(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, 2018
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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
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Smaller reporting company
o
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Emerging growth company
o
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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 or our internal records or information technology ("IT") systems and the impact of such incidents on our reputation and ability to compete;
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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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Driving Growth and Margins in Records and Information Management in Developed Markets -
We are focused on increasing revenues in developed markets such as the United States, Canada, western Europe, Australia and New Zealand, primarily through more targeted sales and marketing efforts to support sales to new customers that do not currently outsource some or all of their storage and information management needs to us, as well as gaining incremental volumes from existing customers and successful revenue management. We expect to continue to pursue attractive acquisitions, designed to optimize the utilization of our existing assets, expand our presence and better serve our customers, as well as invest in acquisitions of customer relationships and storage and information management services businesses. In our developed markets, we expect continuous improvement initiatives will continue to generate margin expansion opportunities.
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•
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Expansion of Records and Information Management in Emerging Markets -
Part of our strategy is to establish and enhance leadership positions in high-growth emerging markets such as central and eastern Europe, Latin America, Africa and Asia (excluding Australia and New Zealand, ("Emerging Markets")), primarily through acquisitions. In our existing Emerging Markets locations, we expect profits will grow as the local businesses achieve scale, and we will look to reinvest a portion of the cash flows generated to support the growth of these businesses.
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•
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Investing in Faster-Growing Businesses -
We continue to identify, acquire, incubate and scale complementary Adjacent Businesses ("ABs") to support our long-term growth objectives and drive solid returns on invested capital. The opportunities complementary to our business include entertainment, fine art and consumer storage and related services.
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•
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Continued Expansion of Data Center Business -
We have made significant progress through acquisitions and organic growth in scaling our data center business, which began as an AB but has now grown to such a size that we no longer consider it an AB. As of December 31, 2018, 91.4% of our capacity is leased, with total potential capacity of 324.9 megawatts.
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•
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North American Records and Information Management Business:
Our North American Records and Information Management Business segment includes three distinct offerings. First, we provide records and information management storage and related services, including the storage of physical records, including media such as microfilm and microfiche, 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 customers (“Records Management”) throughout the United States and Canada.
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•
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North American Data Management Business:
Our North American Data Management Business segment 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 Mountain Iron Cloud solution, (collectively, "Data Management").
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•
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Western European Business:
Our Western European Business segment provides Records Management, Data Management and IGDS throughout Austria, Belgium, France, Germany, Ireland, the Netherlands, Spain, Switzerland and the United Kingdom.
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•
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Other International Business:
Our Other International Business segment provides Records Management, Data Management and IGDS throughout the remaining European countries in which we operate, as well as the countries in which we operate in Latin America, Asia, the Middle East and Africa.
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•
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Global Data Center Business:
Our Global Data Center Business segment provides enterprise-class data center facilities to protect mission-critical assets and ensure the continued operation of our customers’ IT infrastructure, with secure and reliable colocation and wholesale options. As of December 31, 2018, we had data center operations in eight markets in the United States: Denver, Colorado; Kansas City, Missouri; Boston, Massachusetts; Boyers, Pennsylvania; Manassas, Virginia; Edison, New Jersey; Columbus, Ohio; and Phoenix and Scottsdale, Arizona and three international markets: Amsterdam, London, and Singapore.
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•
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Corporate and Other Business:
Our Corporate and Other Business segment 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 (“Entertainment Services”), throughout the United States, Canada, France, China - Hong Kong S.A.R., the Netherlands and the United Kingdom, and our fine art storage businesses and consumer storage businesses in the United States, Canada, Europe and China - Hong Kong S.A.R. These businesses represent the primary offerings of our Adjacent Businesses operating segment. Additionally, our Corporate and Other Business segment includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole. Our Corporate and Other Business segment also includes stock-based employee compensation expense associated with all stock options, restricted stock units, performance units and shares of stock issued under our employee stock purchase plan.
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•
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Large, Diversified, Global Business -
Our mission-critical storage offerings and related services generated more than $4.2 billion in annual revenue in 2018. Our business has a highly diverse customer base of approximately 225,000 customers - with no single customer accounting for more than 1% of revenue - and operates in approximately 50 countries globally.
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•
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Recurring, Durable Revenue Stream -
We generate a majority of our revenues from fixed periodic, usually monthly storage rental fees, via contracts that generally range from one-five years in length. Historically, we have seen strong customer retention (of approximately 98%) and solid physical records retention; more than 50% of physical records that entered our facilities 15 years ago, are still with us today.
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•
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Significant Owner and Operator of Real Estate -
We operate approximately 90 million square feet of real estate in over 1,400 facilities worldwide. Our owned real estate footprint spans nearly 30 million square feet and is concentrated in major metropolitan statistical areas in North America, Western Europe and Latin America.
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•
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Limited Revenue Cyclicality -
Historically, economic downturns have not significantly affected our storage rental business. Due to the stability in our total global physical records volumes, the success of our revenue management, and the growth of our data center business, we believe we can continue to grow storage rental revenue over time.
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•
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Shifting Revenue Mix -
Our growth portfolio, which consists of our business in Emerging Markets, our data center business, and our Adjacent Businesses, comprised 19% of our total revenue in 2018, and grew 7% year over year, on an internal basis. We expect our growth portfolio to comprise an increasingly larger percentage of our overall business in the coming years.
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•
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our inability to identify suitable companies to acquire or invest in;
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•
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our inability to complete acquisitions or investments on satisfactory terms;
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•
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our inability to structure investments or acquisitions in a manner that complies with our debt covenants and is consistent with our leverage ratio goals;
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•
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our inability to successfully expand our infrastructure and sales force to support growth;
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•
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failure to achieve satisfactory returns on acquired companies, particularly in markets where we do not currently operate;
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•
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incurring 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;
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•
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distraction of management from current operations;
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•
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increasing our leverage;
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•
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insufficient revenues to offset expenses and liabilities associated with new investments; and
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•
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our inability to attract, develop and retain skilled employees to lead and support new initiatives.
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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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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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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 and benefits 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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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, hurricanes and 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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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 and strategic opportunities, including acquisitions, further organic development of our data center business and expansions into adjacent businesses, and other general corporate requirements, including possible required repurchases, redemptions or prepayments 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 that could place us at a disadvantage to our competitors with less debt and who, therefore, may be able to take advantage of opportunities that our indebtedness prevents us from pursuing.
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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;
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•
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sell, transfer or exchange assets;
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•
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guarantee certain indebtedness;
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•
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make acquisitions and other investments; and
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•
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enter into partnerships and joint ventures.
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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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14
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570,701
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|
6
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|
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897,932
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20
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1,468,633
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Arkansas
|
2
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63,604
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|
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—
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|
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—
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2
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|
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63,604
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California
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67
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4,306,926
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15
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1,964,572
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82
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6,271,498
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Colorado
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10
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518,969
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|
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6
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517,700
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|
|
16
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|
|
1,036,669
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Connecticut
|
5
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|
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226,714
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|
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6
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665,013
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11
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|
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891,727
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Delaware
|
4
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|
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309,067
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|
|
1
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|
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120,921
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|
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5
|
|
|
429,988
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District of Columbia
|
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
|
35
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|
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2,390,714
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|
|
5
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|
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263,930
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|
|
40
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|
|
2,654,644
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Georgia
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11
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|
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914,206
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5
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265,049
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|
|
16
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|
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1,179,255
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Idaho
|
1
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|
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60,021
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|
|
—
|
|
|
—
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|
|
1
|
|
|
60,021
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|
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Illinois
|
17
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|
|
1,274,382
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|
|
7
|
|
|
1,309,975
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|
|
24
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|
|
2,584,357
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Indiana
|
5
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|
|
213,010
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|
|
1
|
|
|
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
|
|
|
14,200
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|
|
3
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|
|
159,338
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Kansas
|
3
|
|
|
288,919
|
|
|
—
|
|
|
—
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|
|
3
|
|
|
288,919
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|
|
Kentucky
|
3
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|
|
116,000
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|
|
4
|
|
|
418,760
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|
|
7
|
|
|
534,760
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Louisiana
|
8
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|
|
233,850
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|
|
2
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|
|
214,625
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|
|
10
|
|
|
448,475
|
|
|
Maine
|
—
|
|
|
—
|
|
|
1
|
|
|
95,000
|
|
|
1
|
|
|
95,000
|
|
|
Maryland
|
17
|
|
|
1,726,050
|
|
|
3
|
|
|
327,258
|
|
|
20
|
|
|
2,053,308
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|
|
Massachusetts (including Corporate Headquarters)
|
8
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|
|
545,039
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|
|
8
|
|
|
1,173,503
|
|
|
16
|
|
|
1,718,542
|
|
|
Michigan
|
15
|
|
|
857,563
|
|
|
6
|
|
|
345,736
|
|
|
21
|
|
|
1,203,299
|
|
|
Minnesota
|
12
|
|
|
878,474
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
878,474
|
|
|
Mississippi
|
2
|
|
|
171,000
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
171,000
|
|
|
Missouri
|
11
|
|
|
1,270,738
|
|
|
4
|
|
|
373,120
|
|
|
15
|
|
|
1,643,858
|
|
|
Montana
|
3
|
|
|
35,990
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
35,990
|
|
|
Nebraska
|
1
|
|
|
34,560
|
|
|
3
|
|
|
316,970
|
|
|
4
|
|
|
351,530
|
|
|
Nevada
|
7
|
|
|
276,520
|
|
|
1
|
|
|
107,041
|
|
|
8
|
|
|
383,561
|
|
|
New Hampshire
|
—
|
|
|
—
|
|
|
1
|
|
|
146,467
|
|
|
1
|
|
|
146,467
|
|
|
New Jersey
|
31
|
|
|
2,379,177
|
|
|
11
|
|
|
2,285,095
|
|
|
42
|
|
|
4,664,272
|
|
|
New Mexico
|
1
|
|
|
37,000
|
|
|
2
|
|
|
109,473
|
|
|
3
|
|
|
146,473
|
|
|
New York
|
24
|
|
|
1,248,463
|
|
|
13
|
|
|
1,186,266
|
|
|
37
|
|
|
2,434,729
|
|
|
North Carolina
|
19
|
|
|
976,504
|
|
|
3
|
|
|
150,624
|
|
|
22
|
|
|
1,127,128
|
|
|
North Dakota
|
1
|
|
|
5,361
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5,361
|
|
|
Ohio
|
12
|
|
|
763,405
|
|
|
8
|
|
|
686,378
|
|
|
20
|
|
|
1,449,783
|
|
|
Oklahoma
|
4
|
|
|
170,428
|
|
|
3
|
|
|
140,000
|
|
|
7
|
|
|
310,428
|
|
|
Oregon
|
12
|
|
|
407,680
|
|
|
1
|
|
|
55,621
|
|
|
13
|
|
|
463,301
|
|
|
Pennsylvania
|
21
|
|
|
1,679,360
|
|
|
10
|
|
|
2,771,483
|
|
|
31
|
|
|
4,450,843
|
|
|
Puerto Rico
|
6
|
|
|
255,089
|
|
|
1
|
|
|
54,352
|
|
|
7
|
|
|
309,441
|
|
|
Rhode Island
|
3
|
|
|
130,559
|
|
|
1
|
|
|
12,748
|
|
|
4
|
|
|
143,307
|
|
|
South Carolina
|
5
|
|
|
318,475
|
|
|
2
|
|
|
214,238
|
|
|
7
|
|
|
532,713
|
|
|
Tennessee
|
4
|
|
|
166,993
|
|
|
5
|
|
|
153,659
|
|
|
9
|
|
|
320,652
|
|
|
Texas
|
41
|
|
|
2,086,367
|
|
|
28
|
|
|
2,343,171
|
|
|
69
|
|
|
4,429,538
|
|
|
Utah
|
2
|
|
|
78,148
|
|
|
1
|
|
|
90,553
|
|
|
3
|
|
|
168,701
|
|
|
Vermont
|
2
|
|
|
55,200
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,200
|
|
|
Virginia
|
14
|
|
|
690,984
|
|
|
7
|
|
—
|
|
605,566
|
|
|
21
|
|
|
1,296,550
|
|
Washington
|
5
|
|
|
298,555
|
|
|
6
|
|
|
472,896
|
|
|
11
|
|
|
771,451
|
|
|
West Virginia
|
3
|
|
|
174,929
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
174,929
|
|
|
Wisconsin
|
6
|
|
|
316,857
|
|
|
1
|
|
|
10,655
|
|
|
7
|
|
|
327,512
|
|
|
|
484
|
|
|
30,021,074
|
|
|
190
|
|
|
21,024,677
|
|
|
674
|
|
|
51,045,751
|
|
|
Canada
|
54
|
|
|
3,211,871
|
|
|
16
|
|
|
1,783,258
|
|
|
70
|
|
|
4,995,129
|
|
|
|
538
|
|
|
33,232,945
|
|
|
206
|
|
|
22,807,935
|
|
|
744
|
|
|
56,040,880
|
|
|
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
|
49
|
|
|
3,271,802
|
|
|
2
|
|
|
33,845
|
|
|
51
|
|
|
3,305,647
|
|
|
Austria
|
1
|
|
|
3,300
|
|
|
1
|
|
|
30,000
|
|
|
2
|
|
|
33,300
|
|
|
Belgium
|
4
|
|
|
202,106
|
|
|
1
|
|
|
104,391
|
|
|
5
|
|
|
306,497
|
|
|
Brazil
|
43
|
|
|
2,961,225
|
|
|
7
|
|
|
324,655
|
|
|
50
|
|
|
3,285,880
|
|
|
Chile
|
11
|
|
|
420,084
|
|
|
7
|
|
|
260,147
|
|
|
18
|
|
|
680,231
|
|
|
China Mainland (including China-Taiwan and China-Macau S.A.R.)
|
42
|
|
|
1,197,112
|
|
|
1
|
|
|
20,518
|
|
|
43
|
|
|
1,217,630
|
|
|
China - Hong Kong S.A.R.
