
2600 Beverly Drive, Lincoln, Illinois
|
|
1
|
|
|
—
|
|
|
1,378
|
|
|
904
|
|
|
2,282
|
|
|
124
|
|
|
2015
|
|
Up to 40 years
|
|||||
6120 Churchman Bypass, Indianapolis, Indiana
|
|
1
|
|
|
—
|
|
|
4,827
|
|
|
7,966
|
|
|
12,793
|
|
|
5,419
|
|
|
2002
|
|
Up to 40 years
|
|||||
6090 NE 14th Street, Des Moines, Iowa
|
|
1
|
|
|
—
|
|
|
622
|
|
|
446
|
|
|
1,068
|
|
|
339
|
|
|
2003
|
|
Up to 40 years
|
|||||
South 7th St, Louisville, Kentucky
|
|
4
|
|
|
—
|
|
|
709
|
|
|
11,313
|
|
|
12,022
|
|
|
4,149
|
|
|
Various
|
|
Up to 40 years
|
|||||
900 Distributors Row, New Orleans, Louisiana
|
|
1
|
|
|
—
|
|
|
7,607
|
|
|
1,133
|
|
|
8,740
|
|
|
5,524
|
|
|
2002
|
|
Up to 40 years
|
|||||
1274 Commercial Drive, Port Allen, Louisiana
|
|
1
|
|
|
—
|
|
|
2,680
|
|
|
3,885
|
|
|
6,565
|
|
|
2,534
|
|
|
2003
|
|
Up to 40 years
|
|||||
26 Parkway Drive (fka 133 Pleasant), Scarborough, Maine
|
|
1
|
|
|
—
|
|
|
8,337
|
|
|
29
|
|
|
8,366
|
|
|
2,679
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
8928 McGaw Ct, Columbia, Maryland
|
|
1
|
|
|
—
|
|
|
2,198
|
|
|
6,218
|
|
|
8,416
|
|
|
2,969
|
|
|
1999
|
|
Up to 40 years
|
|||||
10641 Iron Bridge Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
3,782
|
|
|
920
|
|
|
4,702
|
|
|
2,287
|
|
|
2000
|
|
Up to 40 years
|
|||||
8275 Patuxent Range Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
10,105
|
|
|
7,612
|
|
|
17,717
|
|
|
8,801
|
|
|
2001
|
|
Up to 40 years
|
|||||
96 High St, Billerica, Massachusetts
|
|
1
|
|
|
—
|
|
|
3,221
|
|
|
3,851
|
|
|
7,072
|
|
|
3,322
|
|
|
1998
|
|
Up to 40 years
|
|||||
120 Hampden St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
164
|
|
|
523
|
|
|
687
|
|
|
494
|
|
|
2002
|
|
Up to 40 years
|
|||||
32 George St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,820
|
|
|
5,368
|
|
|
7,188
|
|
|
4,860
|
|
|
1991
|
|
Up to 40 years
|
|||||
3435 Sharps Lot Rd, Dighton, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,911
|
|
|
775
|
|
|
2,686
|
|
|
1,951
|
|
|
1999
|
|
Up to 40 years
|
|||||
77 Constitution Boulevard, Franklin, Massachusetts
|
|
1
|
|
|
—
|
|
|
5,413
|
|
|
51
|
|
|
5,464
|
|
|
438
|
|
|
2014
|
|
Up to 40 years
|
|||||
216 Canal St, Lawrence, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,298
|
|
|
1,044
|
|
|
2,342
|
|
|
1,119
|
|
|
2001
|
|
Up to 40 years
|
|||||
Bearfoot Road, Northboro, Massachusetts
|
|
2
|
|
|
—
|
|
|
55,923
|
|
|
22,634
|
|
|
78,557
|
|
|
37,026
|
|
|
Various
|
|
Up to 40 years
|
|||||
38300 Plymouth Road, Livonia, Michigan
|
|
1
|
|
|
—
|
|
|
10,285
|
|
|
1,030
|
|
|
11,315
|
|
|
3,180
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
6601 Sterling Dr South, Sterling Heights, Michigan
|
|
1
|
|
|
—
|
|
|
1,294
|
|
|
1,102
|
|
|
2,396
|
|
|
1,172
|
|
|
2002
|
|
Up to 40 years
|
|||||
1985 Bart Ave, Warren, Michigan
|
|
1
|
|
|
—
|
|
|
1,802
|
|
|
441
|
|
|
2,243
|
|
|
970
|
|
|
2000
|
|
Up to 40 years
|
|||||
Wahl Court, Warren, Michigan
|
|
2
|
|
|
—
|
|
|
3,426
|
|
|
2,426
|
|
|
5,852
|
|
|
3,356
|
|
|
Various
|
|
Up to 40 years
|
|||||
31155 Wixom Rd, Wixom, Michigan
|
|
1
|
|
|
—
|
|
|
4,000
|
|
|
1,145
|
|
|
5,145
|
|
|
2,342
|
|
|
2001
|
|
Up to 40 years
|
|||||
3140 Ryder Trail South, Earth City, Missouri
|
|
1
|
|
|
—
|
|
|
3,072
|
|
|
3,146
|
|
|
6,218
|
|
|
1,958
|
|
|
2004
|
|
Up to 40 years
|
|||||
Missouri Bottom Road, Hazelwood, Missouri
|
|
3
|
|
|
—
|
|
|
28,282
|
|
|
951
|
|
|
29,233
|
|
|
5,880
|
|
|
2016
|
(6)
|
Up to 40 years
|
|||||
Leavenworth St/18th St, Omaha, Nebraska
|
|
3
|
|
|
—
|
|
|
2,924
|
|
|
18,854
|
|
|
21,778
|
|
|
5,862
|
|
|
Various
|
|
Up to 40 years
|
|||||
4105 North Lamb Blvd, Las Vegas, Nevada
|
|
1
|
|
|
—
|
|
|
3,430
|
|
|
8,899
|
|
|
12,329
|
|
|
5,004
|
|
|
2002
|
|
Up to 40 years
|
|||||
17 Hydro Plant Rd, Milton, New Hampshire
|
|
1
|
|
|
—
|
|
|
6,179
|
|
|
4,177
|
|
|
10,356
|
|
|
5,804
|
|
|
2001
|
|
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)(7)(8) |
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Kimberly Rd, East Brunsick, New Jersey
|
|
3
|
|
|
$
|
—
|
|
|
$
|
22,105
|
|
|
$
|
5,785
|
|
|
$
|
27,890
|
|
|
$
|
12,665
|
|
|
Various
|
|
Up to 40 years
|
811 Route 33, Freehold, New Jersey
|
|
3
|
|
|
—
|
|
|
38,697
|
|
|
54,485
|
|
|
93,182
|
|
|
45,520
|
|
|
Various
|
|
Up to 40 years
|
|||||
51-69 & 77-81 Court St, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
11,734
|
|
|
1,882
|
|
|
13,616
|
|
|
522
|
|
|
2015
|
|
Up to 40 years
|
|||||
560 Irvine Turner Blvd, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
9,522
|
|
|
570
|
|
|
10,092
|
|
|
415
|
|
|
2015
|
|
Up to 40 years
|
|||||
231 Johnson Ave, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
8,945
|
|
|
960
|
|
|
9,905
|
|
|
429
|
|
|
2015
|
|
Up to 40 years
|
|||||
650 Howard Avenue, Somerset, New Jersey
|
|
1
|
|
|
—
|
|
|
3,585
|
|
|
11,497
|
|
|
15,082
|
|
|
4,909
|
|
|
2006
|
|
Up to 40 years
|
|||||
555 Gallatin Place, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
4,083
|
|
|
795
|
|
|
4,878
|
|
|
2,266
|
|
|
2001
|
|
Up to 40 years
|
|||||
7500 Los Volcanes Rd NW, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
2,801
|
|
|
1,933
|
|
|
4,734
|
|
|
2,460
|
|
|
1999
|
|
Up to 40 years
|
|||||
100 Bailey Ave, Buffalo, New York
|
|
1
|
|
|
—
|
|
|
1,324
|
|
|
10,844
|
|
|
12,168
|
|
|
5,623
|
|
|
1998
|
|
Up to 40 years
|
|||||
64 Leone Ln, Chester, New York
|
|
1
|
|
|
—
|
|
|
5,086
|
|
|
1,124
|
|
|
6,210
|
|
|
3,232
|
|
|
2000
|
|
Up to 40 years
|
|||||
1368 County Rd 8, Farmington, New York
|
|
1
|
|
|
—
|
|
|
2,611
|
|
|
4,513
|
|
|
7,124
|
|
|
4,118
|
|
|
1998
|
|
Up to 40 years
|
|||||
County Rd 10, Linlithgo, New York
|
|
2
|
|
|
—
|
|
|
102
|
|
|
2,959
|
|
|
3,061
|
|
|
1,376
|
|
|
2001
|
|
Up to 40 years
|
|||||
77 Seaview Blvd, N. Hempstead New York
|
|
1
|
|
|
—
|
|
|
5,719
|
|
|
1,417
|
|
|
7,136
|
|
|
2,308
|
|
|
2006
|
|
Up to 40 years
|
|||||
37 Hurds Corner Road, Pawling, New York
|
|
1
|
|
|
—
|
|
|
4,323
|
|
|
945
|
|
|
5,268
|
|
|
1,878
|
|
|
2005
|
|
Up to 40 years
|
|||||
Ulster Ave/Route 9W, Port Ewen, New York
|
|
3
|
|
|
—
|
|
|
23,137
|
|
|
8,411
|
|
|
31,548
|
|
|
20,322
|
|
|
2001
|
|
Up to 40 years
|
|||||
Binnewater Rd, Rosendale, New York
|
|
2
|
|
|
—
|
|
|
5,142
|
|
|
10,645
|
|
|
15,787
|
|
|
5,612
|
|
|
Various
|
|
Up to 40 years
|
|||||
220 Wavel St, Syracuse, New York
|
|
1
|
|
|
—
|
|
|
2,929
|
|
|
2,113
|
|
|
5,042
|
|
|
2,579
|
|
|
1997
|
|