|
9
|
|
|
796,630
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
796,630
|
|
|
Colombia
|
19
|
|
|
647,054
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
647,054
|
|
|
Croatia
|
—
|
|
|
—
|
|
|
1
|
|
|
36,447
|
|
|
1
|
|
|
36,447
|
|
|
Cyprus
|
1
|
|
|
27,986
|
|
|
2
|
|
|
43,648
|
|
|
3
|
|
|
71,634
|
|
|
Czech Republic
|
9
|
|
|
187,042
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
187,042
|
|
|
Denmark
|
3
|
|
|
161,361
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
161,361
|
|
|
England
|
54
|
|
|
2,777,858
|
|
|
26
|
|
|
1,615,623
|
|
|
80
|
|
|
4,393,481
|
|
|
Estonia
|
1
|
|
|
38,861
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
38,861
|
|
|
Finland
|
3
|
|
|
132,352
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
132,352
|
|
|
France
|
33
|
|
|
2,342,557
|
|
|
12
|
|
|
936,486
|
|
|
45
|
|
|
3,279,043
|
|
|
Germany
|
15
|
|
|
705,726
|
|
|
2
|
|
—
|
|
93,226
|
|
|
17
|
|
|
798,952
|
|
Greece
|
4
|
|
|
291,273
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
291,273
|
|
|
Hungary
|
7
|
|
|
350,898
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
350,898
|
|
|
India
|
93
|
|
|
2,819,427
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
2,819,427
|
|
|
Indonesia
|
2
|
|
|
80,988
|
|
|
1
|
|
|
37,674
|
|
|
3
|
|
|
118,662
|
|
|
Ireland
|
6
|
|
|
157,153
|
|
|
3
|
|
—
|
|
158,558
|
|
|
9
|
|
|
315,711
|
|
Latvia
|
1
|
|
|
24,768
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
24,768
|
|
|
Lithuania
|
2
|
|
|
60,543
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
60,543
|
|
|
Malaysia
|
8
|
|
|
437,335
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
437,335
|
|
|
Mexico
|
10
|
|
|
475,341
|
|
|
8
|
|
|
585,885
|
|
|
18
|
|
|
1,061,226
|
|
|
The Netherlands
|
9
|
|
|
670,006
|
|
|
3
|
|
|
102,199
|
|
|
12
|
|
|
772,205
|
|
|
New Zealand
|
6
|
|
|
413,959
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
413,959
|
|
|
Northern Ireland
|
2
|
|
|
55,310
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
55,310
|
|
|
Norway
|
5
|
|
|
199,219
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
199,219
|
|
|
Peru
|
3
|
|
|
60,652
|
|
|
10
|
|
|
433,770
|
|
|
13
|
|
|
494,422
|
|
|
Philippines
|
10
|
|
|
277,482
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
277,482
|
|
|
Poland
|
20
|
|
|
760,901
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
760,901
|
|
|
Romania
|
9
|
|
|
477,686
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
477,686
|
|
|
Scotland
|
4
|
|
|
155,211
|
|
|
3
|
|
|
136,378
|
|
|
7
|
|
|
291,589
|
|
|
Serbia
|
2
|
|
|
75,217
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
75,217
|
|
|
Singapore
|
4
|
|
|
239,060
|
|
|
3
|
|
|
345,056
|
|
|
7
|
|
|
584,116
|
|
|
Slovakia
|
3
|
|
|
133,567
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
133,567
|
|
|
South Africa
|
19
|
|
|
468,792
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
468,792
|
|
|
South Korea
|
13
|
|
|
420,916
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
420,916
|
|
|
Spain
|
31
|
|
|
691,795
|
|
|
6
|
|
|
203,000
|
|
|
37
|
|
|
894,795
|
|
|
Sweden
|
6
|
|
|
759,793
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
759,793
|
|
|
Switzerland
|
8
|
|
|
255,580
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
255,580
|
|
|
Thailand
|
1
|
|
|
91,191
|
|
|
2
|
|
|
105,487
|
|
|
3
|
|
|
196,678
|
|
|
Turkey
|
9
|
|
|
706,321
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
706,321
|
|
|
United Arab Emirates
|
4
|
|
|
50,233
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
50,233
|
|
|
|
602
|
|
|
27,759,007
|
|
|
106
|
|
|
|
6,076,741
|
|
|
708
|
|
|
33,835,748
|
|
Total
|
1,140
|
|
|
60,991,952
|
|
|
312
|
|
|
28,884,676
|
|
|
1,452
|
|
|
89,876,628
|
|
|
|
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)
|
|
83
|
%
|
|
91
|
%
|
|
50
|
%
|
|
73
|
%
|
Latin America
|
|
86
|
%
|
|
90
|
%
|
|
74
|
%
|
|
82
|
%
|
Asia
|
|
89
|
%
|
|
96
|
%
|
|
77
|
%
|
|
81
|
%
|
Total
|
|
85
|
%
|
|
91
|
%
|
|
69
|
%
|
|
81
|
%
|
Year
|
|
Number of Leases Expiring
|
|
Total Megawatts Expiring
|
|
Percentage of Total Megawatts Expiring
|
|
Annualized Total Contract Rent Expiring (In thousands)
|
|
Percentage of Total Contract Value Annualized Rent
|
||||
2019
|
|
609
|
|
18.5
|
|
18.8
|
%
|
|
$
|
62,363
|
|
|
26.1
|
%
|
2020
|
|
292
|
|
14.5
|
|
14.8
|
%
|
|
42,380
|
|
|
17.7
|
%
|
|
2021
|
|
224
|
|
20.5
|
|
20.9
|
%
|
|
50,205
|
|
|
21.0
|
%
|
|
2022
|
|
78
|
|
3.3
|
|
3.4
|
%
|
|
9,231
|
|
|
3.8
|
%
|
|
2023
|
|
61
|
|
7.6
|
|
7.7
|
%
|
|
16,222
|
|
|
6.8
|
%
|
|
2024
|
|
22
|
|
5.6
|
|
5.7
|
%
|
|
12,196
|
|
|
5.1
|
%
|
|
2025
|
|
10
|
|
4.4
|
|
4.4
|
%
|
|
11,345
|
|
|
4.7
|
%
|
|
Thereafter
|
|
15
|
|
23.9
|
|
24.3
|
%
|
|
35,340
|
|
|
14.8
|
%
|
|
Total
|
|
1,311
|
|
98.3
|
|
100.0
|
%
|
|
$
|
239,282
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
|
2018(2)(3)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
1,860,243
|
|
|
$
|
1,837,897
|
|
|
$
|
2,142,905
|
|
|
$
|
2,377,557
|
|
|
$
|
2,622,455
|
|
Service
|
1,257,450
|
|
|
1,170,079
|
|
|
1,368,548
|
|
|
1,468,021
|
|
|
1,603,306
|
|
|||||
Total Revenues
|
3,117,693
|
|
|
3,007,976
|
|
|
3,511,453
|
|
|
3,845,578
|
|
|
4,225,761
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
1,344,636
|
|
|
1,290,025
|
|
|
1,567,777
|
|
|
1,685,318
|
|
|
1,801,582
|
|
|||||
Selling, general and administrative
|
869,572
|
|
|
844,960
|
|
|
988,332
|
|
|
984,965
|
|
|
1,038,975
|
|
|||||
Depreciation and amortization
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|
639,514
|
|
|||||
Intangible impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|
—
|
|
|||||
Loss (gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|
(9,818
|
)
|
|||||
Total Operating Expenses
|
2,568,416
|
|
|
2,483,449
|
|
|
3,009,847
|
|
|
3,196,469
|
|
|
3,470,253
|
|
|||||
Operating Income
|
549,277
|
|
|
524,527
|
|
|
501,606
|
|
|
649,109
|
|
|
755,508
|
|
|||||
Interest Expense, Net
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|
409,289
|
|
|||||
Other Expense (Income), Net
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|
(11,692
|
)
|
|||||
Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
223,373
|
|
|
162,066
|
|
|
146,644
|
|
|
216,105
|
|
|
357,911
|
|
|||||
(Benefit) Provision for Income Taxes
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|
36,263
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|
(55,328
|
)
|
|||||
Income from Continuing Operations
|
328,955
|
|
|
125,203
|
|
|
103,880
|
|
|
191,723
|
|
|
376,976
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
(209
|
)
|
|
—
|
|
|
3,353
|
|
|
(6,291
|
)
|
|
(12,427
|
)
|
|||||
Net Income
|
328,746
|
|
|
125,203
|
|
|
107,233
|
|
|
185,432
|
|
|
364,549
|
|
|||||
Less: Net Income Attributable to Noncontrolling Interests
|
2,627
|
|
|
1,962
|
|
|
2,409
|
|
|
1,611
|
|
|
1,198
|
|
|||||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
326,119
|
|
|
$
|
123,241
|
|
|
$
|
104,824
|
|
|
$
|
183,821
|
|
|
$
|
363,351
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
|
2018(2)(3)
|
||||||||||
|
|
|
(In thousands, except per share data)
|
|
|
||||||||||||||
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
1.68
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Total Income (Loss) from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
1.67
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from Continuing Operations
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Total Income (Loss) from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Net Income Attributable to Iron Mountain Incorporated
|
$
|
1.66
|
|
|
$
|
0.58
|
|
|
$
|
0.42
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
Weighted Average Common Shares Outstanding—Basic
|
195,278
|
|
|
210,764
|
|
|
246,178
|
|
|
265,898
|
|
|
285,913
|
|
|||||
Weighted Average Common Shares Outstanding—Diluted
|
196,749
|
|
|
212,118
|
|
|
247,267
|
|
|
266,845
|
|
|
286,653
|
|
|||||
Dividends Declared per Common Share
|
$
|
5.3713
|
|
|
$
|
1.9100
|
|
|
$
|
2.0427
|
|
|
$
|
2.2706
|
|
|
$
|
2.3753
|
|
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
|
2018(2)(3)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA(4)
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
|
$
|
1,435,869
|
|
Adjusted EBITDA Margin(4)
|
29.7
|
%
|
|
30.6
|
%
|
|
31.0
|
%
|
|
32.8
|
%
|
|
34.0
|
%
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016(1)
|
|
2017
|
|
2018(2)(3)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and Cash Equivalents(5)
|
$
|
159,793
|
|
|
$
|
128,381
|
|
|
$
|
236,484
|
|
|
$
|
925,699
|
|
|
$
|
165,485
|
|
Total Assets
|
6,523,265
|
|
|
6,350,587
|
|
|
9,486,800
|
|
|
10,972,402
|
|
|
11,852,247
|
|
|||||
Total Long-Term Debt (including Current Portion of Long-Term Debt)
|
4,616,454
|
|
|
4,845,678
|
|
|
6,251,181
|
|
|
7,043,271
|
|
|
8,142,823
|
|
|||||
Redeemable Noncontrolling Interests
|
—
|
|
|
—
|
|
|
54,697
|
|
|
91,418
|
|
|
70,532
|
|
|||||
Total Equity
|
869,955
|
|
|
528,607
|
|
|
1,936,671
|
|
|
2,298,842
|
|
|
1,885,589
|
|
|||||
(footnotes follow)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The selected financial data above for 2016 includes the results of Recall from May 2, 2016.
|
(2)
|
The selected financial data above for 2018 includes the results of IODC from January 10, 2018.
|
(3)
|
On January 1, 2018, we adopted Accounting Standards Update ("ASU") No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
("ASU 2014-09"). The selected financial data above for 2018 reflects the adoption of ASU 2014-09. At January 1, 2018, we recognized the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of (distributions in excess of earnings) earnings in excess of distributions, resulting in a decrease of approximately
$30.2 million
to stockholders' equity.
|
(4)
|
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" included in this Annual Report.
|
(5)
|
Includes restricted cash of $33.9 million, $22.2 million and
$15.1 million
as of December 31, 2014, 2017 and 2018, respectively.
|
|
Percentage of United States Dollar-Reported Revenue
|
|
Average Exchange
Rates for the
Year Ended
December 31,
|
|
|
|||||||||||
|
|
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|||||||||
Australian dollar
|
4.1
|
%
|
|
3.7
|
%
|
|
$
|
0.767
|
|
|
$
|
0.748
|
|
|
(2.5
|
)%
|
Brazilian real
|
3.6
|
%
|
|
2.9
|
%
|
|
$
|
0.313
|
|
|
$
|
0.276
|
|
|
(11.8
|
)%
|
British pound sterling
|
6.4
|
%
|
|
6.6
|
%
|
|
$
|
1.288
|
|
|
$
|
1.335
|
|
|
3.6
|
%
|
Canadian dollar
|
6.3
|
%
|
|
5.9
|
%
|
|
$
|
0.771
|
|
|
$
|
0.772
|
|
|
0.1
|
%
|
Euro
|
6.7
|
%
|
|
7.3
|
%
|
|
$
|
1.130
|
|
|
$
|
1.181
|
|
|
4.5
|
%
|
|
Percentage of United States Dollar-Reported Revenue
|
|
Average Exchange
Rates for the
Year Ended
December 31,
|
|
|
|||||||||||
|
|
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|||||||||
Australian dollar
|
4.2
|
%
|
|
4.1
|
%
|
|
$
|
0.744
|
|
|
$
|
0.767
|
|
|
3.1
|
%
|
Brazilian real
|
3.2
|
%
|
|
3.6
|
%
|
|
$
|
0.288
|
|
|
$
|
0.313
|
|
|
8.7
|
%
|
British pound sterling
|
6.8
|
%
|
|
6.4
|
%
|
|
$
|
1.356
|
|
|
$
|
1.288
|
|
|
(5.0
|
)%
|
Canadian dollar
|
6.6
|
%
|
|
6.3
|
%
|
|
$
|
0.755
|
|
|
$
|
0.771
|
|
|
2.1
|
%
|
Euro
|
6.1
|
%
|
|
6.7
|
%
|
|
$
|
1.107
|
|
|
$
|
1.130
|
|
|
2.1
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018(3)
|
||||||||||
Income (Loss) from Continuing Operations
|
$
|
328,955
|
|
|
$
|
125,203
|
|
|
$
|
103,880
|
|
|
$
|
191,723
|
|
|
$
|
376,976
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on Sale of Real Estate, Net of Tax(1)
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|
(55,328
|
)
|
|||||
(Benefit) Provision for Income Taxes
|
(97,275
|
)
|
|
37,713
|
|
|
44,944
|
|
|
25,947
|
|
|
36,263
|
|
|||||
Other Expense (Income), Net
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|
(11,692
|
)
|
|||||
Interest Expense, Net
|
260,717
|
|
|
263,871
|
|
|
310,662
|
|
|
353,575
|
|
|
409,289
|
|
|||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|
(9,818
|
)
|
|||||
Depreciation and Amortization
|
353,143
|
|
|
345,464
|
|
|
452,326
|
|
|
522,376
|
|
|
639,514
|
|
|||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|
—
|
|
|||||
Significant Acquisition Costs
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|
84,901
|
|
|
50,665
|
|
|||||
REIT Costs(2)
|
22,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
925,797
|
|
|
$
|
920,005
|
|
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
|
$
|
1,435,869
|
|
(1)
|
Tax expense associated with the gain on sale of real estate for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 was $2.2 million, $0.2 million, $0.1 million, $0.0 million and $8.5 million, respectively.
|
(2)
|
Includes costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 ("REIT Costs").
|
(3)
|
On January 1, 2018, we adopted ASU 2014-09. For information regarding the impact of the adoption of ASU 2014-09 on our consolidated financial statements, see the
Revenue Recognition
section of Critical Accounting Policies included in Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
1.67
|
|
|
$
|
0.59
|
|
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.19
|
)
|
|||||
Other Expense (Income), Net
|
0.33
|
|
|
0.46
|
|
|
0.18
|
|
|
0.30
|
|
|
(0.04
|
)
|
|||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
(0.03
|
)
|
|||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|||||
Significant Acquisition Costs
|
—
|
|
|
0.22
|
|
|
0.53
|
|
|
0.32
|
|
|
0.18
|
|
|||||
REIT Costs
|
0.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
(0.72
|
)
|
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.19
|
)
|
|
(0.12
|
)
|
|||||
Adjusted EPS—Fully Diluted from Continuing Operations(2)
|
$
|
1.36
|
|
|
$
|
1.21
|
|
|
$
|
1.07
|
|
|
$
|
1.16
|
|
|
$
|
1.10
|
|
(1)
|
The difference between our effective tax rate and our structural tax rate (or adjusted effective tax rate) for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 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, 2014, 2015, 2016, 2017 and 2018 was 14.4%, 16.8%, 18.5%, 19.7% and 18.2%, respectively.
|
(2)
|
Columns may not foot due to rounding.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Net Income (Loss)
|
$
|
328,746
|
|
|
$
|
125,203
|
|
|
$
|
107,233
|
|
|
$
|
185,432
|
|
|
$
|
364,549
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Real Estate Depreciation(1)
|
177,754
|
|
|
171,640
|
|
|
218,644
|
|
|
247,792
|
|
|
284,804
|
|
|||||
Gain on Sale of Real Estate, Net of Tax(2)
|
(8,307
|
)
|
|
(850
|
)
|
|
(2,180
|
)
|
|
(1,565
|
)
|
|
(55,328
|
)
|
|||||
Data Center Lease-Based Intangible Assets Amortization(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
643
|
|
|
43,061
|
|
|||||
FFO (Nareit)
|
498,193
|
|
|
295,993
|
|
|
323,697
|
|
|
432,302
|
|
|
637,086
|
|
|||||
Add/(Deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,065
|
|
|
3,000
|
|
|
1,412
|
|
|
799
|
|
|
(9,818
|
)
|
|||||
Other Expense (Income), Net(4)
|
65,187
|
|
|
98,590
|
|
|
44,300
|
|
|
79,429
|
|
|
(11,692
|
)
|
|||||
Real Estate Capital Lease Depreciation
|
6,416
|
|
|
7,160
|
|
|
7,614
|
|
|
11,495
|
|
|
13,650
|
|
|||||
Significant Acquisition Costs
|
—
|
|
|
47,014
|
|
|
131,944
|
|
|
84,901
|
|
|
50,665
|
|
|||||
REIT Costs
|
22,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible Impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
|
—
|
|
|||||
Tax Impact of Reconciling Items and Discrete Tax Items(5)
|
(142,194
|
)
|
|
(14,480
|
)
|
|
(15,019
|
)
|
|
(49,865
|
)
|
|
(34,222
|
)
|
|||||
Loss (Income) from Discontinued Operations, Net of Tax(6)
|
209
|
|
|
—
|
|
|
(3,353
|
)
|
|
6,291
|
|
|
12,427
|
|
|||||
FFO (Normalized)
|
$
|
451,188
|
|
|
$
|
437,277
|
|
|
$
|
490,595
|
|
|
$
|
568,363
|
|
|
$
|
658,096
|
|
(1)
|
Includes depreciation expense related to real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking), excluding depreciation related to real estate capital lease.
|
(2)
|
Tax expense associated with the gain on sale of real estate for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 was $2.2 million, $0.2 million, $0.1 million, $0.0 million and $8.5 million, respectively.
|
(3)
|
Includes amortization expense for Data Center In-Place Lease Intangible Assets and Data Center Tenant Relationship Intangible Assets as defined in Note 2.i. to Notes to Consolidated Financial Statements included in this Annual Report.
|
(4)
|
Includes foreign currency transaction losses (gains), net of $58.3 million, $70.9 million, $20.4 million,
$43.2 million
and
$(15.6) million
for the years ended December 31, 2014, 2015, 2016, 2017 and
2018
, respectively. See Note 2.u. to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding the components of Other expense (income), net.
|
(5)
|
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, $(38.3) million and $(27.8) million for the years ended December 31, 2014, 2015, 2016, 2017 and 2018, respectively.
|
(6)
|
Net of tax provision (benefit) of $0.0 million, $0.0 million, $0.8 million, $(1.8) million and $(0.1) million for the years ended December 31, 2014, 2015, 2016, 2017 and
2018
, 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, 2018
|
|
Percentage by which the fair value of the reporting unit exceeded the reporting unit carrying value as of October 1, 2018
|
|
Key assumptions in the fair value of reporting unit measurement as of October 1, 2018
|
|
|||||||||||||
|
|
|
Discount rate
|
|
Average annual contribution margin used in discounted cash flow
|
|
Average annual capital expenditures as percentage of revenue(1)
|
|
Terminal growth rate(2)
|
|
||||||||||
Global Data Center
|
|
$
|
454,329
|
|
|
8.8
|
%
|
|
10.0
|
%
|
|
50.2
|
%
|
|
36.1
|
%
|
|
3.0
|
%
|
|
Entertainment Services
|
|
37,370
|
|
|
18.4
|
%
|
|
13.0
|
%
|
|
32.7
|
%
|
|
13.5
|
%
|
|
0.8
|
%
|
|
(1)
|
For purposes of our goodwill impairment analysis, the term "capital expenditures" includes both growth investment and recurring 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
|
|||||||||||
|
2017
|
|
2018
|
|
||||||||||
Revenues
|
$
|
3,845,578
|
|
|
$
|
4,225,761
|
|
|
$
|
380,183
|
|
|
9.9
|
%
|
Operating Expenses
|
3,196,469
|
|
|
3,470,253
|
|
|
273,784
|
|
|
8.6
|
%
|
|||
Operating Income
|
649,109
|
|
|
755,508
|
|
|
106,399
|
|
|
16.4
|
%
|
|||
Other Expenses, Net
|
457,386
|
|
|
378,532
|
|
|
(78,854
|
)
|
|
(17.2
|
)%
|
|||
Income from Continuing Operations
|
191,723
|
|
|
376,976
|
|
|
185,253
|
|
|
96.6
|
%
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
(6,291
|
)
|
|
(12,427
|
)
|
|
(6,136
|
)
|
|
97.5
|
%
|
|||
Net Income
|
185,432
|
|
|
364,549
|
|
|
179,117
|
|
|
96.6
|
%
|
|||
Net Income Attributable to Noncontrolling Interests
|
1,611
|
|
|
1,198
|
|
|
(413
|
)
|
|
(25.6
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
183,821
|
|
|
$
|
363,351
|
|
|
$
|
179,530
|
|
|
97.7
|
%
|
Adjusted EBITDA(1)
|
$
|
1,260,196
|
|
|
$
|
1,435,869
|
|
|
$
|
175,673
|
|
|
13.9
|
%
|
Adjusted EBITDA Margin(1)
|
32.8
|
%
|
|
34.0
|
%
|
|
|
|
|
|
|
|
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
|
%
|
|
|
|
|
|
|
(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)
|
|||||||||||||
|
2017
|
|
2018
|
|
|
|||||||||||||||
Storage Rental
|
$
|
2,377,557
|
|
|
$
|
2,622,455
|
|
|
$
|
244,898
|
|
|
10.3
|
%
|
|
10.6
|
%
|
|
2.4
|
%
|
Service
|
1,468,021
|
|
|
1,603,306
|
|
|
135,285
|
|
|
9.2
|
%
|
|
9.7
|
%
|
|
5.4
|
%
|
|||
Total Revenues
|
$
|
3,845,578
|
|
|
$
|
4,225,761
|
|
|
$
|
380,183
|
|
|
9.9
|
%
|
|
10.2
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
|
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
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the
2017
results at the
2018
average exchange rates and the
2016
results at the
2017
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, foreign currency exchange rate fluctuations and the impact of the adoption of ASU 2014-09. 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.
|
|
2017
|
|
2018
|
||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Storage Rental Revenue
|
3.0
|
%
|
|
4.8
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
1.9
|
%
|
|
2.3
|
%
|
|
1.9
|
%
|
Service Revenue
|
0.6
|
%
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
1.4
|
%
|
|
7.6
|
%
|
|
7.1
|
%
|
|
6.1
|
%
|
Total Revenue
|
2.0
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.5
|
%
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
2017
|
|
2018
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
2017
|
|
2018
|
|
||||||||||||
Labor
|
$
|
786,314
|
|
|
$
|
818,729
|
|
|
$
|
32,415
|
|
|
4.1
|
%
|
|
4.7
|
%
|
|
20.4
|
%
|
|
19.4
|
%
|
|
(1.0
|
)%
|
Facilities
|
581,112
|
|
|
651,114
|
|
|
70,002
|
|
|
12.0
|
%
|
|
12.5
|
%
|
|
15.1
|
%
|
|
15.4
|
%
|
|
0.3
|
%
|
|||
Transportation
|
142,184
|
|
|
158,528
|
|
|
16,344
|
|
|
11.5
|
%
|
|
12.2
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|
0.1
|
%
|
|||
Product Cost of Sales and Other
|
155,215
|
|
|
165,583
|
|
|
10,368
|
|
|
6.7
|
%
|
|
8.0
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
(0.1
|
)%
|
|||
Significant Acquisition Costs
|
20,493
|
|
|
7,628
|
|
|
(12,865
|
)
|
|
(62.8
|
)%
|
|
(63.0
|
)%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
(0.3
|
)%
|
|||
Total Cost of Sales
|
$
|
1,685,318
|
|
|
$
|
1,801,582
|
|
|
$
|
116,264
|
|
|
6.9
|
%
|
|
7.5
|
%
|
|
43.8
|
%
|
|
42.6
|
%
|
|
(1.2
|
)%
|
|
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
|
)%
|
|||
Significant Acquisition 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
|
|||||||||||||||||
|
Dollar
Change
|
|
|
|
||||||||||||||||||||||
|
2017
|
|
2018
|
|
Actual
|
|
Constant
Currency
|
2017
|
|
2018
|
|
|||||||||||||||
General and Administrative
|
$
|
520,504
|
|
|
$
|
566,406
|
|
|
$
|
45,902
|
|
|
8.8
|
%
|
|
9.2
|
%
|
|
13.5
|
%
|
|
13.4
|
%
|
|
(0.1
|
)%
|
Sales, Marketing & Account Management
|
253,117
|
|
|
257,306
|
|
|
4,189
|
|
|
1.7
|
%
|
|
1.6
|
%
|
|
6.6
|
%
|
|
6.1
|
%
|
|
(0.5
|
)%
|
|||
Information Technology
|
132,110
|
|
|
153,601
|
|
|
21,491
|
|
|
16.3
|
%
|
|
16.4
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|
0.2
|
%
|
|||
Bad Debt Expense
|
14,826
|
|
|
18,625
|
|
|
3,799
|
|
|
25.6
|
%
|
|
29.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
—
|
%
|
|||
Significant Acquisition Costs
|
64,408
|
|
|
43,037
|
|
|
(21,371
|
)
|
|
(33.2
|
)%
|
|
(32.7
|
)%
|
|
1.7
|
%
|
|
1.0
|
%
|
|
(0.7
|
)%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
984,965
|
|
|
$
|
1,038,975
|
|
|
$
|
54,010
|
|
|
5.5
|
%
|
|
5.8
|
%
|
|
25.6
|
%
|
|
24.6
|
%
|
|
(1.0
|
)%
|
|
Year Ended December 31,
|
|
|
|
Percentage
Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
2016
|
|
2017
|
|
Dollar Change
|
|
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
|
%
|
|||
Significant Acquisition 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,
|
|
|
||||||||
|
Dollar
Change
|
||||||||||
|
2017
|
|
2018
|
|
|||||||
Foreign currency transaction losses, net
|
$
|
43,248
|
|
|
$
|
(15,567
|
)
|
|
$
|
(58,815
|
)
|
Debt extinguishment expense
|
78,368
|
|
|
—
|
|
|
(78,368
|
)
|
|||
Other, net
|
(42,187
|
)
|
|
3,875
|
|
|
46,062
|
|
|||
|
$
|
79,429
|
|
|
$
|
(11,692
|
)
|
|
$
|
(91,121
|
)
|
|
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
|
|
Percentage Change
|
|||||||||
|
2017
|
|
2018
|
|
||||||||||
Income from Continuing Operations
|
$
|
191,723
|
|
|
$
|
376,976
|
|
|
$
|
185,253
|
|
|
96.6
|
%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
5.0
|
%
|
|
8.9
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
1,260,196
|
|
|
$
|
1,435,869
|
|
|
$
|
175,673
|
|
|
13.9
|
%
|
Adjusted EBITDA Margin
|
32.8
|
%
|
|
34.0
|
%
|
|
|
|
|
|
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
|
%
|
|
|
|
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
1,221,495
|
|
|
$
|
1,222,230
|
|
|
$
|
735
|
|
|
0.1
|
%
|
|
0.1
|
%
|
|
1.7
|
%
|
Service
|
828,851
|
|
|
915,551
|
|
|
86,700
|
|
|
10.5
|
%
|
|
10.4
|
%
|
|
7.8
|
%
|
|||
Segment Revenue
|
$
|
2,050,346
|
|
|
$
|
2,137,781
|
|
|
$
|
87,435
|
|
|
4.3
|
%
|
|
4.3
|
%
|
|
4.2
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
884,158
|
|
|
$
|
956,890
|
|
|
$
|
72,732
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA Margin(2)
|
43.1
|
%
|
|
44.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2016
|
|
2017
|
|
|
Actual
|
|
|
||||||||||||
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(2)
|
40.2
|
%
|
|
43.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
||||||||||||
|
2017
|
|
2018
|
|
|
|||||||||||||||
Storage Rental
|
$
|
276,416
|
|
|
$
|
273,193
|
|
|
$
|
(3,223
|
)
|
|
(1.2
|
)%
|
|
(1.2
|
)%
|
|
(0.3
|
)%
|
Service
|
125,224
|
|
|
120,800
|
|
|
(4,424
|
)
|
|
(3.5
|
)%
|
|
(3.5
|
)%
|
|
(5.4
|
)%
|
|||
Segment Revenue
|
$
|
401,640
|
|
|
$
|
393,993
|
|
|
$
|
(7,647
|
)
|
|
(1.9
|
)%
|
|
(1.9
|
)%
|
|
(1.9
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
223,324
|
|
|
$
|
213,893
|
|
|
$
|
(9,431
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA Margin(2)
|
55.6
|
%
|
|
54.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(2)
|
57.2
|
%
|
|
55.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
303,205
|
|
|
$
|
325,624
|
|
|
$
|
22,419
|
|
|
7.4
|
%
|
|
3.4
|
%
|
|
1.9
|
%
|
Service
|
187,541
|
|
|
195,931
|
|
|
8,390
|
|
|
4.5
|
%
|
|
0.4
|
%
|
|
1.1
|
%
|
|||
Segment Revenue
|
$
|
490,746
|
|
|
$
|
521,555
|
|
|
$
|
30,809
|
|
|
6.3
|
%
|
|
2.2
|
%
|
|
1.6
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
159,142
|
|
|
$
|
180,172
|
|
|
$
|
21,030
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
32.4
|
%
|
|
34.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
171,698
|
|
|
187,541
|
|
|
15,843
|
|
|
9.2
|
%
|
|
10.2
|
%
|
|
1.3
|
%
|
|||
Segment Revenue
|
$
|
447,357
|
|
|
$
|
490,746
|
|
|
$
|
43,389
|
|
|
9.7
|
%
|
|
10.9
|
%
|
|
1.9
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
136,985
|
|
|
$
|
159,142
|
|
|
$
|
22,157
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
30.6
|
%
|
|
32.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
493,118
|
|
|
$
|
512,358
|
|
|
$
|
19,240
|
|
|
3.9
|
%
|
|
7.8
|
%
|
|
5.4
|
%
|
Service
|
302,733
|
|
|
308,975
|
|
|
6,242
|
|
|
2.1
|
%
|
|
6.6
|
%
|
|
5.0
|
%
|
|||
Segment Revenue
|
$
|
795,851
|
|
|
$
|
821,333
|
|
|
$
|
25,482
|
|
|
3.2
|
%
|
|
7.4
|
%
|
|
5.2
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
227,312
|
|
|
$
|
243,008
|
|
|
$
|
15,696
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
28.6
|
%
|
|
29.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
266,365
|
|
|
302,733
|
|
|
36,368
|
|
|
13.7
|
%
|
|
10.4
|
%
|
|
(0.6
|
)%
|
|||
Segment Revenue
|
$
|
659,370
|
|
|
$
|
795,851
|
|
|
$
|
136,481
|
|
|
20.7
|
%
|
|
17.3
|
%
|
|
3.7
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
169,563
|
|
|
$
|
227,312
|
|
|
$
|
57,749
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
25.7
|
%
|
|
28.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
|||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
35,839
|
|
|
$
|
218,675
|
|
|
$
|
182,836
|
|
|
510.2
|
%
|
|
510.2
|
%
|
|
8.2
|
%
|
Service
|
1,855
|
|
|
10,308
|
|
|
8,453
|
|
|
455.7
|
%
|
|
455.7
|
%
|
|
24.5
|
%
|
|||
Segment Revenue
|
$
|
37,694
|
|
|
$
|
228,983
|
|
|
$
|
191,289
|
|
|
507.5
|
%
|
|
507.5
|
%
|
|
9.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
11,275
|
|
|
$
|
99,574
|
|
|
$
|
88,299
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
29.9
|
%
|
|
43.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(2)
|
25.6
|
%
|
|
29.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
Year Ended December 31,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
47,484
|
|
|
$
|
70,375
|
|
|
$
|
22,891
|
|
|
48.2
|
%
|
|
48.2
|
%
|
|
5.6
|
%
|
Service
|
21,817
|
|
|
51,741
|
|
|
29,924
|
|
|
137.2
|
%
|
|
137.2
|
%
|
|
21.2
|
%
|
|||
Segment Revenue
|
$
|
69,301
|
|
|
$
|
122,116
|
|
|
$
|
52,815
|
|
|
76.2
|
%
|
|
76.2
|
%
|
|
10.6
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(245,015
|
)
|
|
$
|
(257,668
|
)
|
|
$
|
(12,653
|
)
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA(1) as a Percentage of Consolidated Revenue
|
(6.4
|
)%
|
|
(6.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
|
2016
|
|
2017
|
|
2018
|
||||||
Cash flows from operating activities—continuing operations
|
|
$
|
541,216
|
|
|
$
|
724,259
|
|
|
$
|
936,544
|
|
Cash flows from investing activities—continuing operations
|
|
(632,703
|
)
|
|
(599,448
|
)
|
|
(2,230,128
|
)
|
|||
Cash flows from financing activities—continuing operations
|
|
125,373
|
|
|
540,425
|
|
|
550,678
|
|
|||
Cash and cash equivalents at the end of year
|
|
236,484
|
|
|
925,699
|
|
|
165,485
|
|
•
|
We paid cash for acquisitions (net of cash acquired) of
$1,758.6 million
, primarily funded by the net proceeds of our issuance of the 5
1
/
4
% Notes, the net proceeds of the Equity Offering and Over-Allotment Option and borrowings under our Revolving Credit Facility (each as defined below).
|
•
|
We paid cash for capital expenditures of
$460.1 million
. Our business requires capital expenditures to maintain our ongoing operations, support our expected revenue growth and new products and services, and increase our profitability. All of these expenditures are included in the cash flows from investing activities. Additional details of our capital spending is included in the Capital Expenditures section below.
|
•
|
We acquired customer relationships, and incurred both customer inducements (which consists of permanent withdrawal fees following the adoption of ASU 2014-09) and Contract Fulfillment Costs (as defined in Note 2.l. to Notes to Consolidated Financial Statements included in this Annual Report) for the year ended
December 31, 2018
of
$63.6 million
,
$8.9 million
and
$26.2 million
, respectively.
|
•
|
Net proceeds of $288.0 million primarily associated with the borrowings and repayments on our Revolving Credit Facility.
|
•
|
Net proceeds of $178.3 million associated with the borrowings on our UK Bilateral Facility (as defined below).
|
•
|
Net proceeds of $693.2 million associated with the borrowing of our Term Loan B (as defined below).
|
•
|
Net proceeds of $76.2 million from the exercise of the Over-Allotment Option.
|
•
|
Net proceeds of $8.7 million from sales of stock under our At The Market (ATM) Equity Program.
|
•
|
Payment of dividends in the amount of
$673.6 million
on our common stock.
|
•
|
Payment of
$16.4 million
for debt financing and equity issuance costs.
|
•
|
Real Estate:
Expenditures primarily related to investments in land, buildings, building improvements, leasehold improvements and racking structures to grow our revenues or achieve operational efficiencies.
|
•
|
Non-Real Estate:
Expenditures that support the growth of our business, and/or increase our profitability, such as customer-inventory technology systems, security upgrades or system enhancements.
|
•
|
Data Center:
Expenditures 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.
|
•
|
Innovation:
Discretionary capital expenditures in significant new products and services in new, existing or AB opportunities.
|
•
|
Real Estate:
Expenditures primarily related to the replacement of components of real estate assets such as buildings, building improvements, leasehold improvements and racking structures.
|
•
|
Non-Real Estate:
Expenditures primarily related to the replacement of customer-facing assets such as containers and shred bins, warehouse equipment, fixtures, computer hardware, or third-party or internally-developed software assets.
|
•
|
Data Center:
Expenditures related to the upgrade or re-configuration of existing data center assets.