Up to 40 years
|
|||||
2235 Cessna Drive, Burlington, North Carolina
|
|
1
|
|
|
—
|
|
|
1,602
|
|
|
314
|
|
|
1,916
|
|
|
112
|
|
|
2015
|
|
Up to 40 years
|
|||||
14500 Weston Pkwy, Cary, North Carolina
|
|
1
|
|
|
—
|
|
|
1,880
|
|
|
2,012
|
|
|
3,892
|
|
|
1,593
|
|
|
1999
|
|
Up to 40 years
|
|||||
826 Church Street, Morrisville, North Carolina
|
|
1
|
|
|
—
|
|
|
7,087
|
|
|
—
|
|
|
7,087
|
|
|
902
|
|
|
2017
|
|
Up to 40 years
|
|||||
11350 Deerfield Rd, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
4,259
|
|
|
518
|
|
|
4,777
|
|
|
2,572
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
1034 Hulbert Ave, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
786
|
|
|
863
|
|
|
1,649
|
|
|
773
|
|
|
2000
|
|
Up to 40 years
|
|||||
1275 East 40th, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,129
|
|
|
476
|
|
|
3,605
|
|
|
1,810
|
|
|
1999
|
|
Up to 40 years
|
|||||
7208 Euclid Avenue, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,336
|
|
|
2,985
|
|
|
6,321
|
|
|
2,626
|
|
|
2001
|
|
Up to 40 years
|
|||||
4260 Tuller Ridge Rd, Dublin, Ohio
|
|
1
|
|
|
—
|
|
|
1,030
|
|
|
1,644
|
|
|
2,674
|
|
|
1,335
|
|
|
1999
|
|
Up to 40 years
|
|||||
2120 Buzick Drive, Obetz, Ohio
|
|
1
|
|
|
—
|
|
|
4,317
|
|
|
14,441
|
|
|
18,758
|
|
|
6,583
|
|
|
2003
|
|
Up to 40 years
|
|||||
302 South Byrne Rd, Toledo, Ohio
|
|
1
|
|
|
—
|
|
|
602
|
|
|
1,027
|
|
|
1,629
|
|
|
617
|
|
|
2001
|
|
Up to 40 years
|
|||||
Partnership Drive, Oklahoma City, Oklahoma
|
|
3
|
|
|
—
|
|
|
11,437
|
|
|
269
|
|
|
11,706
|
|
|
2,594
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
7530 N. Leadbetter Road, Portland, Oregon
|
|
1
|
|
|
—
|
|
|
5,187
|
|
|
1,874
|
|
|
7,061
|
|
|
3,813
|
|
|
2002
|
|
Up to 40 years
|
|||||
Branchton Rd, Boyers, Pennsylvania
|
|
3
|
|
|
—
|
|
|
21,166
|
|
|
210,250
|
|
|
231,416
|
|
|
45,506
|
|
|
Various
|
|
Up to 40 years
|
|||||
1201 Freedom Rd, Cranberry Township, Pennsylvania
|
|
1
|
|
|
—
|
|
|
1,057
|
|
|
12,466
|
|
|
13,523
|
|
|
6,169
|
|
|
2001
|
|
Up to 40 years
|
|||||
800 Carpenters Crossings, Folcroft, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,457
|
|
|
937
|
|
|
3,394
|
|
|
1,845
|
|
|
2000
|
|
Up to 40 years
|
|||||
36 Great Valley Pkwy, Malvern, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,397
|
|
|
6,921
|
|
|
9,318
|
|
|
3,681
|
|
|
1999
|
|
Up to 40 years
|
|||||
2300 Newlins Mill Road, Palmer Township, Pennsylvania
|
|
1
|
|
|
—
|
|
|
18,365
|
|
|
3,708
|
|
|
22,073
|
|
|
164
|
|
|
2017
|
|
Up to 40 years
|
|||||
Henderson Dr/Elmwood Ave, Sharon Hill, Pennsylvania
|
|
3
|
|
|
—
|
|
|
24,153
|
|
|
10,114
|
|
|
34,267
|
|
|
16,037
|
|
|
Various
|
|
Up to 40 years
|
|||||
Las Flores Industrial Park, Rio Grande, Puerto Rico
|
|
1
|
|
|
—
|
|
|
4,185
|
|
|
3,381
|
|
|
7,566
|
|
|
3,840
|
|
|
2001
|
|
Up to 40 years
|
|||||
24 Snake Hill Road, Chepachet, Rhode Island
|
|
1
|
|
|
—
|
|
|
2,659
|
|
|
2,155
|
|
|
4,814
|
|
|
2,535
|
|
|
2001
|
|
Up to 40 years
|
|||||
1061 Carolina Pines Road, Columbia, South Carolina
|
|
1
|
|
|
—
|
|
|
11,776
|
|
|
1,623
|
|
|
13,399
|
|
|
2,318
|
|
|
2016
|
(6)
|
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)(7)(8) |
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2301 Prosperity Way, Florence, South Carolina
|
|
1
|
|
|
$
|
—
|
|
|
$
|
2,846
|
|
|
$
|
523
|
|
|
$
|
3,369
|
|
|
$
|
853
|
|
|
2016
|
(6)
|
Up to 40 years
|
Mitchell Street, Knoxville, Tennessee
|
|
2
|
|
|
—
|
|
|
718
|
|
|
4,433
|
|
|
5,151
|
|
|
1,618
|
|
|
Various
|
|
Up to 40 years
|
|||||
415 Brick Church Park Dr, Nashville, Tennessee
|
|
1
|
|
|
—
|
|
|
2,312
|
|
|
3,929
|
|
|
6,241
|
|
|
3,404
|
|
|
2000
|
|
Up to 40 years
|
|||||
6005 Dana Way, Nashville, Tennessee
|
|
2
|
|
|
—
|
|
|
1,827
|
|
|
2,762
|
|
|
4,589
|
|
|
1,569
|
|
|
2000
|
|
Up to 40 years
|
|||||
11406 Metric Blvd, Austin, Texas
|
|
1
|
|
|
—
|
|
|
5,489
|
|
|
1,989
|
|
|
7,478
|
|
|
3,738
|
|
|
2002
|
|
Up to 40 years
|
|||||
6600 Metropolis Drive, Austin, Texas
|
|
1
|
|
|
—
|
|
|
4,519
|
|
|
283
|
|
|
4,802
|
|
|
1,022
|
|
|
2011
|
|
Up to 40 years
|
|||||
Capital Parkway, Carrollton, Texas
|
|
3
|
|
|
—
|
|
|
8,299
|
|
|
80
|
|
|
8,379
|
|
|
2,391
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
1800 Columbian Club Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
19,673
|
|
|
716
|
|
|
20,389
|
|
|
8,024
|
|
|
2013
|
|
Up to 40 years
|
|||||
1905 John Connally Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
2,174
|
|
|
610
|
|
|
2,784
|
|
|
1,198
|
|
|
2000
|
|
Up to 40 years
|
|||||
13425 Branchview Ln, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,518
|
|
|
3,422
|
|
|
6,940
|
|
|
3,926
|
|
|
2001
|
|
Up to 40 years
|
|||||
Cockrell Ave, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
1,277
|
|
|
1,542
|
|
|
2,819
|
|
|
1,919
|
|
|
2000
|
|
Up to 40 years
|
|||||
1819 S. Lamar St, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,215
|
|
|
810
|
|
|
4,025
|
|
|
2,276
|
|
|
2000
|
|
Up to 40 years
|
|||||
2000 Robotics Place Suite B, Fort Worth, Texas
|
|
1
|
|
|
—
|
|
|
5,328
|
|
|
563
|
|
|
5,891
|
|
|
2,588
|
|
|
2002
|
|
Up to 40 years
|
|||||
1202 Ave R, Grand Prairie, Texas
|
|
1
|
|
|
—
|
|
|
8,354
|
|
|
2,045
|
|
|
10,399
|
|
|
5,238
|
|
|
2003
|
|
Up to 40 years
|
|||||
15333 Hempstead Hwy, Houston, Texas
|
|
3
|
|
|
—
|
|
|
6,327
|
|
|
37,310
|
|
|
43,637
|
|
|
9,644
|
|
|
2004
|
|
Up to 40 years
|
|||||
2600 Center Street, Houston, Texas
|
|
1
|
|
|
—
|
|
|
2,840
|
|
|
1,375
|
|
|
4,215
|
|
|
2,277
|
|
|
2000
|
|
Up to 40 years
|
|||||
3502 Bissonnet St, Houston, Texas
|
|
1
|
|
|
—
|
|
|
7,687
|
|
|
277
|
|
|
7,964
|
|
|
5,364
|
|
|
2002
|
|
Up to 40 years
|
|||||
5249 Glenmont Ave, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,467
|
|
|
2,213
|
|
|
5,680
|
|
|
2,350
|
|
|
2000
|
|
Up to 40 years
|
|||||
5707 Chimney Rock, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,032
|
|
|
1,040
|
|
|
2,072
|
|
|
989
|
|
|
2002
|
|
Up to 40 years
|
|||||
5757 Royalton Dr, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,795
|
|
|
999
|
|
|
2,794
|
|
|
1,155
|
|
|
2000
|
|
Up to 40 years
|
|||||
6203 Bingle Rd, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,188
|
|
|
11,208
|
|
|
14,396
|
|
|
7,827
|
|
|
2001
|
|
Up to 40 years
|
|||||
7800 Westpark, Houston, Texas
|
|
1
|
|
|
—
|
|
|
6,323
|
|
|
973
|
|
|
7,296
|
|
|
1,476
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