|
Nature of Capital Spend (in thousands)
|
|
2016
|
|
2017
|
|
2018
|
||||||
Growth Investment Capital Expenditures:
|
|
|
|
|
|
|
|
|
||||
Real Estate
|
|
$
|
133,079
|
|
|
$
|
139,822
|
|
|
$
|
138,307
|
|
Non-Real Estate
|
|
40,509
|
|
|
56,297
|
|
|
52,737
|
|
|||
Data Center
|
|
72,571
|
|
|
92,265
|
|
|
162,666
|
|
|||
Innovation
|
|
8,573
|
|
|
20,583
|
|
|
15,857
|
|
|||
Total Growth Investment Capital Expenditures
|
|
254,732
|
|
|
308,967
|
|
|
369,567
|
|
|||
Recurring Capital Expenditures:
|
|
|
|
|
|
|
|
|
||||
Real Estate
|
|
63,543
|
|
|
77,660
|
|
|
73,146
|
|
|||
Non-Real Estate
|
|
20,642
|
|
|
29,721
|
|
|
23,187
|
|
|||
Data Center
|
|
157
|
|
|
332
|
|
|
9,051
|
|
|||
Total Recurring Capital Expenditures
|
|
84,342
|
|
|
107,713
|
|
|
105,384
|
|
|||
Total Capital Spend (on accrual basis)
|
|
339,074
|
|
|
416,680
|
|
|
474,951
|
|
|||
Net increase (decrease) in prepaid capital expenditures
|
|
374
|
|
|
1,629
|
|
|
(1,844
|
)
|
|||
Net (increase) decrease in accrued capital expenditures(1)
|
|
(10,845
|
)
|
|
(75,178
|
)
|
|
(13,045
|
)
|
|||
Total Capital Spend (on cash basis)
|
|
$
|
328,603
|
|
|
$
|
343,131
|
|
|
$
|
460,062
|
|
(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, 2018
|
||||||||||
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
||||||
Revolving Credit Facility
|
$
|
793,832
|
|
|
$
|
(14,117
|
)
|
|
$
|
779,715
|
|
Term Loan A
|
240,625
|
|
|
—
|
|
|
240,625
|
|
|||
Term Loan B
|
693,169
|
|
|
(8,742
|
)
|
|
684,427
|
|
|||
Australian Dollar Term Loan (the "AUD Term Loan")
|
233,955
|
|
|
(3,084
|
)
|
|
230,871
|
|
|||
UK Bilateral Revolving Credit Facility ("UK Bilateral Facility")
|
178,299
|
|
|
(2,357
|
)
|
|
175,942
|
|
|||
4
3
/
8
% Senior Notes due 2021 (the "4
3
/
8
% Notes")
|
500,000
|
|
|
(4,155
|
)
|
|
495,845
|
|
|||
6% Senior Notes due 2023
|
600,000
|
|
|
(5,126
|
)
|
|
594,874
|
|
|||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")
|
183,403
|
|
|
(2,506
|
)
|
|
180,897
|
|
|||
5
3
/
4
% Senior Subordinated Notes due 2024
|
1,000,000
|
|
|
(7,782
|
)
|
|
992,218
|
|
|||
3% Euro Senior Notes due 2025 (the "Euro Notes")
|
343,347
|
|
|
(4,098
|
)
|
|
339,249
|
|
|||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes due 2025")
|
509,425
|
|
|
(6,573
|
)
|
|
502,852
|
|
|||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")
|
250,000
|
|
|
(3,185
|
)
|
|
246,815
|
|
|||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")
|
1,000,000
|
|
|
(12,442
|
)
|
|
987,558
|
|
|||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")
|
825,000
|
|
|
(10,923
|
)
|
|
814,077
|
|
|||
Real Estate Mortgages, Capital Leases and Other
|
606,702
|
|
|
(171
|
)
|
|
606,531
|
|
|||
Accounts Receivable Securitization Program
|
221,673
|
|
|
(218
|
)
|
|
221,455
|
|
|||
Mortgage Securitization Program
|
50,000
|
|
|
(1,128
|
)
|
|
48,872
|
|
|||
Total Long-term Debt
|
8,229,430
|
|
|
(86,607
|
)
|
|
8,142,823
|
|
|||
Less Current Portion
|
(126,406
|
)
|
|
—
|
|
|
(126,406
|
)
|
|||
Long-term Debt, Net of Current Portion
|
$
|
8,103,024
|
|
|
$
|
(86,607
|
)
|
|
$
|
8,016,417
|
|
|
December 31, 2017
|
|
December 31, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.0
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
1.6
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.8
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)(2)
|
Fixed charge coverage ratio
|
2.1
|
|
|
2.2
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures 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 indentures 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.
|
(2)
|
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. 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,
|
|
Cumulative Total Through December 31, 2018
|
||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
|||||||||
Significant Acquisition Costs
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
$
|
50,665
|
|
|
$
|
314,524
|
|
Recall Capital Expenditures
|
|
18,391
|
|
|
31,441
|
|
|
23,640
|
|
|
73,537
|
|
||||
Total
|
|
$
|
150,335
|
|
|
$
|
116,342
|
|
|
$
|
74,305
|
|
|
$
|
388,061
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
||||||||||
Capital Lease Obligations
|
$
|
447,173
|
|
|
$
|
54,566
|
|
|
$
|
86,172
|
|
|
$
|
58,577
|
|
|
$
|
247,858
|
|
Long-Term Debt Obligations (excluding Capital Lease Obligations)
|
7,785,528
|
|
|
71,840
|
|
|
879,328
|
|
|
2,188,704
|
|
|
4,645,656
|
|
|||||
Interest Payments(1)
|
2,425,851
|
|
|
402,135
|
|
|
721,159
|
|
|
631,967
|
|
|
670,590
|
|
|||||
Operating Lease Obligations(2)
|
2,639,852
|
|
|
323,454
|
|
|
560,655
|
|
|
467,936
|
|
|
1,287,807
|
|
|||||
Purchase and Asset Retirement Obligations(3)
|
378,572
|
|
|
235,748
|
|
|
89,234
|
|
|
22,848
|
|
|
30,742
|
|
|||||
Total(4)(5)
|
$
|
13,676,976
|
|
|
$
|
1,087,743
|
|
|
$
|
2,336,548
|
|
|
$
|
3,370,032
|
|
|
$
|
6,882,653
|
|
(1)
|
Amounts include variable rate interest payments, which are calculated utilizing the applicable interest rates as of
December 31, 2018
; 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 $41.2 million in total (including $7.5 million, $14.3 million, $13.1 million and $6.3 million, in less than 1 year, 1-3 years, 3-5 years and more than 5 years, respectively).
|
(3)
|
Purchase obligations include future construction costs associated with the expansion of our data center business which represent a substantial portion of the payments due in less than one year.
|
(4)
|
The table above excludes
$35.3 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.
|
(5)
|
The table above excludes
$70.5 million
of redeemable noncontrolling interests, which represents the estimated redemption value of the redeemable noncontrolling interests. See Note 2.v. to Notes to Consolidated Financial Statements included in this Annual Report. This table also excludes purchase commitments associated with acquisitions closed or expected to close in 2019.
|
|
|
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,
|
||||||
|
2017
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
925,699
|
|
|
$
|
165,485
|
|
Accounts receivable (less allowances of $46,648 and $43,584 as of December 31, 2017 and 2018, respectively)
|
835,742
|
|
|
846,889
|
|
||
Prepaid expenses and other
|
188,874
|
|
|
195,740
|
|
||
Total Current Assets
|
1,950,315
|
|
|
1,208,114
|
|
||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Property, plant and equipment
|
6,251,100
|
|
|
7,600,949
|
|
||
Less—Accumulated depreciation
|
(2,833,421
|
)
|
|
(3,111,392
|
)
|
||
Property, Plant and Equipment, net
|
3,417,679
|
|
|
4,489,557
|
|
||
Other Assets, net:
|
|
|
|
|
|
||
Goodwill
|
4,070,267
|
|
|
4,441,030
|
|
||
Customer relationships, customer inducements and data center lease-based intangibles
|
1,400,547
|
|
|
1,506,522
|
|
||
Other
|
133,594
|
|
|
207,024
|
|
||
Total Other Assets, net
|
5,604,408
|
|
|
6,154,576
|
|
||
Total Assets
|
$
|
10,972,402
|
|
|
$
|
11,852,247
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
146,300
|
|
|
$
|
126,406
|
|
Accounts payable
|
289,137
|
|
|
318,765
|
|
||
Accrued expenses
|
653,146
|
|
|
752,684
|
|
||
Deferred revenue
|
241,590
|
|
|
264,823
|
|
||
Total Current Liabilities
|
1,330,173
|
|
|
1,462,678
|
|
||
Long-term Debt, net of current portion
|
6,896,971
|
|
|
8,016,417
|
|
||
Other Long-term Liabilities
|
73,039
|
|
|
111,331
|
|
||
Deferred Rent
|
126,231
|
|
|
121,864
|
|
||
Deferred Income Taxes
|
155,728
|
|
|
183,836
|
|
||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interests (see Note 2.v.)
|
91,418
|
|
|
70,532
|
|
||
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 283,110,183 shares and 286,321,009 shares as of December 31, 2017 and 2018, respectively)
|
2,831
|
|
|
2,863
|
|
||
Additional paid-in capital
|
4,164,562
|
|
|
4,263,348
|
|
||
(Distributions in excess of earnings) Earnings in excess of distributions
|
(1,765,966
|
)
|
|
(2,116,367
|
)
|
||
Accumulated other comprehensive items, net
|
(103,989
|
)
|
|
(265,664
|
)
|
||
Total Iron Mountain Incorporated Stockholders' Equity
|
2,297,438
|
|
|
1,884,180
|
|
||
Noncontrolling Interests
|
1,404
|
|
|
1,409
|
|
||
Total Equity
|
2,298,842
|
|
|
1,885,589
|
|
||
Total Liabilities and Equity
|
$
|
10,972,402
|
|
|
$
|
11,852,247
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Storage rental
|
$
|
2,142,905
|
|
|
$
|
2,377,557
|
|
|
$
|
2,622,455
|
|
Service
|
1,368,548
|
|
|
1,468,021
|
|
|
1,603,306
|
|
|||
Total Revenues
|
3,511,453
|
|
|
3,845,578
|
|
|
4,225,761
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales (excluding depreciation and amortization)
|
1,567,777
|
|
|
1,685,318
|
|
|
1,801,582
|
|
|||
Selling, general and administrative
|
988,332
|
|
|
984,965
|
|
|
1,038,975
|
|
|||
Depreciation and amortization
|
452,326
|
|
|
522,376
|
|
|
639,514
|
|
|||
Intangible impairments
|
—
|
|
|
3,011
|
|
|
—
|
|
|||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
1,412
|
|
|
799
|
|
|
(9,818
|
)
|
|||
Total Operating Expenses
|
3,009,847
|
|
|
3,196,469
|
|
|
3,470,253
|
|
|||
Operating Income (Loss)
|
501,606
|
|
|
649,109
|
|
|
755,508
|
|
|||
Interest Expense, Net (includes Interest Income of $7,558, $7,659 and $6,553 in 2016, 2017 and 2018, respectively)
|
310,662
|
|
|
353,575
|
|
|
409,289
|
|
|||
Other Expense (Income), Net
|
44,300
|
|
|
79,429
|
|
|
(11,692
|
)
|
|||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
146,644
|
|
|
216,105
|
|
|
357,911
|
|
|||
Provision (Benefit) for Income Taxes
|
44,944
|
|
|
25,947
|
|
|
36,263
|
|
|||
Gain on Sale of Real Estate, Net of Tax
|
(2,180
|
)
|
|
(1,565
|
)
|
|
(55,328
|
)
|
|||
Income (Loss) from Continuing Operations
|
103,880
|
|
|
191,723
|
|
|
376,976
|
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
3,353
|
|
|
(6,291
|
)
|
|
(12,427
|
)
|
|||
Net Income (Loss)
|
107,233
|
|
|
185,432
|
|
|
364,549
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
2,409
|
|
|
1,611
|
|
|
1,198
|
|
|||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
104,824
|
|
|
$
|
183,821
|
|
|
$
|
363,351
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.43
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
|
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Total Income (Loss) from Discontinued Operations, Net of Tax
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.42
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
Weighted Average Common Shares Outstanding—Basic
|
246,178
|
|
|
265,898
|
|
|
285,913
|
|
|||
Weighted Average Common Shares Outstanding—Diluted
|
247,267
|
|
|
266,845
|
|
|
286,653
|
|
|||
Dividends Declared per Common Share
|
$
|
2.0427
|
|
|
$
|
2.2706
|
|
|
$
|
2.3753
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Net Income (Loss)
|
$
|
107,233
|
|
|
$
|
185,432
|
|
|
$
|
364,549
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
|
|||
Foreign Currency Translation Adjustment
|
(35,641
|
)
|
|
108,564
|
|
|
(164,107
|
)
|
|||
Market Value Adjustments for Securities
|
(734
|
)
|
|
—
|
|
|
—
|
|
|||
Change in Fair Value of Interest Rate Swap Agreements
|
—
|
|
|
—
|
|
|
(973
|
)
|
|||
Total Other Comprehensive (Loss) Income
|
(36,375
|
)
|
|
108,564
|
|
|
(165,080
|
)
|
|||
Comprehensive Income (Loss)
|
70,858
|
|
|
293,996
|
|
|
199,469
|
|
|||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
3,690
|
|
|
1,591
|
|
|
(2,207
|
)
|
|||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
67,168
|
|
|
$
|
292,405
|
|
|
$
|
201,676
|
|
|
|
|
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, 2015
|
$
|
528,607
|
|
|
211,340,296
|
|
1,914
|
|
$
|
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.v.)
|
(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 12)
|
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 12)
|
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.v.)
|
(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
|
|
|||||||||
Cumulative-effect adjustment for adoption of ASU 2014-09 (see Note 2.l.)
|
(30,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,233
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
30,020
|
|
|
762,340
|
|
|
8
|
|
|
30,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||||||
Issuance of shares in connection with the Over-Allotment Option, net of underwriting discounts and offering expenses (see Note 12)
|
76,192
|
|
|
2,175,000
|
|
|
22
|
|
|
76,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||||||
Issuance of shares through the At The Market (ATM) Equity Program, net of underwriting discounts and offering expenses (see Note 12)
|
8,716
|
|
|
273,486
|
|
|
2
|
|
|
8,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||||||
Changes in equity related redeemable noncontrolling interests (see Note 2.v.)
|
(16,110
|
)
|
|
—
|
|
|
—
|
|
|
(16,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(16,151
|
)
|
|||||||||||
Parent cash dividends declared
|
(683,519
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(683,519
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||||||
Foreign currency translation adjustment
|
(160,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,702
|
)
|
|
154
|
|
|
|
(3,559
|
)
|
|||||||||||
Change in fair value of interest rate swap agreements
|
(973
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|
|
|
|
—
|
|
||||||||||||
Net income (loss)
|
363,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,351
|
|
|
—
|
|
|
(149
|
)
|
|
|
1,347
|
|
|||||||||||
Noncontrolling interests dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2,523
|
)
|
|||||||||||
Balance, December 31, 2018
|
$
|
1,885,589
|
|
|
286,321,009
|
|
|
$
|
2,863
|
|
|
$
|
4,263,348
|
|
|
$
|
(2,116,367
|
)
|
|
$
|
(265,664
|
)
|
|
$
|
1,409
|
|
|
|
$
|
70,532
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
107,233
|
|
|
$
|
185,432
|
|
|
$
|
364,549
|
|
(Income) loss from discontinued operations
|
(3,353
|
)
|
|
6,291
|
|
|
12,427
|
|
|||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
365,526
|
|
|
406,283
|
|
|
452,740
|
|
|||
Amortization (includes amortization of deferred financing costs and discounts of $13,151, $14,962 and $15,675 in 2016, 2017 and 2018, respectively)
|
99,951
|
|
|
131,055
|
|
|
202,449
|
|
|||
Intangible impairments
|
—
|
|
|
3,011
|
|
|
—
|
|
|||
Revenue reduction associated with amortization of permanent withdrawal fees and above- and below-market leases (see Note 2.i.)
|
12,217
|
|
|
11,253
|
|
|
16,281
|
|
|||
Stock-based compensation expense
|
28,976
|
|
|
30,019
|
|
|
31,167
|
|
|||
(Benefit) provision for deferred income taxes
|
(50,368
|
)
|
|
(36,370
|
)
|
|
(10,729
|
)
|
|||
Loss on early extinguishment of debt
|
9,283
|
|
|
78,368
|
|
|
—
|
|
|||
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
(898
|
)
|
|
(766
|
)
|
|
(65,658
|
)
|
|||
Loss on disposal of Iron Mountain Divestments (see Note 13)
|
16,838
|
|
|
—
|
|
|
—
|
|
|||
Gain on Russia and Ukraine Divestment (see Note 13)
|
—
|
|
|
(38,869
|
)
|
|
—
|
|
|||
Foreign currency transactions and other, net
|
16,624
|
|
|
50,503
|
|
|
(16,395
|
)
|
|||
(Increase) decrease in assets
|
(67,395
|
)
|
|
(93,805
|
)
|
|
(36,054
|
)
|
|||
Increase (decrease) in liabilities
|
6,582
|
|
|
(8,146
|
)
|
|
(14,233
|
)
|
|||
Cash Flows from Operating Activities-Continuing Operations
|
541,216
|
|
|
724,259
|
|
|
936,544
|
|
|||
Cash Flows from Operating Activities-Discontinued Operations
|
2,679
|
|
|
(3,291
|
)
|
|
(995
|
)
|
|||
Cash Flows from Operating Activities
|
543,895
|
|
|
720,968
|
|
|
935,549
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures (see Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations)
|
(328,603
|
)
|
|
(343,131
|
)
|
|
(460,062
|
)
|
|||
Cash paid for acquisitions, net of cash acquired (see Note 6)
|
(291,965
|
)
|
|
(219,705
|
)
|
|
(1,758,557
|
)
|
|||
Acquisition of customer relationships
|
(31,561
|
)
|
|
(55,126
|
)
|
|
(63,577
|
)
|
|||
Customer inducements (see Note 2.i.)
|
(19,205
|
)
|
|
(20,059
|
)
|
|
(8,902
|
)
|
|||
Customer fulfillment costs (see Note 2.l.)