9601 West Tidwell, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,680
|
|
|
1,958
|
|
|
3,638
|
|
|
1,076
|
|
|
2001
|
|
Up to 40 years
|
|||||
1235 North Union Bower, Irving, Texas
|
|
1
|
|
|
—
|
|
|
1,574
|
|
|
1,150
|
|
|
2,724
|
|
|
1,196
|
|
|
2001
|
|
Up to 40 years
|
|||||
15300 FM 1825, Pflugerville, Texas
|
|
2
|
|
|
—
|
|
|
3,811
|
|
|
7,886
|
|
|
11,697
|
|
|
4,140
|
|
|
2001
|
|
Up to 40 years
|
|||||
929 South Medina St, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,883
|
|
|
1,215
|
|
|
5,098
|
|
|
2,386
|
|
|
2002
|
|
Up to 40 years
|
|||||
930 Avenue B, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
393
|
|
|
227
|
|
|
620
|
|
|
214
|
|
|
1998
|
|
Up to 40 years
|
|||||
931 North Broadway, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,526
|
|
|
957
|
|
|
4,483
|
|
|
2,600
|
|
|
1999
|
|
Up to 40 years
|
|||||
1665 S. 5350 West, Salt Lake City, Utah
|
|
1
|
|
|
—
|
|
|
6,239
|
|
|
4,092
|
|
|
10,331
|
|
|
4,464
|
|
|
2002
|
|
Up to 40 years
|
|||||
11052 Lakeridge Pkwy, Ashland, Virginia
|
|
1
|
|
|
—
|
|
|
1,709
|
|
|
1,883
|
|
|
3,592
|
|
|
1,583
|
|
|
1999
|
|
Up to 40 years
|
|||||
2301 International Parkway, Fredericksburg, Virginia
|
|
1
|
|
|
—
|
|
|
20,980
|
|
|
28
|
|
|
21,008
|
|
|
4,537
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
4555 Progress Road, Norfolk, Virginia
|
|
1
|
|
|
—
|
|
|
6,527
|
|
|
953
|
|
|
7,480
|
|
|
2,740
|
|
|
2011
|
|
Up to 40 years
|
|||||
3725 Thirlane Rd. N.W., Roanoke, Virginia
|
|
1
|
|
|
—
|
|
|
2,577
|
|
|
92
|
|
|
2,669
|
|
|
830
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
7700-7730 Southern Dr, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
14,167
|
|
|
2,555
|
|
|
16,722
|
|
|
8,831
|
|
|
2002
|
|
Up to 40 years
|
|||||
8001 Research Way, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
5,230
|
|
|
2,562
|
|
|
7,792
|
|
|
2,865
|
|
|
2002
|
|
Up to 40 years
|
|||||
22445 Randolph Dr, Sterling, Virginia
|
|
1
|
|
|
—
|
|
|
7,598
|
|
|
3,702
|
|
|
11,300
|
|
|
5,374
|
|
|
2005
|
|
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)(7)(8) |
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
307 South 140th St, Burien, Washington
|
|
1
|
|
|
$
|
—
|
|
|
$
|
2,078
|
|
|
$
|
2,199
|
|
|
$
|
4,277
|
|
|
$
|
2,040
|
|
|
1999
|
|
Up to 40 years
|
8908 W. Hallett Rd, Cheney, Washington
|
|
1
|
|
|
—
|
|
|
510
|
|
|
4,230
|
|
|
4,740
|
|
|
1,698
|
|
|
1999
|
|
Up to 40 years
|
|||||
6600 Hardeson Rd, Everett, Washington
|
|
1
|
|
|
—
|
|
|
5,399
|
|
|
3,236
|
|
|
8,635
|
|
|
3,092
|
|
|
2002
|
|
Up to 40 years
|
|||||
19826 Russell Rd, South, Kent, Washington
|
|
1
|
|
|
—
|
|
|
14,793
|
|
|
8,912
|
|
|
23,705
|
|
|
9,311
|
|
|
2002
|
|
Up to 40 years
|
|||||
1201 N. 96th St, Seattle, Washington
|
|
1
|
|
|
—
|
|
|
4,496
|
|
|
1,652
|
|
|
6,148
|
|
|
3,144
|
|
|
2001
|
|
Up to 40 years
|
|||||
4330 South Grove Road, Spokane, Washington
|
|
1
|
|
|
—
|
|
|
3,906
|
|
|
510
|
|
|
4,416
|
|
|
216
|
|
|
2015
|
|
Up to 40 years
|
|||||
12021 West Bluemound Road, Wauwatosa, Wisconsin
|
|
1
|
|
|
—
|
|
|
1,307
|
|
|
2,108
|
|
|
3,415
|
|
|
1,244
|
|
|
1999
|
|
Up to 40 years
|
|||||
|
|
187
|
|
|
—
|
|
|
1,058,202
|
|
|
846,392
|
|
|
1,904,594
|
|
|
665,156
|
|
|
|
|
|
|||||
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
One Command Court, Bedford
|
|
1
|
|
|
—
|
|
|
3,847
|
|
|
4,698
|
|
|
8,545
|
|
|
3,636
|
|
|
2000
|
|
Up to 40 years
|
|||||
195 Summerlea Road, Brampton
|
|
1
|
|
|
—
|
|
|
5,403
|
|
|
6,437
|
|
|
11,840
|
|
|
4,563
|
|
|
2000
|
|
Up to 40 years
|
|||||
10 Tilbury Court, Brampton
|
|
1
|
|
|
—
|
|
|
5,007
|
|
|
17,683
|
|
|
22,690
|
|
|
6,401
|
|
|
2000
|
|
Up to 40 years
|
|||||
8825 Northbrook Court, Burnaby
|
|
1
|
|
|
—
|
|
|
8,091
|
|
|
1,386
|
|
|
9,477
|
|
|
4,169
|
|
|
2001
|
|
Up to 40 years
|
|||||
8088 Glenwood Drive, Burnaby
|
|
1
|
|
|
—
|
|
|
4,326
|
|
|
7,464
|
|
|
11,790
|
|
|
4,056
|
|
|
2005
|
|
Up to 40 years
|
|||||
5811 26th Street S.E., Calgary
|
|
1
|
|
|
—
|
|
|
14,658
|
|
|
8,714
|
|
|
23,372
|
|
|
9,989
|
|
|
2000
|
|
Up to 40 years
|
|||||
3905-101 Street, Edmonton
|
|
1
|
|
|
—
|
|
|
2,020
|
|
|
630
|
|
|
2,650
|
|
|
1,435
|
|
|
2000
|
|
Up to 40 years
|
|||||
68 Grant Timmins Drive, Kingston
|
|
1
|
|
|
—
|
|
|
3,639
|
|
|
771
|
|
|
4,410
|
|
|
100
|
|
|
2016
|
|
Up to 40 years
|
|||||
3005 Boul. Jean-Baptiste Deschamps, Lachine
|
|
1
|
|
|
—
|
|
|
2,751
|
|
|
228
|
|
|
2,979
|
|
|
1,267
|
|
|
2000
|
|
Up to 40 years
|
|||||
1655 Fleetwood, Laval
|
|
1
|
|
|
—
|
|
|
8,196
|
|
|
17,175
|
|
|
25,371
|
|
|
11,054
|
|
|
2000
|
|
Up to 40 years
|
|||||
4005 Richelieu, Montreal
|
|
1
|
|
|
—
|
|
|
1,800
|
|
|
1,543
|
|
|
3,343
|
|
|
1,453
|
|
|
2000
|
|
Up to 40 years
|
|||||
1209 Algoma Rd, Ottawa
|
|
1
|
|
|
—
|
|
|
1,059
|
|
|
6,290
|
|
|
7,349
|
|
|
3,552
|
|
|
2000
|
|
Up to 40 years
|
|||||
1650 Comstock Rd, Ottawa
|
|
1
|
|
|
—
|
|
|
7,478
|
|
|
188
|
|
|
7,666
|
|
|
2,365
|
|
|
2017
|
|
Up to 40 years
|
|||||
235 Edson Street, Saskatoon
|
|
1
|
|
|
—
|
|
|
829
|
|
|
1,489
|
|
|
2,318
|
|
|
725
|
|
|
2008
|
|
Up to 40 years
|
|||||
640 Coronation Drive, Scarborough
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
1,058
|
|
|
2,911
|
|
|
1,144
|
|
|
2000
|
|
Up to 40 years
|
|||||
610 Sprucewood Ave, Windsor
|
|
1
|
|
|
—
|
|
|
1,243
|
|
|
489
|
|
|
1,732
|
|
|
551
|
|
|
2007
|
|
Up to 40 years
|
|||||
|
|
16
|
|
|
—
|
|
|
72,200
|
|
|
76,243
|
|
|
148,443
|
|
|
56,460
|
|
|
|
|
|
|||||
|
|
203
|
|
|
—
|
|
|
1,130,402
|
|
|
922,635
|
|
|
2,053,037
|
|
|
721,616
|
|
|
|
|
|
(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)(7)(8) |
|
Accumulated
depreciation at close of current period(1)(3)(7) |
|
Date of
construction or acquired(4) |
|
Life on which
depreciation in latest income statement is computed |
|||||||||||
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gewerbeparkstr. 3, Vienna, Austria
|
|
1
|
|
|
$
|
—
|
|
|
$
|
6,542
|
|
|
$
|
7,103
|
|
|
$
|
13,645
|
|
|
$
|
2,496
|
|
|
2010
|
|
Up to 40 years
|
Woluwelaan 147, Diegem, Belgium
|
|
1
|
|
|
—
|
|
|
2,541
|
|
|
4,444
|
|
|
6,985
|
|
|
3,301
|
|
|
2003
|
|
Up to 40 years
|
|||||
Kratitirion 9 Kokkinotrimithia Industrial District, Nicosia, Cyprus
|
|
1
|
|
|
—
|
|
|
3,136
|
|
|
82
|
|
|
3,218
|
|
|
58
|
|
|
2017
|
|
Up to 40 years
|
|||||
Karyatidon 1, Agios Sylas Industrial Area (3rd), Limassol, Cyprus
|
|
1
|
|
|
—
|
|
|
1,935
|
|
|
49
|
|
|
1,984
|
|
|
36
|
|