|
—
|
|
|
—
|
|
|
(26,208
|
)
|
|||
Net proceeds from divestments (see Note 13)
|
30,654
|
|
|
29,236
|
|
|
1,019
|
|
|||
Proceeds from sales of property and equipment and other, net (including real estate) and proceeds from involuntary conversion of property and equipment
|
7,977
|
|
|
9,337
|
|
|
86,159
|
|
|||
Cash Flows from Investing Activities-Continuing Operations
|
(632,703
|
)
|
|
(599,448
|
)
|
|
(2,230,128
|
)
|
|||
Cash Flows from Investing Activities-Discontinued Operations
|
96,712
|
|
|
—
|
|
|
8,250
|
|
|||
Cash Flows from Investing Activities
|
(535,991
|
)
|
|
(599,448
|
)
|
|
(2,221,878
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Repayment of revolving credit facilities, term loan facilities, bridge facilities and other debt
|
(14,851,440
|
)
|
|
(14,429,695
|
)
|
|
(14,192,139
|
)
|
|||
Proceeds from revolving credit facilities, term loan facilities, bridge facilities and other debt
|
14,544,388
|
|
|
13,917,055
|
|
|
15,351,614
|
|
|||
Early retirement of senior subordinated and senior notes
|
—
|
|
|
(1,746,856
|
)
|
|
—
|
|
|||
Net proceeds from sales of senior notes
|
925,443
|
|
|
2,656,948
|
|
|
—
|
|
|||
Debt financing and equity contribution from noncontrolling interests
|
1,299
|
|
|
13,230
|
|
|
—
|
|
|||
Debt repayment and equity distribution to noncontrolling interests
|
(1,765
|
)
|
|
(4,151
|
)
|
|
(2,523
|
)
|
|||
Parent cash dividends
|
(505,871
|
)
|
|
(439,999
|
)
|
|
(673,635
|
)
|
|||
Net proceeds associated with the Equity Offering, including Over-Allotment Option
|
—
|
|
|
516,462
|
|
|
76,192
|
|
|||
Net proceeds associated with the At The Market (ATM) Program
|
—
|
|
|
59,129
|
|
|
8,716
|
|
|||
Net proceeds (payments) associated with employee stock-based awards
|
31,922
|
|
|
13,095
|
|
|
(1,142
|
)
|
|||
Payment of debt financing and stock issuance costs
|
(18,603
|
)
|
|
(14,793
|
)
|
|
(16,405
|
)
|
|||
Cash Flows from Financing Activities-Continuing Operations
|
125,373
|
|
|
540,425
|
|
|
550,678
|
|
|||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Flows from Financing Activities
|
125,373
|
|
|
540,425
|
|
|
550,678
|
|
|||
Effect of Exchange Rates on Cash and Cash Equivalents
|
(25,174
|
)
|
|
27,270
|
|
|
(24,563
|
)
|
|||
Increase (decrease) in Cash and Cash Equivalents
|
108,103
|
|
|
689,215
|
|
|
(760,214
|
)
|
|||
Cash and Cash Equivalents, including Restricted Cash, Beginning of Year
|
128,381
|
|
|
236,484
|
|
|
925,699
|
|
|||
Cash and Cash Equivalents, including Restricted Cash, End of Year
|
$
|
236,484
|
|
|
$
|
925,699
|
|
|
$
|
165,485
|
|
Supplemental Information:
|
|
|
|
|
|
|
|
|
|||
Cash Paid for Interest
|
$
|
297,122
|
|
|
$
|
368,468
|
|
|
$
|
388,440
|
|
Cash Paid for Income Taxes, Net
|
$
|
69,866
|
|
|
$
|
104,498
|
|
|
$
|
64,493
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital Leases
|
$
|
74,881
|
|
|
$
|
166,843
|
|
|
$
|
83,948
|
|
Accrued Capital Expenditures
|
$
|
62,691
|
|
|
$
|
71,098
|
|
|
$
|
84,143
|
|
Accrued Purchase Price and Other Holdbacks (see Note 6)
|
$
|
—
|
|
|
$
|
20,093
|
|
|
$
|
35,218
|
|
Dividends Payable
|
$
|
5,625
|
|
|
$
|
172,102
|
|
|
$
|
181,986
|
|
Fair Value of Stock Issued for Recall Transaction (see Note 6)
|
$
|
1,835,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair Value of Stock Issued for Fortrust Transaction (see Note 6)
|
$
|
—
|
|
|
$
|
83,014
|
|
|
$
|
—
|
|
Fair Value of Initial OSG Investment (see Note 13)
|
$
|
—
|
|
|
$
|
18,000
|
|
|
$
|
—
|
|
|
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,
|
||||||
|
2017
|
|
2018
|
||||
Land
|
$
|
314,897
|
|
|
$
|
400,980
|
|
Buildings and building improvements
|
2,039,902
|
|
|
2,991,307
|
|
||
Leasehold improvements
|
592,700
|
|
|
770,666
|
|
||
Racking
|
1,996,594
|
|
|
2,001,831
|
|
||
Warehouse equipment/vehicles
|
467,345
|
|
|
481,515
|
|
||
Furniture and fixtures
|
55,245
|
|
|
56,207
|
|
||
Computer hardware and software
|
627,571
|
|
|
680,283
|
|
||
Construction in progress
|
156,846
|
|
|
218,160
|
|
||
|
$
|
6,251,100
|
|
|
$
|
7,600,949
|
|
|
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)
|
188,265
|
|
|
Latin America(5)
|
155,115
|
|
|
Australia and New Zealand(5)
|
316,883
|
|
|
Asia(5)
|
186,170
|
|
|
Global Data Center(6)
|
—
|
|
|
Total
|
$
|
4,070,267
|
|
|
Carrying Value
as of December 31, 2018 |
||
North American Records and Information Management(1)
|
$
|
2,251,795
|
|
North American Data Management(2)
|
493,491
|
|
|
Consumer Storage(3)
|
—
|
|
|
Fine Arts(3)
|
35,526
|
|
|
Entertainment Services(3)
|
34,233
|
|
|
Western Europe(4)
|
381,806
|
|
|
NEE and MEI(5)
|
169,780
|
|
|
Latin America(5)
|
136,099
|
|
|
ANZ SA(5)
|
300,204
|
|
|
Asia(5)
|
212,140
|
|
|
Global Data Center(6)
|
425,956
|
|
|
Total
|
$
|
4,441,030
|
|
|
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 |
||||||||||||||
Goodwill balance, net of accumulated amortization, as of December 31, 2016
|
$
|
2,280,911
|
|
|
$
|
493,966
|
|
|
$
|
349,421
|
|
|
$
|
743,077
|
|
|
$
|
—
|
|
|
$
|
37,646
|
|
|
$
|
3,905,021
|
|
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 (see Note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,515
|
)
|
|
—
|
|
|
—
|
|
|
(3,515
|
)
|
|||||||
Fair value and other adjustments(1)
|
(25,195
|
)
|
|
208
|
|
|
10,536
|
|
|
21,079
|
|
|
—
|
|
|
—
|
|
|
6,628
|
|
|||||||
Currency effects
|
12,836
|
|
|
3,677
|
|
|
36,532
|
|
|
51,548
|
|
|
—
|
|
|
163
|
|
|
104,756
|
|
|||||||
Goodwill balance, net of accumulated amortization, as of December 31, 2017
|
2,269,446
|
|
|
497,851
|
|
|
396,489
|
|
|
846,433
|
|
|
—
|
|
|
60,048
|
|
|
4,070,267
|
|
|||||||
Deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
3,251
|
|
|
—
|
|
|
6,644
|
|
|
9,895
|
|
|||||||
Non-deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
5,231
|
|
|
28,999
|
|
|
429,853
|
|
|
3,620
|
|
|
467,703
|
|
|||||||
Goodwill allocated to IMFS Divestment (see Note 13)
|
(1,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,202
|
)
|
|||||||
Fair value and other adjustments(2)
|
(423
|
)
|
|
—
|
|
|
—
|
|
|
4,283
|
|
|
—
|
|
|
609
|
|
|
4,469
|
|
|||||||
Currency effects
|
(16,026
|
)
|
|
(4,360
|
)
|
|
(19,914
|
)
|
|
(64,743
|
)
|
|
(3,897
|
)
|
|
(1,162
|
)
|
|
(110,102
|
)
|
|||||||
Goodwill balance, net of accumulated amortization, as of December 31, 2018
|
$
|
2,251,795
|
|
|
$
|
493,491
|
|
|
$
|
381,806
|
|
|
$
|
818,223
|
|
|
$
|
425,956
|
|
|
$
|
69,759
|
|
|
$
|
4,441,030
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2017
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2018
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
(1)
|
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.
|
(2)
|
Total fair value and other adjustments primarily include net adjustments of
$(2,717)
primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes and other liabilities and
$7,186
of cash paid related to certain acquisitions completed in 2017.
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationship intangible assets
|
$
|
1,704,105
|
|
|
$
|
(395,278
|
)
|
|
$
|
1,308,827
|
|
|
$
|
1,718,919
|
|
|
$
|
(455,705
|
)
|
|
$
|
1,263,214
|
|
Customer inducements(1)
|
140,030
|
|
|
(66,981
|
)
|
|
73,049
|
|
|
56,478
|
|
|
(34,181
|
)
|
|
22,297
|
|
||||||
Data center lease-based intangible assets(2)
|
19,314
|
|
|
(643
|
)
|
|
18,671
|
|
|
271,818
|
|
|
(50,807
|
)
|
|
221,011
|
|
||||||
Third-party commissions asset(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
30,071
|
|
|
(1,089
|
)
|
|
28,982
|
|
||||||
|
$
|
1,863,449
|
|
|
$
|
(462,902
|
)
|
|
$
|
1,400,547
|
|
|
$
|
2,077,286
|
|
|
$
|
(541,782
|
)
|
|
$
|
1,535,504
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Data center below-market leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,318
|
|
|
$
|
(1,642
|
)
|
|
$
|
10,676
|
|
(1)
|
The gross carrying amount, accumulated amortization and net carrying amount of customer inducements as of December 31, 2017 includes Free Move Costs, which were capitalized as Customer Inducements prior to the adoption of ASU 2014-09. Subsequent to the adoption of ASU 2014-09, Free Move Costs are considered Contract Fulfillment Costs and Customer Inducements consist exclusively of Permanent Withdrawal Fees. Contract Fulfillment Costs are included in Other, a component of Other assets, net, in the accompanying Consolidated Balance Sheet as of December 31, 2018. See Note 2.l. for information regarding Contract Fulfillment Costs included in our Consolidated Balance Sheet as of December 31, 2018.
|
(2)
|
Includes Data Center In-Place Leases, Data Center Tenant Relationships and Data Center Above-Market Leases.
|
(3)
|
Third-party commissions asset is included in Other, a component of Other assets, net in the accompanying Consolidated Balance Sheet as of December 31, 2018. See Note 6 for additional information on the third-party commissions asset.
|
|
December 31, 2017
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Other finite-lived intangible assets (included in other assets, net)
|
$
|
20,929
|
|
|
$
|
(10,728
|
)
|
|
$
|
10,201
|
|
|
$
|
20,310
|
|
|
$
|
(14,798
|
)
|
|
$
|
5,512
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2017
|
|
2018
|
||||||
Amortization expense included in depreciation and amortization associated with:
|
|
|
|
|
|
|
|
|
|
|||
Customer relationship and customer inducement intangible assets
|
|
$
|
84,349
|
|
|
$
|
109,563
|
|
|
$
|
113,782
|
|
Data center in-place leases and tenant relationships
|
|
—
|
|
|
—
|
|
|
43,061
|
|
|||
Other finite-lived intangible assets
|
|
2,451
|
|
|
6,530
|
|
|
4,624
|
|
|||
Third-party commissions asset
|
|
—
|
|
|
—
|
|
|
1,089
|
|
|||
Revenue reduction associated with amortization of:
|
|
|
|
|
|
|
|
|
|
|||
Permanent withdrawal fees
|
|
$
|
12,217
|
|
|
$
|
11,253
|
|
|
$
|
11,408
|
|
Data center above-market leases and data center below-market leases
|
|
—
|
|
|
—
|
|
|
4,873
|
|
|
Estimated Amortization
|
||||||||||
|
Included in Depreciation
and Amortization |
|
Revenue Reduction Associated with the Amortization of Permanent Withdrawal Fees
|
|
Revenue Reduction (Increase) Associated with Amortization of Data Center
Above-market leases and Below-market leases
|
||||||
2019
|
$
|
160,048
|
|
|
$
|
7,386
|
|
|
$
|
4,332
|
|
2020
|
155,324
|
|
|
5,705
|
|
|
1,260
|
|
|||
2021
|
151,546
|
|
|
3,792
|
|
|
676
|
|
|||
2022
|
121,459
|
|
|
1,667
|
|
|
157
|
|
|||
2023
|
118,586
|
|
|
1,192
|
|
|
(523
|
)
|
|||
Thereafter
|
800,248
|
|
|
1,387
|
|
|
(3,902
|
)
|
|
Estimated Amortization of
Deferred Financing Costs
|
||
2019
|
$
|
15,544
|
|
2020
|
15,396
|
|
|
2021
|
14,272
|
|
|
2022
|
13,227
|
|
|
2023
|
10,108
|
|
|
Thereafter
|
18,060
|
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
Interest
|
$
|
71,176
|
|
|
$
|
83,854
|
|
Payroll and vacation
|
67,379
|
|
|
65,846
|
|
||
Incentive compensation
|
72,006
|
|
|
75,256
|
|
||
Sales tax and VAT payable
|
63,725
|
|
|
96,564
|
|
||
Dividend
|
172,102
|
|
|
181,986
|
|
||
Other
|
206,758
|
|
|
249,178
|
|
||
Accrued expenses
|
$
|
653,146
|
|
|
$
|
752,684
|
|
|
|
|
|
January 1, 2018 (Date of Adoption of
ASU 2014-09) |
|
|
December 31, 2018
|
|||||||||||||||||||
Description
|
|
Location in Balance Sheet
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|||||||||||
Intake Costs asset
|
|
Other (within Other Assets, Net)
|
|
$
|
31,604
|
|
|
$
|
(14,954
|
)
|
|
$
|
16,650
|
|
|
|
$
|
39,748
|
|
|
$
|
(24,504
|
)
|
|
15,244
|
|
Commissions asset
|
|
Other (within Other Assets, Net)
|
|
42,072
|
|
|
(21,173
|
)
|
|
20,899
|
|
|
|
58,424
|
|
|
(34,637
|
)
|
|
23,787
|
|
|
Estimated Amortization
|
||
2019
|
$
|
21,227
|
|
2020
|
12,526
|
|
|
2021
|
5,278
|
|
|
|
|
|
December 31,
|
||||||
Description
|
|
Balance Sheet Location
|
|
2017
|
|
2018
|
||||
Deferred revenue - Current
|
|
Deferred revenue
|
|
$
|
241,590
|
|
|
$
|
264,823
|
|
Deferred revenue - Long-term
|
|
Other Long-term Liabilities
|
|
—
|
|
|
26,401
|
|
|
Year Ended December 31, 2018
|
||||||
|
As Reported
|
|
If ASU 2014-09 was not adopted
|
||||
Revenues
|
$
|
4,225,761
|
|
|
$
|
4,219,663
|
|
Operating Income
|
$
|
755,508
|
|
|
$
|
751,648
|
|
Income from Continuing Operations
|
$
|
376,976
|
|
|
$
|
373,113
|
|
|
|
|
|
||||
Per Share Income from Continuing Operations - Basic
|
$
|
1.31
|
|
|
$
|
1.30
|
|
Per Share Income from Continuing Operations - Diluted
|
$
|
1.31
|
|
|
$
|
1.30
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
110
|
|
|
$
|
108
|
|
|
$
|
119
|
|
Selling, general and administrative expenses
|
28,866
|
|
|
29,911
|
|
|
31,048
|
|
|||
Total stock-based compensation
|
$
|
28,976
|
|
|
$
|
30,019
|
|
|
$
|
31,167
|
|
|
December 31, 2018
|
||||
|
Stock Options Outstanding
|
|
% of
Stock Options Outstanding |
||
Three-year vesting period (10 year contractual life)
|
3,965,018
|
|
|
92.8
|
%
|
Five-year vesting period (10 year contractual life)
|
306,816
|
|
|
7.2
|
%
|
|
4,271,834
|
|
|
100.0
|
%
|
Weighted Average Assumptions
|
|
2016
|
|
2017
|
|
2018
|
|||
Expected volatility
|
|
27.2
|
%
|
|
25.7
|
%
|
|
25.4
|
%
|
Risk-free interest rate
|
|
1.32
|
%
|
|
1.96
|
%
|
|
2.65
|
%
|
Expected dividend yield
|
|
7
|
%
|
|
6
|
%
|
|
7
|
%
|
Expected life
|
|
5.6 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Aggregate intrinsic value of stock options exercised
|
$
|
18,298
|
|
|
$
|
8,485
|
|
|
$
|
2,181
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Cash dividends accrued on RSUs
|
$
|
2,525
|
|
|
$
|
2,590
|
|
|
$
|
2,899
|
|
Cash dividends paid on RSUs
|
2,363
|
|
|
2,370
|
|
|
2,477
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Fair value of RSUs vested
|
$
|
22,236
|
|
|
$
|
19,825
|
|
|
$
|
20,454
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Cash dividends accrued on PUs
|
$
|
1,078
|
|
|
$
|
1,290
|
|
|
$
|
1,804
|
|
Cash dividends paid on PUs
|
645
|
|
|
205
|
|
|
644
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Fair value of earned PUs that vested
|
$
|
5,748
|
|
|
$
|
1,242
|
|
|
$
|
3,117
|
|
|
Original
PU Awards |
|
PU Adjustment(1)
|
|
Total
PU Awards |
|
Weighted-
Average Grant-Date Fair Value |
|||||
Non-vested at December 31, 2017
|
717,878
|
|
|
(250,067
|
)
|
|
467,811
|
|
|
$
|
39.28
|
|
Granted
|
353,507
|
|
|
—
|
|
|
353,507
|
|
|
33.64
|
|
|
Vested
|
(81,305
|
)
|
|
—
|
|
|
(81,305
|
)
|
|
38.34
|
|
|
Forfeited/Performance or Market Conditions Not Achieved
|
(23,031
|
)
|
|
(49,881
|
)
|
|
(72,912
|
)
|
|
38.01
|
|
|
Non-vested at December 31, 2018
|
967,049
|
|
|
(299,948
|
)
|
|
667,101
|
|
|
$
|
36.54
|
|
(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,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Income (loss) from continuing operations
|
$
|
103,880
|
|
|
$
|
191,723
|
|
|
$
|
376,976
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
2,409
|
|
|
1,611
|
|
|
1,198
|
|
|||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
$
|
101,471
|
|
|
$
|
190,112
|
|
|
$
|
375,778
|
|
Income (loss) from discontinued operations, net of tax
|
3,353
|
|
|
(6,291
|
)
|
|
(12,427
|
)
|
|||
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
104,824
|
|
|
$
|
183,821
|
|
|
$
|
363,351
|
|
|
|
|
|
|
|
||||||
Weighted-average shares—basic
|
246,178,000
|
|
|
265,898,000
|
|
|
285,913,000
|
|
|||
Effect of dilutive potential stock options
|
574,954
|
|
|
431,071
|
|
|
234,558
|
|
|||
Effect of dilutive potential RSUs and PUs
|
514,044
|
|
|
509,235
|
|
|
505,030
|
|
|||
Effect of Over-Allotment Option(1)
|
—
|
|
|
6,278
|
|
|
—
|
|
|||
Weighted-average shares—diluted
|
247,266,998
|
|
|
266,844,584
|
|
|
286,652,588
|
|
|||
|
|
|
|
|
|
||||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Income (loss) from discontinued operations, net of tax
|
0.01
|
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(2)
|
$
|
0.43
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
||||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
0.41
|
|
|
$
|
0.71
|
|
|
$
|
1.31
|
|
Income (loss) from discontinued operations, net of tax
|
0.01
|
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|||
Net income (loss) attributable to Iron Mountain Incorporated(2)
|
$
|
0.42
|
|
|
$
|
0.69
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
1,790,362
|
|
|
2,326,344
|
|
|
3,258,078
|
|
(1)
|
See Note 12.
|
(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 |
||||||||||||
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
|
|
||||||
2018
|
|
46,648
|
|
|
36,329
|
|
|
18,625
|
|
|
(1,568
|
)
|
|
(56,450
|
)
|
|
43,584
|
|
(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, 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
|
|
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2018 Using |
||||||||||||
Description
|
Total Carrying
Value at December 31, 2018 |
|
Quoted prices
in active markets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||
Time Deposits(1)
|
$
|
956
|
|
|
$
|
—
|
|
|
$
|
956
|
|
|
$
|
—
|
|
Trading Securities
|
10,753
|
|
|
10,248
|
|
(2)
|
505
|
|
(3)
|
—
|
|
||||
Derivative Assets(4)
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
||||
Interest Rate Swap Agreements Liabilities(5)
|
973
|
|
|
—
|
|
|
973
|
|
|
—
|
|
(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.
|
(5)
|
We have entered into interest rate swap agreements to hedge certain of our interest rate exposures, as more fully disclosed in Note 3. The interest rate swap agreements are designated as cash flow hedges and are measured based on inputs other than quoted market prices that are observable.
|
|
Foreign Currency
Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Fair Value Adjustments for Interest Rate Swap Agreements
|
|
Total
|
||||||||
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
|
|
||||
Total other comprehensive (loss) income
|
108,584
|
|
|
—
|
|
|
—
|
|
|
108,584
|
|
||||
Balance as of December 31, 2017
|
$
|
(103,989
|
)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
(103,989
|
)
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment
|
(160,702
|
)
|
|
—
|
|
|
—
|
|
|
(160,702
|
)
|
||||
Fair value adjustments for interest rate swap agreements
|
—
|
|
|
—
|
|
|
(973
|
)
|
|
(973
|
)
|
||||
Total other comprehensive (loss) income
|
(160,702
|
)
|
|
—
|
|
|
(973
|
)
|
|
(161,675
|
)
|
||||
Balance as of December 31, 2018
|
$
|
(264,691
|
)
|
|
$
|
—
|
|
|
$
|
(973
|
)
|
|
$
|
(265,664
|
)
|
(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 13).
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Foreign currency transaction losses (gains), net(1)
|
$
|
20,413
|
|
|
$
|
43,248
|
|
|
$
|
(15,567
|
)
|
Debt extinguishment expense, net
|
9,283
|
|
|
78,368
|
|
|
—
|
|
|||
Other, net(2)
|
14,604
|
|
|
(42,187
|
)
|
|
3,875
|
|
|||
|
$
|
44,300
|
|
|
$
|
79,429
|
|
|
$
|
(11,692
|
)
|
(1)
|
The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, includes gains or losses primarily related to (i) our Euro Notes (as defined in Note 4), (ii) borrowings in certain foreign currencies under our Revolving Credit Facility and our Former Revolving Credit Facility (each as defined in Note 4), (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested and (iv) amounts that are paid or received on the net settlement amount from forward contracts (as more fully discussed in Note 3).
|
(2)
|
Other, net for the year ended December 31, 2016 includes a charge of
$15,417
associated with the loss on disposal of the Australia Divestment Business (as defined in Note 6) and a charge of
$1,421
associated with the loss on disposal of the Iron Mountain Canadian Divestments (as defined in Note 6). Other, net for the year ended December 31, 2017 includes a gain of
$38,869
associated with the Russia and Ukraine Divestment (as defined in Note 13).
|
Derivatives Not Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
December 31, 2017
|
|
December 31, 2018
|
||||
Derivative assets
|
|
Prepaid expenses and other
|
|
$
|
1,579
|
|
|
$
|
93
|
|
Derivative liabilities
|
|
Accrued expenses
|
|
2,329
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Net (receipts) payments
|
$
|
—
|
|
|
$
|
(9,073
|
)
|
|
$
|
5,797
|
|
|
|
|
|
Amount of (Gain) Loss
Recognized in Income
on Derivatives
|
||||||||||
|
|
|
|
December 31,
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Loss (Gain)
Recognized in Income on
Derivative
|
|
2016
|
|
2017
|
|
2018
|
||||||
Foreign exchange contracts
|
|
Other expense (income), net
|
|
$
|
—
|
|
|
$
|
(8,292
|
)
|
|
$
|
4,954
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Foreign exchange gains (losses)
|
$
|
1,107
|
|
|
$
|
(15,015
|
)
|
|
$
|
11,070
|
|
|
|
December 31, 2017
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value |
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
|
Fair
Value |
||||||||||||||
Revolving Credit Facility(1)
|
|
466,593
|
|
|
(14,407
|
)
|
|
452,186
|
|
|
466,593
|
|
|
|
793,832
|
|
|
(14,117
|
)
|
|
779,715
|
|
|
793,832
|
|
||||||
Term Loan A(1)
|
|
243,750
|
|
|
—
|
|
|
243,750
|
|
|
243,750
|
|
|
|
240,625
|
|
|
—
|
|
|
240,625
|
|
|
240,625
|
|
||||||
Term Loan B(1)(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
693,169
|
|
|
(8,742
|
)
|
|
684,427
|
|
|
660,013
|
|
||||||
Australian Dollar Term Loan (the "AUD Term Loan")(3)(4)
|
|
187,504
|
|
|
(3,382
|
)
|
|
184,122
|
|
|
189,049
|
|
|
|
233,955
|
|
|
(3,084
|
)
|
|
230,871
|
|
|
235,645
|
|
||||||
UK Bilateral Revolving Credit Facility ("UK Bilateral Facility")(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
178,299
|
|
|
(2,357
|
)
|
|
175,942
|
|
|
178,299
|
|
||||||
4
3
/
8
% Senior Notes due 2021 (the "4
3
/
8
% Notes")(5)(6)(7)
|
|
500,000
|
|
|
(5,874
|
)
|
|
494,126
|
|
|
507,500
|
|
|
|
500,000
|
|
|
(4,155
|
)
|
|
495,845
|
|
|
488,750
|
|
||||||
6% Senior Notes due 2023 (the "6% Notes due 2023")(5)(6)
|
|
600,000
|
|
|
(6,224
|
)
|
|
593,776
|
|
|
625,500
|
|
|
|
600,000
|
|
|
(5,126
|
)
|
|
594,874
|
|
|
606,000
|
|
||||||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(5)(7)(8)
|
|
199,171
|
|
|
(3,295
|
)
|
|
195,876
|
|
|
208,631
|
|
|
|
183,403
|
|
|
(2,506
|
)
|
|
180,897
|
|
|
186,154
|
|
||||||
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")(5)(6)
|
|
1,000,000
|
|
|
(9,156
|
)
|
|
990,844
|
|
|
1,012,500
|
|
|
|
1,000,000
|
|
|
(7,782
|
)
|
|
992,218
|
|
|
940,000
|
|
||||||
3% Euro Senior Notes due 2025 (the "Euro Notes")(5)(6)(7)
|
|
359,386
|
|
|
(4,691
|
)
|
|
354,695
|
|
|
364,776
|
|
|
|
343,347
|
|
|
(4,098
|
)
|
|
339,249
|
|
|
321,029
|
|
||||||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(5)(7)(9)
|
|
539,702
|
|
|
(7,718
|
)
|
|
531,984
|
|
|
527,559
|
|
|
|
509,425
|
|
|
(6,573
|
)
|
|
502,852
|
|
|
453,811
|
|
||||||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")(5)(7)(10)
|
|
250,000
|
|
|
(3,615
|
)
|
|
246,385
|
|
|
256,875
|
|
|
|
250,000
|
|
|
(3,185
|
)
|
|
246,815
|
|
|
224,375
|
|
||||||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")(5)(6)(7)
|
|
1,000,000
|
|
|
(13,866
|
)
|
|
986,134
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
(12,442
|
)
|
|
987,558
|
|
|
855,000
|
|
||||||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")(5)(6)(7)
|
|
825,000
|
|
|
(11,817
|
)
|
|
813,183
|
|
|
826,031
|
|
|
|
825,000
|
|
|
(10,923
|
)
|
|
814,077
|
|
|
713,625
|
|
||||||
Real Estate Mortgages, Capital Leases and Other(11)
|
|
649,432
|
|
|
(566
|
)
|
|
648,866
|
|
|
649,432
|
|
|
|
606,702
|
|
|
(171
|
)
|
|
606,531
|
|
|
606,702
|
|
||||||
Accounts Receivable Securitization Program(12)
|
|
258,973
|
|
|
(356
|
)
|
|
258,617
|
|
|
258,973
|
|
|
|
221,673
|
|
|
(218
|
)
|
|
221,455
|
|
|
221,673
|
|
||||||
Mortgage Securitization Program(13)
|
|
50,000
|
|
|
(1,273
|
)
|
|
48,727
|
|
|
50,000
|
|
|
|
50,000
|
|
|
(1,128
|
)
|
|
48,872
|
|
|
50,000
|
|
||||||
Total Long-term Debt
|
|
7,129,511
|
|
|
(86,240
|
)
|
|
7,043,271
|
|
|
|
|
|
|
8,229,430
|
|
|
(86,607
|
)
|
|
8,142,823
|
|
|
|
|||||||
Less Current Portion
|
|
(146,300
|
)
|
|
—
|
|
|
(146,300
|
)
|
|
|
|
|
|
(126,406
|
)
|
|
—
|
|
|
(126,406
|
)
|
|
|
|
||||||
Long-term Debt, Net of Current Portion
|
|
$
|
6,983,211
|
|
|
$
|
(86,240
|
)
|
|
$
|
6,896,971
|
|
|
|
|
|
|
$
|
8,103,024
|
|
|
$
|
(86,607
|
)
|
|
$
|
8,016,417
|
|
|
|
|
(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. 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, 2017 and 2018, respectively.
|
(2)
|
The amount of debt for the Term Loan B (as defined below) reflects an unamortized original issue discount of
$1,581
as of December 31, 2018.
|
(3)
|
The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $
1,545
and
$1,690
as of December 31, 2017 and 2018, respectively.
|
(4)
|
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.
|
(5)
|
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,
2017
and
2018
, respectively.
|
(6)
|
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 IMI's 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. The remainder of our subsidiaries do not guarantee the Parent Notes. See Note 5.
|
(7)
|
The 4
3
/
8
% Notes, 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.
|
(8)
|
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.
|
(9)
|
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.
|
(10)
|
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.
|
(11)
|
Includes (i) real estate mortgages of
$20,183
and
$18,576
as of December 31,
2017
and
2018
, respectively, which bear interest at approximately
4.3%
as of December 31, 2017 and
4.1%
as of December 31, 2018 and are payable in various installments through 2021, (ii) capital lease obligations of
$436,285
and
$447,173
as of December 31,
2017
and
2018
, respectively, which bear a weighted average interest rate of
4.9%
at December 31,
2017
and
5.7%
at December 31,
2018
, and (iii) other notes and other obligations, which were assumed by us as a result of certain acquisitions, of
$192,964
and
$140,953
as of December 31,
2017
and
2018
, respectively, and bear a weighted average interest rate of
11.2%
at December 31,
2017
and
11.1%
at December 31,
2018
, respectively. 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 Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
(13)
|
The Mortgage Securitization Special Purpose Subsidiary is the obligor under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
|
•
|
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, |
|
|||||||||
2019
|
|
101.094
|
%
|
(1)
|
102.000
|
%
|
(1)
|
104.031
|
%
|
(1)
|
100.958
|
%
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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.
|
|
December 31, 2017
|
|
December 31, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.0
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
1.6
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.8
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)(2)
|
Fixed charge coverage ratio
|
2.1
|
|
|
2.2
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures 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 indentures 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.
|
(2)
|
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 (as defined in Note 12), 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
|
|
Amount
|
||
2019
|
|
$
|
126,406
|
|
2020
|
|
381,741
|
|
|
2021
|
|
583,759
|
|
|
2022
|
|
447,153
|
|
|
2023
|
|
1,800,128
|
|
|
Thereafter
|
|
4,893,514
|
|
|
|
|
8,232,701
|
|
|
Net Discounts
|
|
(3,271
|
)
|
|
Net Deferred Financing Costs
|
|
(86,607
|
)
|
|
Total Long-term Debt (including current portion)
|
|
$
|
8,142,823
|
|
|
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 Pool
|
—
|
|
|
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.v.)
|
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.
|
|
December 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
132
|
|
|
$
|
61,650
|
|
|
$
|
169,318
|
|
|
$
|
(65,615
|
)
|
|
$
|
165,485
|
|
Accounts receivable
|
—
|
|
|
47,900
|
|
|
798,989
|
|
|
—
|
|
|
846,889
|
|
|||||
Intercompany receivable
|
—
|
|
|
818,463
|
|
|
—
|
|
|
(818,463
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
93
|
|
|
108,879
|
|
|
86,797
|
|
|
(29
|
)
|
|
195,740
|
|
|||||
Total Current Assets
|
225
|
|
|
1,036,892
|
|
|
1,055,104
|
|
|
(884,107
|
)
|
|
1,208,114
|
|
|||||
Property, Plant and Equipment, Net
|
190
|
|
|
3,002,104
|
|
|
1,487,263
|
|
|
—
|
|
|
4,489,557
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,954,686
|
|
|
—
|
|
|
—
|
|
|
(4,954,686
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,885,174
|
|
|
1,006,144
|
|
|
—
|
|
|
(2,891,318
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,858,539
|
|
|
1,582,491
|
|
|
—
|
|
|
4,441,030
|
|
|||||
Other
|
—
|
|
|
979,483
|
|
|
734,063
|
|
|
—
|
|
|
1,713,546
|
|
|||||
Total Other Assets, Net
|
6,839,860
|
|
|
4,844,166
|
|
|
2,316,554
|
|
|
(7,846,004
|
)
|
|
6,154,576
|
|
|||||
Total Assets
|
$
|
6,840,275
|
|
|
$
|
8,883,162
|
|
|
$
|
4,858,921
|
|
|
$
|
(8,730,111
|
)
|
|
$
|
11,852,247
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
462,927
|
|
|
$
|
—
|
|
|
$
|
355,536
|
|
|
$
|
(818,463
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
10,612
|
|
|
55,003
|
|
|
(65,615
|
)
|
|
—
|
|
|||||
Current Portion of Long-term Debt
|
—
|
|
|
63,703
|
|
|
62,732
|
|
|
(29
|
)
|
|
126,406
|
|
|||||
Total Other Current Liabilities
|
268,373
|
|
|
616,826
|
|
|
451,073
|
|
|
—
|
|
|
1,336,272
|
|
|||||
Long-term Debt, Net of Current Portion
|
4,223,822
|
|
|
1,877,649
|
|
|
1,914,946
|
|
|
—
|
|
|
8,016,417
|
|
|||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
4,954,686
|
|
|
—
|
|
|
(4,954,686
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
973
|
|
|
115,994
|
|
|
300,064
|
|
|
—
|
|
|
417,031
|
|
|||||
Commitments and Contingencies (see Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable Noncontrolling Interests (see Note 2.v.)