|
2017
|
|
Up to 40 years
|
|||||
628 Western Avenue, Acton, England
|
|
1
|
|
|
—
|
|
|
2,070
|
|
|
(170
|
)
|
|
1,900
|
|
|
765
|
|
|
2003
|
|
Up to 40 years
|
|||||
65 Egerton Road, Birmingham, England
|
|
1
|
|
|
—
|
|
|
6,980
|
|
|
1,734
|
|
|
8,714
|
|
|
4,574
|
|
|
2003
|
|
Up to 40 years
|
|||||
Otterham Quay Lane, Gillingham, England
|
|
9
|
|
|
—
|
|
|
7,418
|
|
|
3,285
|
|
|
10,703
|
|
|
4,908
|
|
|
2003
|
|
Up to 40 years
|
|||||
Pennine Way, Hemel Hempstead, England
|
|
1
|
|
|
—
|
|
|
10,847
|
|
|
6,386
|
|
|
17,233
|
|
|
6,468
|
|
|
2004
|
|
Up to 40 years
|
|||||
Kemble Industrial Park, Kemble, England
|
|
2
|
|
|
—
|
|
|
5,277
|
|
|
7,108
|
|
|
12,385
|
|
|
8,091
|
|
|
2004
|
|
Up to 40 years
|
|||||
Gayton Road, Kings Lynn, England
|
|
3
|
|
|
—
|
|
|
3,119
|
|
|
1,727
|
|
|
4,846
|
|
|
2,739
|
|
|
2003
|
|
Up to 40 years
|
|||||
24/26 Gillender Street, London, England
|
|
1
|
|
|
—
|
|
|
4,666
|
|
|
2,012
|
|
|
6,678
|
|
|
2,682
|
|
|
2003
|
|
Up to 40 years
|
|||||
Cody Road, London, England
|
|
2
|
|
|
—
|
|
|
20,307
|
|
|
5,889
|
|
|
26,196
|
|
|
10,176
|
|
|
2003
|
|
Up to 40 years
|
|||||
Deanston Wharf, London, England
|
|
1
|
|
|
—
|
|
|
15,824
|
|
|
(1,364
|
)
|
|
14,460
|
|
|
3,515
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Unit 10 High Cross Centre, London, England
|
|
1
|
|
|
—
|
|
|
3,598
|
|
|
681
|
|
|
4,279
|
|
|
1,207
|
|
|
2003
|
|
Up to 40 years
|
|||||
Old Poplar Bus Garage, London, England
|
|
1
|
|
|
—
|
|
|
4,639
|
|
|
2,004
|
|
|
6,643
|
|
|
3,504
|
|
|
2003
|
|
Up to 40 years
|
|||||
17 Broadgate, Oldham, England
|
|
1
|
|
|
—
|
|
|
4,039
|
|
|
435
|
|
|
4,474
|
|
|
2,162
|
|
|
2008
|
|
Up to 40 years
|
|||||
Harpway Lane, Sopley, England
|
|
1
|
|
|
—
|
|
|
681
|
|
|
1,472
|
|
|
2,153
|
|
|
1,289
|
|
|
2004
|
|
Up to 40 years
|
|||||
Unit 1A Broadmoor Road, Swindom, England
|
|
1
|
|
|
—
|
|
|
2,636
|
|
|
551
|
|
|
3,187
|
|
|
1,030
|
|
|
2006
|
|
Up to 40 years
|
|||||
Jeumont-Schneider, Champagne Sur Seine, France
|
|
3
|
|
|
—
|
|
|
1,750
|
|
|
2,544
|
|
|
4,294
|
|
|
2,061
|
|
|
2003
|
|
Up to 40 years
|
|||||
Bat I-VII Rue de Osiers, Coignieres, France
|
|
4
|
|
|
—
|
|
|
21,318
|
|
|
(934
|
)
|
|
20,384
|
|
|
1,716
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
26 Rue de I Industrie, Fergersheim, France
|
|
1
|
|
|
—
|
|
|
1,322
|
|
|
(32
|
)
|
|
1,290
|
|
|
116
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Bat A, B, C1, C2, C3 Rue Imperiale, Gue de Longroi, France
|
|
1
|
|
|
—
|
|
|
3,390
|
|
|
979
|
|
|
4,369
|
|
|
412
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Le Petit Courtin Site de Dois, Gueslin, Mingieres, France
|
|
1
|
|
|
—
|
|
|
14,141
|
|
|
672
|
|
|
14,813
|
|
|
893
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
ZI des Sables, Morangis, France
|
|
1
|
|
|
1,288
|
|
|
12,407
|
|
|
9,051
|
|
|
21,458
|
|
|
17,044
|
|
|
2004
|
|
Up to 40 years
|
|||||
45 Rue de Savoie, Manissieux, Saint Priest, France
|
|
1
|
|
|
—
|
|
|
5,546
|
|
|
169
|
|
|
5,715
|
|
|
389
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Gutenbergstrabe 55, Hamburg, Germany
|
|
1
|
|
|
—
|
|
|
4,022
|
|
|
962
|
|
|
4,984
|
|
|
463
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Brommer Weg 1, Wipshausen, Germany
|
|
1
|
|
|
—
|
|
|
3,220
|
|
|
1,847
|
|
|
5,067
|
|
|
3,212
|
|
|
2006
|
|
Up to 40 years
|
|||||
Warehouse and Offices 4 Springhill, Cork, Ireland
|
|
1
|
|
|
—
|
|
|
9,040
|
|
|
2,357
|
|
|
11,397
|
|
|
3,743
|
|
|
2014
|
|
Up to 40 years
|
|||||
17 Crag Terrace, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
2,818
|
|
|
762
|
|
|
3,580
|
|
|
1,160
|
|
|
2001
|
|
Up to 40 years
|
|||||
Damastown Industrial Park, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
16,034
|
|
|
6,294
|
|
|
22,328
|
|
|
6,054
|
|
|
2012
|
|
Up to 40 years
|
|||||
Portsmuiden 46, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,852
|
|
|
1,621
|
|
|
3,473
|
|
|
1,722
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Schepenbergweg 1, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,258
|
|
|
557
|
|
|
1,815
|
|
|
1,497
|
|
|
2015
|
(6)
|
Up to 40 years
|
|||||
Vareseweg 130, Rotterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,357
|
|
|
883
|
|
|
2,240
|
|
|
1,503
|
|
|
2015
|
(6)
|
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)(7)(8) |
|
Accumulated
depreciation at
close of current
period(1)(3)(7)
|
|
Date of
construction or
acquired(4)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
Europe (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Howemoss Drive, Aberdeen, Scotland
|
|
2
|
|
|
$
|
—
|
|
|
$
|
6,970
|
|
|
$
|
5,798
|
|
|
$
|
12,768
|
|
|
$
|
4,072
|
|
|
Various
|
|
Up to 40 years
|
Traquair Road, Innerleithen, Scotland
|
|
1
|
|
|
—
|
|
|
113
|
|
|
2,220
|
|
|
2,333
|
|
|
950
|
|
|
2004
|
|
Up to 40 years
|
|||||
Nettlehill Road, Houston Industrial Estate, Livingston, Scotland
|
|
1
|
|
|
—
|
|
|
11,517
|
|
|
25,447
|
|
|
36,964
|
|
|
15,958
|
|
|
2001
|
|
Up to 40 years
|
|||||
Av Madrid s/n Poligono Industrial Matillas, Alcala de Henares, Spain
|
|
1
|
|
|
—
|
|
|
186
|
|
|
259
|
|
|
445
|
|
|
268
|
|
|
2014
|
|
Up to 40 years
|
|||||
Calle Bronce, 37, Chiloeches, Spain
|
|
1
|
|
|
—
|
|
|
11,011
|
|
|
2,682
|
|
|
13,693
|
|
|
1,988
|
|
|
2010
|
|
Up to 40 years
|
|||||
Ctra M.118 , Km.3 Parcela 3, Madrid, Spain
|
|
1
|
|
|
—
|
|
|
3,981
|
|
|
5,934
|
|
|
9,915
|
|
|
3,264
|
|
|
2001
|
|
Up to 40 years
|
|||||
Fundicion 8, Rivas-Vaciamadrid, Spain
|
|
1
|
|
|
—
|
|
|
1,022
|
|
|
2,548
|
|
|
3,570
|
|
|
1,165
|
|
|
2002
|
|
Up to 40 years
|
|||||
Abanto Ciervava, Spain
|
|
2
|
|
|
—
|
|
|
1,053
|
|
|
(14
|
)
|
|
1,039
|
|
|
445
|
|
|
Various
|
|
Up to 40 years
|
|||||
|
|
60
|
|
|
1,288
|
|
|
241,583
|
|
|
116,034
|
|
|
357,617
|
|
|
129,096
|
|
|
|
|
|
|||||
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amancio Alcorta 2396, Buenos Aires, Argentina
|
|
2
|
|
|
—
|
|
|
655
|
|
|
3,635
|
|
|
4,290
|
|
|
1,283
|
|
|
Various
|
|
Up to 40 years
|
|||||
Azara 1245, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
166
|
|
|
190
|
|
|
356
|
|
|
178
|
|
|
1998
|
|
Up to 40 years
|
|||||
Saraza 6135, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
144
|
|
|
1,195
|
|
|
1,339
|
|
|
619
|
|
|
1995
|
|
Up to 40 years
|
|||||
Spegazzini, Ezeiza Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
12,773
|
|
|
(2,897
|
)
|
|
9,876
|
|
|
1,121
|
|
|
2012
|
|
Up to 40 years