|
—
|
|
|
—
|
|
|
70,532
|
|
|
—
|
|
|
70,532
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,884,180
|
|
|
1,243,692
|
|
|
1,647,626
|
|
|
(2,891,318
|
)
|
|
1,884,180
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,409
|
|
|
—
|
|
|
1,409
|
|
|||||
Total Equity
|
1,884,180
|
|
|
1,243,692
|
|
|
1,649,035
|
|
|
(2,891,318
|
)
|
|
1,885,589
|
|
|||||
Total Liabilities and Equity
|
$
|
6,840,275
|
|
|
$
|
8,883,162
|
|
|
$
|
4,858,921
|
|
|
$
|
(8,730,111
|
)
|
|
$
|
11,852,247
|
|
(1)
|
Included within Cash and Cash Equivalents at December 31, 2018 is approximately
$57,200
and
$12,700
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, 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 (Benefit) Provision 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
|
|
|
—
|
|
||||||
Net Income (Loss)
|
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
|
|
|
—
|
|
|||||
(Loss) Income 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, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
—
|
|
|
$
|
1,600,230
|
|
|
$
|
1,022,225
|
|
|
$
|
—
|
|
|
$
|
2,622,455
|
|
Service
|
—
|
|
|
970,678
|
|
|
632,628
|
|
|
—
|
|
|
1,603,306
|
|
|||||
Intercompany revenues
|
—
|
|
|
4,759
|
|
|
18,439
|
|
|
(23,198
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
2,575,667
|
|
|
1,673,292
|
|
|
(23,198
|
)
|
|
4,225,761
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
1,007,794
|
|
|
793,788
|
|
|
—
|
|
|
1,801,582
|
|
|||||
Intercompany cost of sales
|
—
|
|
|
18,439
|
|
|
4,759
|
|
|
(23,198
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
(288
|
)
|
|
711,702
|
|
|
327,561
|
|
|
—
|
|
|
1,038,975
|
|
|||||
Depreciation and amortization
|
122
|
|
|
403,480
|
|
|
235,912
|
|
|
—
|
|
|
639,514
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(1,489
|
)
|
|
(8,329
|
)
|
|
—
|
|
|
(9,818
|
)
|
|||||
Total Operating Expenses
|
(166
|
)
|
|
2,139,926
|
|
|
1,353,691
|
|
|
(23,198
|
)
|
|
3,470,253
|
|
|||||
Operating (Loss) Income
|
166
|
|
|
435,741
|
|
|
319,601
|
|
|
—
|
|
|
755,508
|
|
|||||
Interest Expense (Income), Net
|
199,955
|
|
|
5,692
|
|
|
203,642
|
|
|
—
|
|
|
409,289
|
|
|||||
Other Expense (Income), Net
|
2,328
|
|
|
16,744
|
|
|
(30,764
|
)
|
|
—
|
|
|
(11,692
|
)
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
(202,117
|
)
|
|
413,305
|
|
|
146,723
|
|
|
—
|
|
|
357,911
|
|
|||||
(Benefit) Provision for Income Taxes
|
—
|
|
|
(2,418
|
)
|
|
38,681
|
|
|
—
|
|
|
36,263
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(836
|
)
|
|
(54,492
|
)
|
|
—
|
|
|
(55,328
|
)
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(565,468
|
)
|
|
(156,993
|
)
|
|
—
|
|
|
722,461
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
363,351
|
|
|
573,552
|
|
|
162,534
|
|
|
(722,461
|
)
|
|
376,976
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(12,283
|
)
|
|
(144
|
)
|
|
—
|
|
|
(12,427
|
)
|
|||||
Net Income (Loss)
|
363,351
|
|
|
561,269
|
|
|
162,390
|
|
|
(722,461
|
)
|
|
364,549
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,198
|
|
|
—
|
|
|
1,198
|
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
363,351
|
|
|
$
|
561,269
|
|
|
$
|
161,192
|
|
|
$
|
(722,461
|
)
|
|
$
|
363,351
|
|
Net Income (Loss)
|
$
|
363,351
|
|
|
$
|
561,269
|
|
|
$
|
162,390
|
|
|
$
|
(722,461
|
)
|
|
$
|
364,549
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Translation Adjustment
|
11,070
|
|
|
—
|
|
|
(175,177
|
)
|
|
—
|
|
|
(164,107
|
)
|
|||||
Change in Fair Value of Interest Rate Swap Agreements
|
(973
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973
|
)
|
|||||
Equity in Other Comprehensive Income (Loss) of Subsidiaries
|
(171,772
|
)
|
|
(139,971
|
)
|
|
—
|
|
|
311,743
|
|
|
—
|
|
|||||
Total Other Comprehensive Income (Loss)
|
(161,675
|
)
|
|
(139,971
|
)
|
|
(175,177
|
)
|
|
311,743
|
|
|
(165,080
|
)
|
|||||
Comprehensive Income (Loss)
|
201,676
|
|
|
421,298
|
|
|
(12,787
|
)
|
|
(410,718
|
)
|
|
199,469
|
|
|||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(2,207
|
)
|
|
—
|
|
|
(2,207
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
201,676
|
|
|
$
|
421,298
|
|
|
$
|
(10,580
|
)
|
|
$
|
(410,718
|
)
|
|
$
|
201,676
|
|
|
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) and proceeds from involuntary conversion of property and equipment
|
—
|
|
|
5,235
|
|
|
30
|
|
|
2,712
|
|
|
—
|
|
|
7,977
|
|
||||||
Cash Flows from Investing Activities
|
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
|
(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, including Restricted Cash, beginning of year
|
151
|
|
|
7,803
|
|
|
13,182
|
|
|
107,245
|
|
|
—
|
|
|
128,381
|
|
||||||
Cash and cash equivalents, including Restricted Cash, 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
|
$
|
(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) and proceeds from involuntary conversion of property and equipment
|
—
|
|
|
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 and term loan facilities, bridge facilities and other debt
|
(262,579
|
)
|
|
(8,077,553
|
)
|
|
(6,089,563
|
)
|
|
—
|
|
|
(14,429,695
|
)
|
|||||
Proceeds from revolving credit and term loan facilities, bridge 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 (repayment to) financing from and equity (distribution to) contribution from 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 (payments) associated with employee stock-based awards
|
13,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,095
|
|
|||||
Net proceeds associated with the Equity Offering, including Over-Allotment Option
|
516,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516,462
|
|
|||||
Net proceeds associated with the At The Market (ATM) Program
|
59,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,129
|
|
|||||
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, including Restricted Cash, beginning of year
|
2,405
|
|
|
23,380
|
|
|
210,699
|
|
|
—
|
|
|
236,484
|
|
|||||
Cash and cash equivalents, including Restricted Cash, end of year
|
$
|
2,433
|
|
|
$
|
634,317
|
|
|
$
|
383,675
|
|
|
$
|
(94,726
|
)
|
|
$
|
925,699
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities-Continuing Operations
|
$
|
(217,819
|
)
|
|
$
|
877,864
|
|
|
$
|
276,499
|
|
|
$
|
—
|
|
|
$
|
936,544
|
|
Cash Flows from Operating Activities-Discontinued Operations
|
—
|
|
|
(995
|
)
|
|
—
|
|
|
—
|
|
|
(995
|
)
|
|||||
Cash Flows from Operating Activities
|
(217,819
|
)
|
|
876,869
|
|
|
276,499
|
|
|
—
|
|
|
935,549
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(312,856
|
)
|
|
(147,206
|
)
|
|
—
|
|
|
(460,062
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(1,338,888
|
)
|
|
(419,669
|
)
|
|
—
|
|
|
(1,758,557
|
)
|
|||||
Intercompany loans to subsidiaries
|
805,799
|
|
|
90,569
|
|
|
—
|
|
|
(896,368
|
)
|
|
—
|
|
|||||
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles
|
—
|
|
|
(73,429
|
)
|
|
(25,258
|
)
|
|
—
|
|
|
(98,687
|
)
|
|||||
Net proceeds from Divestments (see Note 6)
|
—
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
|||||
Proceeds from sales of property and equipment and other, net (including real estate) and proceeds from involuntary conversion of property and equipment
|
—
|
|
|
299
|
|
|
85,860
|
|
|
—
|
|
|
86,159
|
|
|||||
Cash Flows from Investing Activities-Continuing Operations
|
805,799
|
|
|
(1,633,286
|
)
|
|
(506,273
|
)
|
|
(896,368
|
)
|
|
(2,230,128
|
)
|
|||||
Cash Flows from Investing Activities-Discontinued Operations
|
—
|
|
|
8,250
|
|
|
—
|
|
|
—
|
|
|
8,250
|
|
|||||
Cash Flows from Investing Activities
|
805,799
|
|
|
(1,625,036
|
)
|
|
(506,273
|
)
|
|
(896,368
|
)
|
|
(2,221,878
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit and term loan facilities, bridge facilities and other debt
|
—
|
|
|
(7,355,086
|
)
|
|
(6,837,053
|
)
|
|
—
|
|
|
(14,192,139
|
)
|
|||||
Proceeds from revolving credit and term loan facilities, bridge facilities and other debt
|
—
|
|
|
8,445,509
|
|
|
6,906,105
|
|
|
—
|
|
|
15,351,614
|
|
|||||
Debit (payments) balances under cash pools
|
—
|
|
|
(45,621
|
)
|
|
16,510
|
|
|
29,111
|
|
|
—
|
|
|||||
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net
|
—
|
|
|
—
|
|
|
(2,523
|
)
|
|
—
|
|
|
(2,523
|
)
|
|||||
Intercompany loans from parent
|
—
|
|
|
(856,911
|
)
|
|
(39,457
|
)
|
|
896,368
|
|
|
—
|
|
|||||
Parent cash dividends
|
(673,635
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(673,635
|
)
|
|||||
Net payments associated with employee stock-based awards
|
(1,142
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,142
|
)
|
|||||
Net proceeds associated with the Equity Offering, including Over-Allotment Option
|
76,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,192
|
|
|||||
Net proceeds associated with the At The Market (ATM) Program
|
8,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,716
|
|
|||||
Payment of debt financing and stock issuance costs
|
(412
|
)
|
|
(12,391
|
)
|
|
(3,602
|
)
|
|
—
|
|
|
(16,405
|
)
|
|||||
Cash Flows from Financing Activities-Continuing Operations
|
(590,281
|
)
|
|
175,500
|
|
|
39,980
|
|
|
925,479
|
|
|
550,678
|
|
|||||
Cash Flows from Financing Activities-Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
(590,281
|
)
|
|
175,500
|
|
|
39,980
|
|
|
925,479
|
|
|
550,678
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(24,563
|
)
|
|
—
|
|
|
(24,563
|
)
|
|||||
(Decrease) Increase in cash and cash equivalents
|
(2,301
|
)
|
|
(572,667
|
)
|
|
(214,357
|
)
|
|
29,111
|
|
|
(760,214
|
)
|
|||||
Cash and cash equivalents, including Restricted Cash, beginning of year
|
2,433
|
|
|
634,317
|
|
|
383,675
|
|
|
(94,726
|
)
|
|
925,699
|
|
|||||
Cash and cash equivalents, including Restricted Cash, end of year
|
$
|
132
|
|
|
$
|
61,650
|
|
|
$
|
169,318
|
|
|
$
|
(65,615
|
)
|
|
$
|
165,485
|
|
•
|
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").
|
(1)
|
The Pro Forma Financial Information for the year ended December 31, 2016 only reflect the pro forma results of us and Recall.
|
(2)
|
The Pro Forma Financial Information for the years ended December 31, 2017 and 2018 only reflect pro forma results of us and IODC as Recall was included in our actual financial results for the years ended December 31, 2017 and 2018.
|
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||||||||||||
|
|
Recall
|
|
Other Fiscal Year 2016 Acquisitions
|
|
Total
|
|
Total
|
|
IODC Transaction
|
|
Other Fiscal Year 2018 Acquisitions
|
|
Total
|
||||||||||||||
Cash Paid (gross of cash acquired)(1)
|
|
$
|
331,834
|
|
|
$
|
37,350
|
|
|
$
|
369,184
|
|
|
$
|
234,314
|
|
|
$
|
1,347,046
|
|
|
$
|
432,078
|
|
|
$
|
1,779,124
|
|
Purchase Price Holdbacks and Other(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,093
|
|
|
—
|
|
|
35,218
|
|
|
35,218
|
|
|||||||
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
|
|
2,166,860
|
|
|
40,856
|
|
|
2,207,716
|
|
|
338,928
|
|
|
1,347,046
|
|
|
467,296
|
|
|
1,814,342
|
|
|||||||
Fair Value of Identifiable Assets Acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash
|
|
76,461
|
|
|
576
|
|
|
77,037
|
|
|
14,746
|
|
|
34,307
|
|
|
10,227
|
|
|
44,534
|
|
|||||||
Accounts Receivable and Prepaid Expenses
|
|
176,775
|
|
|
2,703
|
|
|
179,478
|
|
|
19,309
|
|
|
7,070
|
|
|
13,076
|
|
|
20,146
|
|
|||||||
Fair Value of Recall Divestments(3)
|
|
121,689
|
|
|
—
|
|
|
121,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other Assets
|
|
57,563
|
|
|
541
|
|
|
58,104
|
|
|
5,070
|
|
|
—
|
|
|
4,586
|
|
|
4,586
|
|
|||||||
Property, Plant and Equipment(4)
|
|
622,063
|
|
|
10,963
|
|
|
633,026
|
|
|
150,878
|
|
|
863,027
|
|
|
225,848
|
|
|
1,088,875
|
|
|||||||
Customer Relationship Intangible Assets(5)
|
|
709,139
|
|
|
20,842
|
|
|
729,981
|
|
|
116,028
|
|
|
—
|
|
|
44,622
|
|
|
44,622
|
|
|||||||
Data Center In-Place Leases(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,300
|
|
|
104,340
|
|
|
36,130
|
|
|
140,470
|
|
|||||||
Data Center Tenant Relationships(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,362
|
|
|
18,410
|
|
|
95,772
|
|
|||||||
Data Center Above-Market Leases(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,439
|
|
|
2,381
|
|
|
18,820
|
|
|||||||
Other Intangible Assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Debt Assumed
|
|
(792,385
|
)
|
|
—
|
|
|
(792,385
|
)
|
|
(5,287
|
)
|
|
—
|
|
|
(12,312
|
)
|
|
(12,312
|
)
|
|||||||
Accounts Payable, Accrued Expenses and Other Liabilities
|
|
(276,814
|
)
|
|
(11,504
|
)
|
|
(288,318
|
)
|
|
(24,869
|
)
|
|
(36,230
|
)
|
|
(17,206
|
)
|
|
(53,436
|
)
|
|||||||
Deferred Income Taxes
|
|
(164,074
|
)
|
|
(2,985
|
)
|
|
(167,059
|
)
|
|
(18,122
|
)
|
|
—
|
|
|
(43,218
|
)
|
|
(43,218
|
)
|
|||||||
Data Center Below-Market Leases(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,421
|
)
|
|
(694
|
)
|
|
(12,115
|
)
|
|||||||
Total Fair Value of Identifiable Net Assets Acquired
|
|
530,417
|
|
|
21,136
|
|
|
551,553
|
|
|
278,540
|
|
|
1,054,894
|
|
|
281,850
|
|
|
1,336,744
|
|
|||||||
Goodwill Initially Recorded(9)
|
|
$
|
1,636,443
|
|
|
$
|
19,720
|
|
|
$
|
1,656,163
|
|
|
$
|
60,388
|
|
|
$
|
292,152
|
|
|
$
|
185,446
|
|
|
$
|
477,598
|
|
(1)
|
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. Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the year ended December 31, 2018 is net cash acquired of
$44,534
and contingent and other payments, net of
$23,967
related to acquisitions made in years prior to 2018.
|
(2)
|
Purchase price holdbacks and other includes
$16,771
purchase price accrued for the Santa Fe China Transaction in 2017 and includes
$18,824
purchase price accrued for the EvoSwitch Transaction in 2018.
|
(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, data center infrastructure, racking structures, warehouse equipment and computer hardware and software.
|
(5)
|
The weighted average lives of customer relationship intangible assets associated with acquisitions in
2016
,
2017
and
2018
was
13
years,
12
years and
10
years, respectively.
|
(6)
|
The weighted average lives of data center in-place leases associated with acquisitions in 2018 was
6
years.
|
(7)
|
The weighted average lives of data center tenant relationships associated with acquisitions in 2018 was
9
years.
|
(8)
|
The weighted average lives of data center above-market leases associated with acquisitions in 2018 was
3
years and the weighted average lives of data center below-market leases associated with acquisitions in 2018 was
7
years.