|
|||||
Av Ernest de Moraes 815, Bairro Fim do Campo, Jarinu Brazil
|
|
1
|
|
|
—
|
|
|
12,562
|
|
|
(478
|
)
|
|
12,084
|
|
|
824
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Rua Peri 80, Jundiai, Brazil
|
|
2
|
|
|
—
|
|
|
8,894
|
|
|
(409
|
)
|
|
8,485
|
|
|
613
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Francisco de Souza e Melo, Rio de Janerio, Brazil
|
|
3
|
|
|
—
|
|
|
1,868
|
|
|
9,229
|
|
|
11,097
|
|
|
1,923
|
|
|
Various
|
|
Up to 40 years
|
|||||
Hortolandia, Sao Paulo, Brazil
|
|
1
|
|
|
—
|
|
|
24,078
|
|
|
6,719
|
|
|
30,797
|
|
|
2,603
|
|
|
2014
|
|
Up to 40 years
|
|||||
El Taqueral 99, Santiago, Chile
|
|
2
|
|
|
—
|
|
|
2,629
|
|
|
39,096
|
|
|
41,725
|
|
|
10,559
|
|
|
2006
|
|
Up to 40 years
|
|||||
Panamericana Norte 18900, Santiago, Chile
|
|
4
|
|
|
—
|
|
|
4,001
|
|
|
17,280
|
|
|
21,281
|
|
|
6,973
|
|
|
2004
|
|
Up to 40 years
|
|||||
Avenida Prolongacion del Colli 1104, Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
374
|
|
|
1,058
|
|
|
1,432
|
|
|
823
|
|
|
2002
|
|
Up to 40 years
|
|||||
Privada Las Flores No. 25 (G3), Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
905
|
|
|
990
|
|
|
1,895
|
|
|
819
|
|
|
2004
|
|
Up to 40 years
|
|||||
Tula KM Parque de Las, Huehuetoca, Mexico
|
|
2
|
|
|
—
|
|
|
19,937
|
|
|
(2,230
|
)
|
|
17,707
|
|
|
1,072
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
Carretera Pesqueria Km2.5(M3), Monterrey, Mexico
|
|
2
|
|
|
—
|
|
|
3,537
|
|
|
3,174
|
|
|
6,711
|
|
|
2,060
|
|
|
2004
|
|
Up to 40 years
|
|||||
Lote 2, Manzana A, (T2& T3), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
2,204
|
|
|
3,384
|
|
|
5,588
|
|
|
3,864
|
|
|
2002
|
|
Up to 40 years
|
|||||
Prolongacion de la Calle 7 (T4), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
7,544
|
|
|
11,616
|
|
|
19,160
|
|
|
6,111
|
|
|
2007
|
|
Up to 40 years
|
|||||
Panamericana Sur, KM 57.5, Lima, Peru
|
|
7
|
|
|
2,895
|
|
|
1,549
|
|
|
754
|
|
|
2,303
|
|
|
1,107
|
|
|
Various
|
|
Up to 40 years
|
|||||
Av. Elmer Faucett 3462, Lima, Peru
|
|
2
|
|
|
—
|
|
|
4,112
|
|
|
4,858
|
|
|
8,970
|
|
|
4,372
|
|
|
Various
|
|
Up to 40 years
|
|||||
Calle Los Claveles-Seccion 3, Lima, Peru
|
|
1
|
|
|
—
|
|
|
8,179
|
|
|
27,024
|
|
|
35,203
|
|
|
6,734
|
|
|
2010
|
|
Up to 40 years
|
|||||
|
|
36
|
|
|
2,895
|
|
|
116,111
|
|
|
124,188
|
|
|
240,299
|
|
|
53,658
|
|
|
|
|
|
(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)(7)(8) |
|
Accumulated
depreciation at close of current period(1)(3)(7) |
|
Date of
construction or acquired(4) |
|
Life on which
depreciation in latest income statement is computed |
|||||||||||
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
8 Whitestone Drive, Austins Ferry, Australia
|
|
1
|
|
|
$
|
—
|
|
|
$
|
681
|
|
|
$
|
2,898
|
|
|
$
|
3,579
|
|
|
$
|
294
|
|
|
2012
|
|
Up to 40 years
|
6 Norwich Street, South Launceston, Australia
|
|
1
|
|
|
—
|
|
|
1,090
|
|
|
31
|
|
|
1,121
|
|
|
60
|
|
|
2015
|
|
Up to 40 years
|
|||||
Warehouse No 4, Shanghai, China
|
|
1
|
|
|
—
|
|
|
1,530
|
|
|
776
|
|
|
2,306
|
|
|
287
|
|
|
2013
|
|
Up to 40 years
|
|||||
Jalan Karanggan Muda Raya No 59, Bogor Indonesia
|
|
1
|
|
|
—
|
|
|
7,897
|
|
|
(106
|
)
|
|
7,791
|
|
|
563
|
|
|
2017
|
|
Up to 40 years
|
|||||
2 Yung Ho Road, Singapore
|
|
1
|
|
|
—
|
|
|
10,395
|
|
|
(1,381
|
)
|
|
9,014
|
|
|
459
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
26 Chin Bee Drive, Singapore
|
|
1
|
|
|
—
|
|
|
15,699
|
|
|
(2,086
|
)
|
|
13,613
|
|
|
695
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
IC1 69 Moo 2, Soi Wat Namdaeng, Bangkok, Thailand
|
|
2
|
|
|
—
|
|
|
13,226
|
|
|
6,322
|
|
|
19,548
|
|
|
2,364
|
|
|
2016
|
(5)
|
Up to 40 years
|
|||||
|
|
8
|
|
|
—
|
|
|
50,518
|
|
|
6,454
|
|
|
56,972
|
|
|
4,722
|
|
|
|
|
|
|||||
Total
|
|
307
|
|
|
$
|
4,183
|
|
|
$
|
1,538,614
|
|
|
$
|
1,169,311
|
|
|
$
|
2,707,925
|
|
|
$
|
909,092
|
|
|
|
|
|
(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
1,131
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.
|
(7)
|
The following tables present the changes in gross carrying amount of real estate owned and accumulated depreciation for the years ended December 31, 2016 and 2017:
|
|
|
Year Ended December 31,
|
||||||
Gross Carrying Amount of Real Estate
|
|
2016
|
|
2017
|
||||
Gross amount at beginning of period
|
|
$
|
2,204,988
|
|
|
$
|
2,427,540
|
|
Additions during period:
|
|
|
|
|
|
|||
Acquisitions(1)
|
|
131,665
|
|
|
121,790
|
|
||
Discretionary capital projects
|
|
108,760
|
|
|
94,658
|
|
||
Other adjustments(2)
|
|
42,904
|
|
|
—
|
|
||
Foreign currency translation fluctuations
|
|
(37,653
|
)
|
|
66,666
|
|
||
|
|
245,676
|
|
|
283,114
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Cost of real estate sold or disposed
|
|
(23,124
|
)
|
|
(2,729
|
)
|
||
Gross amount at end of period
|
|
$
|
2,427,540
|
|
|
$
|
2,707,925
|
|
(1)
|
Includes acquisition of sites through business combinations and purchase accounting adjustments.
|
|
|
Year Ended December 31,
|
||||||
Accumulated Depreciation
|
|
2016
|
|
2017
|
||||
Gross amount of accumulated depreciation at beginning of period
|
|
$
|
745,186
|
|
|
$
|
808,481
|
|
Additions during period:
|
|
|
|
|
|
|||
Depreciation
|
|
77,664
|
|
|
83,488
|
|
||
Other adjustments(1)
|
|
7,700
|
|
|
—
|
|
||
Foreign currency translation fluctuations
|
|
(13,129
|
)
|
|
18,183
|
|
||
|
|
72,235
|
|
|
101,671
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Amount of accumulated depreciation for real estate assets sold or disposed
|
|
(8,940
|
)
|
|
(1,060
|
)
|
||
Gross amount of end of period
|
|
$
|
808,481
|
|
|
$
|
909,092
|
|
(1)
|
Includes accumulated depreciation associated with building improvements and racking, which were previously subject to leases.
|
Exhibit
|
|
Item
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
|
|
|
Exhibit
|
|
Item
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
Exhibit
|
|
Item
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
Exhibit
|
|
Item
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52
|
|
|
10.53
|
|
|
10.54
|
|
|
10.55
|
|
|
12
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
Exhibit
|
|
Item
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.1
|
|
The following materials from Iron Mountain Incorporated’s Annual Report on Form 10‑K for the year ended December 31, 2017 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.)
|
|
|
IRON MOUNTAIN INCORPORATED
|
||
|
|
By:
|
|
/s/ DANIEL BORGES
|
|
|
|
|
Daniel Borges
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
|
|
Name
|
|
Title
|
|
Date
|
|
/s/ WILLIAM L. MEANEY
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 16, 2018
|
|
William L. Meaney
|
|
|
|
|
|
|
|
|
|
|
|
/s/ STUART B. BROWN
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 16, 2018
|
|
Stuart B. Brown
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL BORGES
|
|
Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
February 16, 2018
|
|
Daniel Borges
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JENNIFER M. ALLERTON
|
|
Director
|
|
February 16, 2018
|
|
Jennifer M. Allerton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ TED R. ANTENUCCI
|
|
Director
|
|
February 16, 2018
|
|
Ted R. Antenucci
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PAMELA M. ARWAY
|
|
Director
|
|
February 16, 2018
|
|
Pamela M. Arway
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CLARKE H. BAILEY
|
|
Director
|
|
February 16, 2018
|
|
Clarke H. Bailey
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KENT P. DAUTEN
|
|
Director
|
|
February 16, 2018
|
|
Kent P. Dauten
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PAUL F. DENINGER
|
|
Director
|
|
February 16, 2018
|
|
Paul F. Deninger
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
/s/ PER-KRISTIAN HALVORSEN
|
|
Director
|
|
February 16, 2018
|
|
Per-Kristian Halvorsen
|
|
|
|
|
|
|
|
|
|
|
|
/s/ WENDY J. MURDOCK
|
|
Director
|
|
February 16, 2018
|
|
Wendy J. Murdock
|
|
|
|
|
|
|
|
|
|
|
|
/s/ WALTER C. RAKOWICH
|
|
Director
|
|
February 16, 2018
|
|
Walter. C. Rakowich
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ALFRED J. VERRECCHIA
|
|
Director
|
|
February 16, 2018
|
|
Alfred J. Verrecchia
|
|
|
|
|
(1)
|
This offer does not require a prospectus to be submitted for approval to the Autorité des Marchés Financiers (“AMF”);
|
(2)
|
The Recipient may take part in the offer solely for his or her own account; and
|
(3)
|
Any financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
|
(1)
|
This offer does not require a prospectus to be submitted for approval to the Autorité des Marchés Financiers (“AMF”);
|
(2)
|
The Optionee may take part in the offer solely for his or her own account; and
|
(3)
|
Any financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
|
> 90th Percentile
|
200%
|
75th Percentile
|
150%
|
50th Percentile
|
100%
|
30th Percentile
|
50%
|
≤ 30th Percentile
|
0%
|
where:
|
IMI Return equals total shareholder return of Iron Mountain Incorporated Stock (assuming reinvestment of dividends) with respect to the Performance Period and 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; and
|
Restatement Date
|
As of January 1, 2018
|
Eligibility
|
All non-employee Directors
|
Annual Board Retainer
|
$80,000 per year; paid in advance in quarterly installments
|
Annual Committee Retainers
|
In addition to the Annual Board Retainer, a $13,500 per year retainer for members of the Audit Committee, a $12,500 per year retainer for members of the Compensation Committee, a $10,000 per year retainer for members of the 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 $125,000 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 $150,000 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)
|
1.
|
the AMENDED AND RESTATED PARENT GUARANTY, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Parent Guaranty
”), made among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “
Parent
”), JPMORGAN CHASE BANK, N.A., as agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “
Administrative Agent
”); and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as agent for the Canadian lenders or other Canadian financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “
Canadian Administrative Agent
”);
|
2.
|
the AMENDED AND RESTATED COMPANY GUARANTY, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Company Guaranty
”), made among IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the “
Company
”), the Administrative Agent and the Canadian Administrative Agent;
|
3.
|
the AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Subsidiary Guaranty
”, and, together with the Parent Guaranty and the Company Guaranty, the “Guaranties”, and each a “
Guaranty
”), among each of the corporations and limited liability companies from time to time party thereto as subsidiary guarantors, of whom the applicable parties are identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (each such identified party, a “
Subsidiary Guarantor
” and, collectively, the “
Subsidiary Guarantors
” and, collectively with the Parent and the Company, the “
Guarantors
”), the Administrative Agent and the Canadian Administrative Agent;
|
4.
|
the AMENDED AND RESTATED PARENT PLEDGE AGREEMENT, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Parent Pledge Agreement
”), between the Parent and the Administrative Agent;
|
5.
|
the AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Company Pledge Agreement
”), between the Company and the Administrative Agent;
|
6.
|
the AMENDED AND RESTATED SUBSIDIARY PLEDGE AGREEMENT, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Subsidiary Pledge Agreement
”), among the Subsidiary Guarantors and the Administrative Agent; and
|
7.
|
the AMENDED AND RESTATED CANADIAN BORROWER PLEDGE AGREEMENT, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time, including this Acknowledgment, the “
Canadian Borrower Pledge Agreement
”, and together with the Parent Pledge Agreement, the Company Pledge Agreement and the Subsidiary Pledge Agreement, the “
Security Documents
” and each a “
Security Document
”), among each of the companies identified under the caption “CANADIAN BORROWERS” on the signature pages hereto (each individually, a “
Canadian Borrower
” and, collectively, the “
Canadian Borrowers
” and collectively with the Parent, the Company and the Subsidiary Guarantors, the “
Relevant Obligors
”) and the Canadian Administrative Agent.
|
(A)
|
all of its obligations, liabilities and indebtedness under such Guaranty or Security Document remain in full force and effect on a continuous basis after giving effect to the Amendment;
|
(B)
|
it ratifies the Guaranties and the Security Documents to which it is a party;
|
(C)
|
all of the Liens and security interests created and arising under such Security Document remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority, after giving effect to the Amendment, as collateral security for the Secured Obligations (as such term is defined in such Security Document); and
|
(D)
|
it agrees that each of the representations and warranties made by such Relevant Obligor in or pursuant to the Guaranty or Security Document to which it is a party is true and correct in all material respects (or if qualified by materiality, is true and correct in all respects as so qualified) on and as of the date hereof as if made on and as of the date hereof, except to the extent expressly made as of an earlier date, in which case such representations and warranties were so true and correct as of such earlier date.
|
I.
PARTIES
|
|
Borrower:
|
The Parent (the “
Borrower
”)
|
Guarantors:
|
Each of the entities that (i) is a guarantor (a “
Notes Guarantor
”) as of the date hereof under the Senior Indenture, dated as of September 18, 2017, among the Parent, as issuer and Wells Fargo Bank, National Association, as trustee and each of the Notes Guarantors party thereto, with respect to the 4.875% Senior Notes Due 2027 (the “
Senior Unsecured Indenture
”), (ii) to the extent not a Notes Guarantor under the Senior Unsecured Indenture as of the date hereof, any direct or indirect domestic subsidiary of the Parent that, after the date hereof, is required to become a Notes Guarantor under the Senior Unsecured Indenture as in effect on the date hereof and (iii) is (or is required to become) a guarantor of senior notes issued by the Parent after the Closing Date (the entities in clauses (i) through (iii), the “
Guarantors
”).
|
Joint Lead Arrangers and Joint Bookrunners:
|
Barclays Bank PLC (“
Barclays
”) and JPMorgan Chase Bank, N.A. (“
JPMorgan
”), as joint lead arrangers and joint bookrunners (in such capacity, the “
Lead Arrangers
”)
|
Administrative Agent:
|
Barclays (in such capacity, the “
Administrative Agent
”).
|
Lenders:
|
The Initial Lenders and a syndicate of banks, financial institutions and other entities, arranged by the Lead Arrangers in consultation with the Parent (collectively, the “
Lenders
”).
|
II.
BRIDGE FACILITY
|
|
Type and Amount:
|
A term facility in the amount of up to $1,100,000,000 (the “
Bridge Facility
”; the loans thereunder, the “
Bridge Loans
”).
|
Availability:
|
One drawing in U.S. dollars may be made under the Bridge Facility on the Closing Date (as defined below).
|
Maturity:
|
The Bridge Loans shall mature and, to the extent then outstanding, be payable in full on the date that is 364 days after the Closing Date (the “
Initial Bridge Loan Maturity Date
” and as may be extended as provided below, the “
Maturity Date
”);
provided
that, upon the Parent’s request, the Initial Bridge Loan Maturity Date may be extended by one year subject to the following: (i) such extension request must be made no earlier than 60 days before the Initial Bridge Loan Maturity Date and no later than 30 days before the Initial Bridge Loan Maturity Date, (ii) no default or event of default is in existence at the time of, or would be in existence after giving effect to, such extension, (iii) the representations and warranties in the Bridge Facility Documentation shall be accurate both before and after giving effect to such extension, and (iv) payment by the Parent of an extension fee to each Lender in an amount equal to 1.00% of the Bridge Loans of such Lender outstanding on the Initial Bridge Loan Maturity Date.
|
Purpose:
|
The proceeds of the Bridge Loans shall be used to fund, in part, the Acquisition (including the refinancing of certain existing indebtedness of IO Data Centers, LLC (the “
Target
”) or its subsidiaries and to pay all or a portion of the costs incurred by the Parent or any of its subsidiaries in connection with the Transactions.
|
III.
CERTAIN PAYMENT PROVISIONS
|
|
Fees and Interest Rates:
|
As set forth on Schedule I.
|
Repayment of Loans:
|
All Bridge Loans outstanding will be payable in full on the Maturity Date.
|
Optional Prepayments and Commitment Reductions:
|
The Bridge Loans may be prepaid, and Bridge Commitments may be reduced, in whole or in part at any time without penalty or premium. Optional prepayments of the Bridge Loans may not be reborrowed.
|
Mandatory Prepayments and Commitment Reductions:
|
After the Closing Date, the aggregate Bridge Loans shall be prepaid (including any accrued and unpaid interest thereon), in each case, on a dollar-for-dollar basis, by the following amounts, within one business day of receipt of such amount:
|
|
1.
Incurrence of Indebtedness
: 100.0% of the net cash proceeds actually received by the Parent or any of its subsidiaries from the incurrence of indebtedness for borrowed money (including hybrid securities and debt securities convertible to equity) by the Parent or any of its subsidiaries, but excluding: (x) intercompany debt of the Parent or any of its subsidiaries and (y) borrowings permitted pursuant to Sections 9.08(i) (other than increases to the Revolving Commitments (as defined in the Credit Agreement) pursuant to Section 2.01(b) of the Credit Agreement or the borrowing of Incremental Term Loans (as defined in the Credit Agreement) pursuant to Section 2.01(c) of the Credit Agreement), (ii), (v) (other than items (g) and (k) of such Section 9.08(v)), (vi) (so long as, after giving effect to such incurrence, the outstanding principal amount of all such indebtedness incurred after the Acceptance Date does not exceed $200,000,000) and (vii) (in respect of any Accounts Receivable Financings (as defined in the Credit Agreement as in effect on the date hereof)) of the Credit Agreement.
|
|
2.
Equity Offerings
: 100.0% of the net cash proceeds actually received from the issuance of any equity securities by the Parent or any of its subsidiaries (other than issuances pursuant to employee stock plans or other benefit or employee incentive arrangements).
|
|
3.
Asset Sales
: Subject to the prior application of such net cash proceeds in accordance with Section 3.02 of the Credit Agreement, 100.0% of the net cash proceeds actually received from asset dispositions, subject to certain exceptions and reinvestment rights (substantially identical to the Credit Agreement).
|
|
All mandatory prepayments and commitment reductions will be applied without penalty or premium (except for breakage costs and accrued interest, if any, and as otherwise provided herein). Mandatory prepayments of the Bridge Loans may not be reborrowed.
|
|
For the avoidance of doubt, the Bridge Commitments shall be permanently reduced upon the making of the Bridge Loans on the Closing Date.
|
IV.
COLLATERAL
|
The obligations under the Bridge Facility will be unsecured.
|
V.
CERTAIN CONDITIONS
|
|
Conditions to Funding:
|
The making of the Bridge Loans will be conditioned upon satisfaction of customary closing conditions, including consummation of the acquisition of the Target substantially concurrent with the funding of the Bridge Loans (the date upon which all such conditions shall be satisfied and the Bridge Loans are funded, the “
Closing Date
”) on or before the Expiration Date.
|
VI.
CERTAIN DOCUMENTATION MATTERS
|
|
Bridge Facility Documentation:
|
Subject to customary limited conditionality provisions with respect to the acquisition of the Target, and changes to reflect that the Bridge Facility is unsecured, the terms of the Bridge Facility Documentation will be substantially similar to the Credit Agreement and to the existing documentation related thereto (with such additional changes as may be agreed upon by the Borrower and the Administrative Agent).
|
|
|
|
|
Interest Rate Options
:
|
The Borrower may elect that the Bridge Loans bear interest at a rate per annum equal to (x) the ABR plus the Applicable Margin or (y) the Eurocurrency Rate plus the Applicable Margin;
As used herein:
“
ABR
” means the highest of (i) the Prime Rate (as defined below), (ii) the federal funds effective rate from time to time plus 0.5% (
provided
that the federal funds effective rate shall never be less than zero) and (iii) the one-month Eurocurrency Rate
plus
1.00%.
“
Applicable Margin
” means initially, 2.00% in the case of ABR Loans and 3.00% in the case of Eurocurrency Loans;
provided
that the Applicable Margin shall increase by 0.50% on the date that is 90 days following the Closing Date and by an additional 0.50% at the end of each 90 day period thereafter:
“
Eurocurrency Rate
” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) as administered by the ICE Benchmark Administration, for deposits in the relevant currency for a period equal to one, two, three, six or (if acceptable to each Lender), twelve months (as selected by the Borrower) appearing on the Reuters Screen LIBOR01 Page or LIBOR02 Page (or an interpolated rate if such screen rates are not available);
provided
that the Eurocurrency Rate shall never be less than zero.
“
Prime Rate
” means the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).
|
Interest Payment Dates
:
|
In the case of Loans bearing interest based upon the ABR (“
ABR Loans
”), quarterly in arrears.
In the case of Loans bearing interest based upon the Eurocurrency Rate (“
Eurocurrency Loans
”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
|
Duration Fee
:
|
The Parent will pay to each Lender, calculated based on the outstanding amount of such Lender’s Bridge Loans, duration fees as follows: (a) 0.25% of the aggregate principal amount of the Bridge Loans held by such Lender on the date that is 90 days after the Closing Date, (b) 0.25% of the aggregate principal amount of the Bridge Loans held by such Lender on the date that is 180 days after the Closing Date and (c) 0.50% of the aggregate principal amount of the Bridge Loans held by such Lender on the date that is 270 days after the Closing Date (the “
Duration Fee
”).
|
Default Rate
:
|
At any time when the Borrower is in default in the payment of any amount due under the Bridge Facility, the Bridge Loans shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.
|
Rate and Fee Basis
:
|
All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.
|
Unavailability of
Eurocurrency or Other Rates:
|
Substantially the same as the Credit Agreement, with such modifications as may be agreed based on the most recent provisions customarily utilized by the Administrative Agent (which may include provisions for establishing alternate rates of interest in addition to, or instead of, those of the Credit Agreement).
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision (Benefit) for Income Taxes and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on Sale of Real Estate
|
$
|
159,871
|
|
|
$
|
223,373
|
|
|
$
|
162,066
|
|
|
$
|
146,644
|
|
|
$
|
216,105
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on Sale of Real Estate(1)
|
1,847
|
|
|
10,512
|
|
|
1,059
|
|
|
2,310
|
|
|
1,565
|
|
|||||
Fixed Charges
|
335,637
|
|
|
345,781
|
|
|
344,606
|
|
|
417,774
|
|
|
470,376
|
|
|||||
|
$
|
497,355
|
|
|
$
|
579,666
|
|
|
$
|
507,731
|
|
|
$
|
566,728
|
|
|
$
|
688,046
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest Expense, Net
|
$
|
254,174
|
|
|
$
|
260,717
|
|
|
$
|
263,871
|
|
|
$
|
310,662
|
|
|
$
|
353,575
|
|
Interest Portion of Rent Expense
|
81,463
|
|
|
85,064
|
|
|
80,735
|
|
|
107,112
|
|
|
116,801
|
|
|||||
|
$
|
335,637
|
|
|
$
|
345,781
|
|
|
$
|
344,606
|
|
|
$
|
417,774
|
|
|
$
|
470,376
|
|
Ratio of Earnings to Fixed Charges
|
1.5x
|
|
|
1.7x
|
|
|
1.5x
|
|
|
1.4x
|
|
|
1.5x
|
|
(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, 2013, 2014, 2015, 2016 and 2017 are $430, $2,205, $209, $130 and $0, respectively.
|
Name
|
|
Jurisdiction
|
Iron Mountain Argentina S.A.
|
|
Argentina
|
Iron Mountain Australia Property Holdings Pty Ltd
|
|
Australia
|
Iron Mountain Acquisition Holdings Pty. Ltd.
|
|
Australia
|
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 Overseas Holdings Pty Limited
|
|
Australia
|
Iron Mountain Australia Group Services Pty. Ltd.
(fka Tape Management Services Pty Ltd )
|
|
Australia
|
KDM Spectrumdata Pty Ltd
|
|
Australia
|
Recall Holdings Limited
|
|
Australia
|
Recall International Pty Limited
|
|
Australia
|
The Coding Company Pty Ltd
|
|
Australia
|
Recall Finance Pty Ltd
|
|
Australia
|
Iron Mountain Austria Archivierung GmbH
|
|
Austria
|
Iron Mountain Belgium NV
|
|
Belgium
|
Iron Mountain BPM SPRL
|
|
Belgium
|
Iron Mountain Belgium NV, Belgium Branch
(fka Recall France SA, Belgium Branch)
|
|
Belgium
|
Iron Mountain do Brasil Ltda
|
|
Brazil
|
Iron Mountain Canada Operations ULC
|
|
Canada
|
Iron Mountain Information Management Services Canada, Inc.
|
|
Canada
|
Iron Mountain Secure Shredding Canada, Inc.
|
|
Canada
|
Administradora de Informacion Ltda
|
|
Chile
|
Custodia S.O.S. SA
|
|
Chile
|
Iron Mountain Chile S.A.
|
|
Chile
|
Iron Mountain Chile Servicios S.A.
|
|
Chile
|
Storbox SA
|
|
Chile
|
Pipax Security S.A.
|
|
Chile
|
Iron Mountain Records Management (Shanghai) Co., Ltd.
(fka Databox Records Management (Shanghai) Co., Ltd.)
|
|
China
|
Iron Mountain Shanghai Co Ltd
|
|
China
|
Recall (Shanghai) Ltd.
|
|
China
|
Iron Mountain Colombia, S.A.S.
|
|
|
Iron Mountain EES Holdings Ltd.
|
|
Cyprus
|
Fileminders Limited
|
|
Cyprus
|
Helcom Limited
|
|
Cyprus
|
Iron Mountain Ceska Republika S.R.O.
|
|
Czech Republic
|
Royal Seal S.R.O.
|
|
Czech Republic
|
Iron Mountain A/S
|
|
Denmark
|
Recall A/S
|
|
Denmark
|
Name
|
|
Jurisdiction
|
AB Archyvu Sistemos, Estonia Branch
|
|
Estonia
|
IM Tape Storage Oy (fka Iron Mountain Finland OY)
|
|
Finland
|
Iron Mountain Finland Oy (fka Recall Finland OY)
|
|
Finland
|
Iron Mountain Holdings (France) SNC
|
|
France
|
Iron Mountain France S.A.S.
|
|
France
|
Iron Mountain Participations SA
|
|
France
|
Capital Vision Holdings SAS
|
|
France
|
Capital Vision SAS
|
|
France
|
Iron Mountain Deutschland GmbH
|
|
Germany
|
Iron Mountain (Deutschland) Service GmbH
|
|
Germany
|
Iron Mountain (Gibraltar) Holdings Limited
|
|
Gibraltar
|
Iron Mountain Hellas SA
|
|
Greece
|
Mad Dog Records Management SA
|
|
Greece
|
Iron Mountain Asia Pacific Holdings Ltd
|
|
Hong Kong
|
Iron Mountain Southeast Asia Holdings Limited
|
|
Hong Kong
|
Jin Shan Limited
|
|
Hong Kong
|
Iron Mountain Hong Kong Ltd. (fka Recall Hong Kong Ltd.)
|
|
Hong Kong
|
Bonded Services International Limited
|
|
Hong Kong
|
DocuTár Iratrendezõ és Tároló Szolgáltató Kft.
|
|
Hungary
|
Iron Mountain Magyarország Kereskedelmi és Szolgáltató Kft.
|
|
Hungary
|
Docugroup Papir Szolgatato Kft.
|
|
Hungary
|
Iron Mountain India Private Ltd
|
|
India
|
Iron Mountain Services Private Ltd
|
|
India
|
Recall India Information Management Pvt. Ltd.
|
|
India
|
Recall Total Information Management India Pvt. Ltd.
|
|
India
|
OEC Records Management Company Private Limited
|
|
India
|
PT Santa Fe Properties
|
|
Indonesia
|
Horanross Limited
|
|
Ireland
|
Iron Mountain Ireland Holdings Limited
|
|
Ireland
|
Iron Mountain Ireland Limited
|
|
Ireland
|
Record Data Limited
|
|
Ireland
|
Iron Mountain (Ireland) Services Limited
|
|
Ireland
|
Recall Italia SRL
|
|
Italy
|
Silver Sky Limited
|
|
Jersey
|
AS Archivu Serviss
|
|
Latvia
|
Iron Mountain Lesotho (Proprietry) Limited
(fka 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
|
Iron Mountain Luxembourg Sarl
|
|
Luxembourg
|
Iron Mountain BPM International Sarl
|
|
Luxembourg
|
Iron Mountain Luxembourg Services S.a.r.l.
|
|
Luxembourg
|
Iron Mountain South America Sarl
(fka Iron Mountain South America Ltd.)
|
|
Luxembourg
|
Name
|
|
Jurisdiction
|
Marshgate Morangis Sarl
|
|
Luxembourg
|
Iron Mountain Macau Limited
|
|
Macau
|
Prism Integrated Sdn Bhd
|
|
Malaysia
|
Recall Corporation Sdn. Bhd.
|
|
Malaysia
|
Recall Enterprises Sdn. Bhd.
|
|
Malaysia
|
Iron Mountain Mexico Holding, S. de RL de CV
|
|
Mexico
|
Iron Mountain Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Iron Mountain Mexico Servicios, S. de RL de CV
|
|
Mexico
|
Iron Mountain Nederland B.V.
|
|
Netherlands
|
Iron Mountain Nederland Holdings B.V.
|
|
Netherlands
|
Iron Mountain (Nederland) Services BV
|
|
Netherlands
|
Iron Mountain International Holdings BV
|
|
Netherlands
|
Bonded Services (International) B.V.
|
|
Netherlands
|
Iron Mountain New Zealand Limited (fka Recall New Zealand Ltd)
|
|
New Zealand
|
Iron Mountain Norge AS
|
|
Norway
|
IMSA Peru SRL
|
|
Peru
|
Iron Mountain Peru S.A.
|
|
Peru
|
Failin Bisnes, S.A.C.
|
|
Peru
|
Iron Mountain Philippines Inc.
|
|
Philippines
|
Iron Mountain Poland Holdings Ltd
|
|
Poland
|
Iron Mountain Polska Sp. z.o.o.
|
|
Poland
|
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
|
Iron Mountain SRL
|
|
Romania
|
Recall Information Services SRL
|
|
Romania
|
Iron Mountain d.o.o. Beograd
|
|
Serbia
|
Data Outsourcing Centre doo
|
|
Serbia
|
Iron Mountain Data Centre Pte. Limited
|
|
Singapore
|
Recall Asia Pte Limited
|
|
Singapore
|
Recall Total Information Mgt Pte Ltd
|
|
Singapore
|
Iron Mountain Slovakia, s.r.o.
|
|
Slovakia
|
Docu-File Cape Town Proprietary Limited
|
|
South Africa
|
Docu-File JHB Proprietary Limited
|
|
South Africa
|
Docuscan Proprietary Limited
|
|
South Africa
|
Iron Mountain South Africa (Pty) Ltd
(fka Docufile Services Proprietary Limited)
|
|
South Africa
|
Iron Mountain South Africa Holdings (Pty) Ltd
(fka Docufile Holdings (Proprietary) Limited)
|
|
South Africa
|
Iron Mountain South Africa Information Management (Pty) Ltd
(fka Docu-File Durban Proprietary Limited)
|
|
South Africa
|
Iron Mountain South Africa Records Management (Pty) Ltd
(fka Docuscan Cape Town Proprietary Limited)
|
|
South Africa
|
Shred-It South Africa (Pty) Ltd
|
|
South Africa
|
Iron Mountain Korea Limited
|
|
South Korea
|
Iron Mountain Espana SA
|
|
Spain
|
Iron Mountain (España) Services, S.L
|
|
Spain
|
Name
|
|
Jurisdiction
|
Iron Mountain Latin America Holdings, Sociedad Limitada
|
|
Spain
|
Iron Mountain Document Holdings Sweden AB
(fka Document Holdings Sweden AB)
|
|
Sweden
|
Iron Mountain Holdings Sweden AB (fka Recall Holdings Sweden AB)
|
|
Sweden
|
Iron Mountain Sweden AB (fka Recall Sweden AB)
|
|
Sweden
|
IM Close GmbH (fka Iron Mountain Switzerland GmbH)
|
|
Switzerland
|
Iron Mountain Management Services GmbH
|
|
Switzerland
|
Iron Mountain (Schweiz) AG (fka Sispace AG)
|
|
Switzerland
|
Iron Mountain Luxembourg Services S.a.r.l., Schaffhausen Branch
|
|
Switzerland
|
Fontis International GmbH
|
|
Switzerland
|
Iron Mountain International Information Management Co., Ltd.
|
|
Taiwan
|
Recall Taiwan Ltd.
|
|
Taiwan
|
Recall Enterprises (Thailand) Limited
|
|
Thailand
|
Iron Mountain Arsivleme Hizmetleri A.S.
|
|
Turkey
|
Endless Document Storage Services LLC
|
|
United Arab Emirates
|
Britannia Data Management Limited
|
|
United Kingdom
|
Iron Mountain (UK) PLC (fka Iron Mountain (UK) Limited)
|
|
United Kingdom
|
Iron Mountain Europe (Group) Limited
|
|
United Kingdom
|
Iron Mountain Group (Europe) Limited
|
|
United Kingdom
|
Iron Mountain Mayflower Limited
|
|
United Kingdom
|
Iron Mountain MDM Limited
|
|
United Kingdom
|
File Express Limited
|
|
United Kingdom
|
Preferred Media Ltd
|
|
United Kingdom
|
Recall (London) Limited
|
|
United Kingdom
|
Recall GQ Ltd
|
|
United Kingdom
|
Recall Limited
|
|
United Kingdom
|
Recall Shredding Limited
|
|
United Kingdom
|
Iron Mountain (UK) Data Centre Limited
|
|
United Kingdom
|
Iron Mountain (UK) Services Limited
|
|
United Kingdom
|
Iron Mountain Holdings (Europe) Limited
|
|
United Kingdom
|
Iron Mountain International (Holdings) Ltd
|
|
United Kingdom
|
Iron Mountain UK Services (Holdings) Ltd
|
|
United Kingdom
|
Iron Mountain (UK) EES Holdings Limited
|
|
United Kingdom
|
Bonded Services Acquisition Ltd.
|
|
United Kingdom
|
Bonded Services Group Limited
|
|
United Kingdom
|
Bonded Services International Limited
|
|
United Kingdom
|
Bonded Services Limited
|
|
United Kingdom
|
F.T.S. (Freight Forwarders) Limited
|
|
United Kingdom
|
F.T.S. (Great Britain) Limited
|
|
United Kingdom
|
F.T.S. (Road Transport) Limited
|
|
United Kingdom
|
Film Media Services Limited
|
|
United Kingdom
|
Filmbond Video Services Limited
|
|
United Kingdom
|
Fleet Freight Limited
|
|
United Kingdom
|
FTS Bonded Limited
|
|
United Kingdom
|
Global Logistics Worldwide Limited
|
|
United Kingdom
|
Name
|
|
Jurisdiction
|
International Distribution Services Ltd
|
|
United Kingdom
|
Jigsaw Freight Limited
|
|
United Kingdom
|
Jigsaw Pieces Limited
|
|
United Kingdom
|
Novo Group Limited
|
|
United Kingdom
|
Novo Holdings Limited
|
|
United Kingdom
|
Novo Overseas Limited
|
|
United Kingdom
|
Iron Mountain Europe Ltd. (fka Iron Mountain Europe PLC)
|
|
United Kingdom
|
Recall Europe Finance Ltd. (fka Recall Europe Finance Plc)
|
|
United Kingdom
|
Recall Europe Limited
|
|
United Kingdom
|
Iron Mountain Incorporated
|
|
United States
|
Iron Mountain Global Holdings, Inc.
|
|
United States
|
Iron Mountain Global LLC
|
|
United States
|
Iron Mountain Information Management, LLC
|
|
United States
|
Nettlebed Acquisition Corp.
|
|
United States
|
Iron Mountain Receivables QRS, LLC
|
|
United States
|
KH Data Capital Development Land, LLC
(fka Hayden Road Project LLC)
|
|
United States
|
Iron Mountain US Holdings Inc.
|
|
United States
|
Iron Mountain Mortgage Finance Holdings, LLC
|
|
United States
|
Iron Mountain Mortgage Finance I, LLC
|
|
United States
|
Iron Mountain Data Centers, LLC
|
|
United States
|
Iron Mountain Data Centers Services, LLC
|
|
United States
|
Film Bonded Services, Inc.
|
|
United States
|
Iron Mountain Fulfillment Services, Inc.
|
|
United States
|
Iron Mountain Information Management Services, Inc.
|
|
United States
|
Iron Mountain Intellectual Property Management, Inc.
|
|
United States
|
Iron Mountain Secure Shredding, Inc.
|
|
United States
|
Iron Mountain Receivables TRS, LLC
|
|
United States
|
Data Retention Services
|
|
United States
|
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 16, 2018
|
|
/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
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(b)
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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.
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Date: February 16, 2018
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/s/ STUART B. BROWN
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Stuart B. Brown
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Executive Vice President and Chief Financial Officer
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Date: February 16, 2018
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/s/ WILLIAM L. MEANEY
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William L. Meaney
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President and Chief Executive Officer
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Date: February 16, 2018
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/s/ STUART B. BROWN
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Stuart B. Brown
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Executive Vice President and Chief Financial Officer
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