|
(9)
|
The goodwill associated with acquisitions, including Recall and IODC, 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,
|
||||||
|
2017
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Accrued liabilities and other adjustments
|
$
|
38,931
|
|
|
$
|
54,506
|
|
Net operating loss carryforwards
|
105,026
|
|
|
92,952
|
|
||
Federal benefit of unrecognized tax benefits
|
3,051
|
|
|
2,925
|
|
||
Valuation allowance
|
(61,756
|
)
|
|
(55,666
|
)
|
||
|
85,252
|
|
|
94,717
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Other assets, principally due to differences in amortization
|
(168,028
|
)
|
|
(166,469
|
)
|
||
Plant and equipment, principally due to differences in depreciation
|
(61,530
|
)
|
|
(74,147
|
)
|
||
Other(1)
|
—
|
|
|
(26,260
|
)
|
||
|
(229,558
|
)
|
|
(266,876
|
)
|
||
Net deferred tax liability
|
$
|
(144,306
|
)
|
|
$
|
(172,159
|
)
|
(1)
|
Other consists primarily of withholding taxes on the earnings of foreign qualified REIT subsidiaries, capital lease obligations and an accounting method change for certain tangible assets acquired as part of the IODC Transaction. At December 31, 2017, the comparable amount of approximately
$12,800
was presented as a reduction to accrued liabilities and other adjustments in the table above.
|
|
December 31,
|
||||||
|
2017
|
|
2018
|
||||
Noncurrent deferred tax assets (Included in Other, a component of
Other Assets, net)
|
$
|
11,422
|
|
|
$
|
11,677
|
|
Noncurrent deferred tax liabilities
|
(155,728
|
)
|
|
(183,836
|
)
|
Year Ended December 31,
|
|
Balance at
Beginning of
the Year
|
|
Charged
(Credited) to
Expense
|
|
Other Increases/(Decreases)(1)
|
|
Balance at
End of
the Year
|
||||||||
2016
|
|
$
|
60,009
|
|
|
$
|
7,660
|
|
|
$
|
3,690
|
|
|
$
|
71,359
|
|
2017
|
|
71,359
|
|
|
(4,317
|
)
|
|
(5,286
|
)
|
|
61,756
|
|
||||
2018
|
|
61,756
|
|
|
3,568
|
|
|
(9,658
|
)
|
|
55,666
|
|
(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,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Federal—current
|
$
|
52,944
|
|
|
$
|
16,345
|
|
|
$
|
703
|
|
Federal—deferred
|
(28,127
|
)
|
|
(12,655
|
)
|
|
(4,675
|
)
|
|||
State—current
|
6,096
|
|
|
3,440
|
|
|
918
|
|
|||
State—deferred
|
(1,479
|
)
|
|
(1,276
|
)
|
|
627
|
|
|||
Foreign—current
|
36,272
|
|
|
42,532
|
|
|
45,371
|
|
|||
Foreign—deferred
|
(20,762
|
)
|
|
(22,439
|
)
|
|
(6,681
|
)
|
|||
|
$
|
44,944
|
|
|
$
|
25,947
|
|
|
$
|
36,263
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Computed "expected" tax provision
|
$
|
51,325
|
|
|
$
|
75,637
|
|
|
$
|
75,161
|
|
Changes in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|||
Tax adjustment relating to REIT
|
(18,526
|
)
|
|
(78,873
|
)
|
|
(35,165
|
)
|
|||
Deferred tax adjustment and other taxes due to REIT conversion
|
247
|
|
|
—
|
|
|
—
|
|
|||
State taxes (net of federal tax benefit)
|
3,796
|
|
|
2,692
|
|
|
1,599
|
|
|||
Increase (decrease) in valuation allowance (net operating losses)
|
7,660
|
|
|
(4,317
|
)
|
|
3,568
|
|
|||
Foreign repatriation
|
510
|
|
|
29,476
|
|
|
—
|
|
|||
U.S. Federal Rate Reduction
|
—
|
|
|
(4,685
|
)
|
|
—
|
|
|||
Reserve (reversal) accrual and audit settlements (net of federal tax benefit)
|
1,898
|
|
|
(9,103
|
)
|
|
(13,985
|
)
|
|||
Foreign tax rate differential
|
(13,328
|
)
|
|
(11,949
|
)
|
|
5,545
|
|
|||
Disallowed foreign interest, Subpart F income, and other foreign taxes
|
7,773
|
|
|
29,325
|
|
|
903
|
|
|||
Other, net
|
3,589
|
|
|
(2,256
|
)
|
|
(1,363
|
)
|
|||
Provision (Benefit) for Income Taxes
|
$
|
44,944
|
|
|
$
|
25,947
|
|
|
$
|
36,263
|
|
Tax Years
|
|
Tax Jurisdiction
|
See Below
|
|
United States—Federal and State
|
2012 to present
|
|
Canada
|
2015 to present
|
|
United Kingdom
|
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
|
(1,740
|
)
|
|
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(1)
|
(2,789
|
)
|
|
Lapses of statutes
|
(2,629
|
)
|
|
Settlements
|
(22,950
|
)
|
|
Gross tax contingencies—December 31, 2017
|
$
|
38,533
|
|
Gross additions based on tax positions related to the current year
|
3,147
|
|
|
Gross additions for tax positions of prior years
|
981
|
|
|
Gross reductions for tax positions of prior years
|
(2,865
|
)
|
|
Lapses of statutes
|
(4,462
|
)
|
|
Settlements
|
(14
|
)
|
|
Gross tax contingencies—December 31, 2018
|
$
|
35,320
|
|
(1)
|
This amount includes gross additions related to the Recall Transaction.
|
Quarter Ended
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
||||||||
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
|
|
(1)
|
||||
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
|
|
|
||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
1,042,458
|
|
|
$
|
1,060,823
|
|
|
$
|
1,060,991
|
|
|
$
|
1,061,489
|
|
|
Operating income (loss)
|
|
164,559
|
|
|
203,359
|
|
|
195,746
|
|
|
191,844
|
|
|
||||
Income (loss) from continuing operations
|
|
45,614
|
|
|
93,903
|
|
|
78,628
|
|
|
158,831
|
|
|
||||
Total (loss) income from discontinued operations
|
|
(462
|
)
|
|
(360
|
)
|
|
(11,605
|
)
|
|
—
|
|
|
||||
Net income (loss)
|
|
45,152
|
|
|
93,543
|
|
|
67,023
|
|
|
158,831
|
|
|
||||
Net income (loss) attributable to Iron Mountain Incorporated
|
|
44,684
|
|
|
93,401
|
|
|
67,148
|
|
|
158,118
|
|
(2)
|
||||
Earnings (losses) per Share-Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.16
|
|
|
0.33
|
|
|
0.28
|
|
|
0.55
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.16
|
|
|
0.33
|
|
|
0.23
|
|
|
0.55
|
|
|
||||
Earnings (losses) per Share-Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) per share from continuing operations
|
|
0.16
|
|
|
0.33
|
|
|
0.27
|
|
|
0.55
|
|
|
||||
Total (loss) income per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|
||||
Net income (loss) per share attributable to Iron Mountain Incorporated
|
|
0.16
|
|
|
0.33
|
|
|
0.23
|
|
|
0.55
|
|
|
•
|
North American Records and Information Management Business—provides (i) records and information management storage and related services, including the storage of physical records, including media such as microfilm and microfiche, 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 customers (“Records Management”), throughout the United States and Canada; (ii) certain services related to Records Management, including secure shredding operations, which typically include the scheduled pick-up of loose office records that customers accumulate in specially designed secure containers we provide; and (iii) Information Governance and Digital Solutions, which develops, implements and supports comprehensive storage and information management solutions for the complete lifecycle of our customers' information, including the management of physical records, document conversion and digital storage in the United States and Canada.
|
•
|
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 Mountain Iron Cloud solution.
|
•
|
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).
|
•
|
Other International Business—provides records and information management services throughout the remaining European countries in which we operate, as well as the countries in which we operate in Latin America, Asia, the Middle East 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 Croatia, Cyprus, the Czech Republic, Denmark, Finland, Greece, Hungary, Norway, Poland, Romania, Serbia, Slovakia and Turkey and Records Management and Information Governance and Digital Solutions in Estonia, Latvia, Lithuania and Sweden. Our Latin America operations provide records and information management services, including Records Management, Data Protection & Recovery, destruction services 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 services 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-Mainland, China -Taiwan, China-Macau S.A.R., China-Hong Kong S.A.R., India, Indonesia, Malaysia, the Philippines, Singapore, South Korea, Thailand and the 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 enterprise-class data center facilities to protect mission-critical assets and ensure the continued operation of our customers’ IT infrastructure, with secure and reliable colocation and wholesale options. As of December 31, 2018, we had data center operations in
eight
markets in the United States: Denver, Colorado; Kansas City, Missouri; Boston, Massachusetts; Boyers, Pennsylvania; Manassas, Virginia; Edison, New Jersey; Columbus, Ohio; and Phoenix and Scottsdale, Arizona and three international markets: Amsterdam, London, and Singapore.
|
•
|
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 ("Entertainment Services"), throughout the United States, Canada, France, China-Hong Kong S.A.R., the Netherlands and the United Kingdom, and our fine art storage businesses and consumer storage businesses in the United States, Canada, Europe and China - Hong Kong S.A.R. These businesses represent the primary product offerings of our Adjacent Businesses operating segment. Additionally, our Corporate and Other Business segment includes 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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
1,930,699
|
|
|
$
|
392,814
|
|
|
$
|
447,357
|
|
|
$
|
659,370
|
|
|
$
|
24,249
|
|
|
$
|
56,964
|
|
|
$
|
3,511,453
|
|
Storage Rental
|
|
1,150,646
|
|
|
264,148
|
|
|
275,659
|
|
|
393,005
|
|
|
22,026
|
|
|
37,421
|
|
|
2,142,905
|
|
|||||||
Service
|
|
780,053
|
|
|
128,666
|
|
|
171,698
|
|
|
266,365
|
|
|
2,223
|
|
|
19,543
|
|
|
1,368,548
|
|
|||||||
Depreciation and Amortization
|
|
215,330
|
|
|
26,629
|
|
|
55,427
|
|
|
100,645
|
|
|
4,827
|
|
|
49,468
|
|
|
452,326
|
|
|||||||
Depreciation
|
|
186,467
|
|
|
20,666
|
|
|
42,458
|
|
|
67,465
|
|
|
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
|
|
|
136,985
|
|
|
169,563
|
|
|
6,212
|
|
|
(225,711
|
)
|
|
1,087,288
|
|
|||||||
Total Assets(1)
|
|
4,996,216
|
|
|
826,320
|
|
|
1,020,439
|
|
|
2,114,599
|
|
|
167,757
|
|
|
361,469
|
|
|
9,486,800
|
|
|||||||
Expenditures for Segment Assets
|
|
145,636
|
|
|
26,054
|
|
|
31,251
|
|
|
365,845
|
|
|
70,060
|
|
|
32,488
|
|
|
671,334
|
|
|||||||
Capital Expenditures
|
|
111,062
|
|
|
22,731
|
|
|
30,735
|
|
|
62,594
|
|
|
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
|
|
|
490,746
|
|
|
795,851
|
|
|
37,694
|
|
|
69,301
|
|
|
3,845,578
|
|
|||||||
Storage Rental
|
|
1,221,495
|
|
|
276,416
|
|
|
303,205
|
|
|
493,118
|
|
|
35,839
|
|
|
47,484
|
|
|
2,377,557
|
|
|||||||
Service
|
|
828,851
|
|
|
125,224
|
|
|
187,541
|
|
|
302,733
|
|
|
1,855
|
|
|
21,817
|
|
|
1,468,021
|
|
|||||||
Depreciation and Amortization
|
|
240,524
|
|
|
34,759
|
|
|
64,051
|
|
|
119,402
|
|
|
10,224
|
|
|
53,416
|
|
|
522,376
|
|
|||||||
Depreciation
|
|
201,204
|
|
|
24,623
|
|
|
47,526
|
|
|
78,664
|
|
|
8,617
|
|
|
45,649
|
|
|
406,283
|
|
|||||||
Amortization
|
|
39,320
|
|
|
10,136
|
|
|
16,525
|
|
|
40,738
|
|
|
1,607
|
|
|
7,767
|
|
|
116,093
|
|
|||||||
Adjusted EBITDA
|
|
884,158
|
|
|
223,324
|
|
|
159,142
|
|
|
227,312
|
|
|
11,275
|
|
|
(245,015
|
)
|
|
1,260,196
|
|
|||||||
Total Assets(1)
|
|
5,050,240
|
|
|
839,539
|
|
|
911,012
|
|
|
2,401,579
|
|
|
382,198
|
|
|
1,387,834
|
|
|
10,972,402
|
|
|||||||
Expenditures for Segment Assets
|
|
205,531
|
|
|
31,279
|
|
|
21,853
|
|
|
166,057
|
|
|
86,543
|
|
|
126,758
|
|
|
638,021
|
|
|||||||
Capital Expenditures
|
|
134,785
|
|
|
31,279
|
|
|
19,782
|
|
|
76,720
|
|
|
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
|
|
|
|
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, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
2,137,781
|
|
|
$
|
393,993
|
|
|
$
|
521,555
|
|
|
$
|
821,333
|
|
|
$
|
228,983
|
|
|
$
|
122,116
|
|
|
$
|
4,225,761
|
|
Storage Rental
|
|
1,222,230
|
|
|
273,193
|
|
|
325,624
|
|
|
512,358
|
|
|
218,675
|
|
|
70,375
|
|
|
2,622,455
|
|
|||||||
Service
|
|
915,551
|
|
|
120,800
|
|
|
195,931
|
|
|
308,975
|
|
|
10,308
|
|
|
51,741
|
|
|
1,603,306
|
|
|||||||
Depreciation and Amortization
|
|
243,415
|
|
|
38,850
|
|
|
64,795
|
|
|
125,154
|
|
|
105,680
|
|
|
61,620
|
|
|
639,514
|
|
|||||||
Depreciation
|
|
190,493
|
|
|
30,066
|
|
|
45,590
|
|
|
75,294
|
|
|
58,707
|
|
|
52,590
|
|
|
452,740
|
|
|||||||
Amortization
|
|
52,922
|
|
|
8,784
|
|
|
19,205
|
|
|
49,860
|
|
|
46,973
|
|
|
9,030
|
|
|
186,774
|
|
|||||||
Adjusted EBITDA
|
|
956,890
|
|
|
213,893
|
|
|
180,172
|
|
|
243,008
|
|
|
99,574
|
|
|
(257,668
|
)
|
|
1,435,869
|
|
|||||||
Total Assets(1)
|
|
4,933,269
|
|
|
807,564
|
|
|
1,179,065
|
|
|
2,262,672
|
|
|
2,217,505
|
|
|
452,172
|
|
|
11,852,247
|
|
|||||||
Expenditures for Segment Assets
|
|
196,010
|
|
|
19,325
|
|
|
63,142
|
|
|
165,167
|
|
|
1,794,386
|
|
|
79,276
|
|
|
2,317,306
|
|
|||||||
Capital Expenditures
|
|
115,555
|
|
|
19,325
|
|
|
39,163
|
|
|
80,275
|
|
|
152,739
|
|
|
53,005
|
|
|
460,062
|
|
|||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
1,551
|
|
|
—
|
|
|
14,579
|
|
|
77,087
|
|
|
1,639,427
|
|
|
25,913
|
|
|
1,758,557
|
|
|||||||
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
|
78,904
|
|
|
—
|
|
|
9,400
|
|
|
7,805
|
|
|
2,220
|
|
|
358
|
|
|
98,687
|
|
(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,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Adjusted EBITDA
|
$
|
1,087,288
|
|
|
$
|
1,260,196
|
|
|
$
|
1,435,869
|
|
(Add)/Deduct:
|
|
|
|
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
(2,180
|
)
|
|
(1,565
|
)
|
|
(55,328
|
)
|
|||
Provision (Benefit) for Income Taxes
|
44,944
|
|
|
25,947
|
|
|
36,263
|
|
|||
Other Expense, Net
|
44,300
|
|
|
79,429
|
|
|
(11,692
|
)
|
|||
Interest Expense, Net
|
310,662
|
|
|
353,575
|
|
|
409,289
|
|
|||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), Net
|
1,412
|
|
|
799
|
|
|
(9,818
|
)
|
|||
Depreciation and Amortization
|
452,326
|
|
|
522,376
|
|
|
639,514
|
|
|||
Intangible Impairments
|
—
|
|
|
3,011
|
|
|
—
|
|
|||
Significant Acquisition Costs(1)
|
131,944
|
|
|
84,901
|
|
|
50,665
|
|
|||
Income (Loss) from Continuing Operations
|
$
|
103,880
|
|
|
$
|
191,723
|
|
|
$
|
376,976
|
|
(1)
|
Represents operating expenditures associated with (1) 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 integration 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; and (2) the advisory and professional fees to complete the IODC Transaction (collectively, "Significant Acquisition Costs").
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
2,173,782
|
|
|
$
|
2,310,296
|
|
|
$
|
2,579,847
|
|
United Kingdom
|
237,032
|
|
|
246,373
|
|
|
280,993
|
|
|||
Canada
|
230,944
|
|
|
243,625
|
|
|
249,505
|
|
|||
Australia
|
148,175
|
|
|
157,333
|
|
|
155,367
|
|
|||
Other International
|
721,520
|
|
|
887,951
|
|
|
960,049
|
|
|||
Total Revenues
|
$
|
3,511,453
|
|
|
$
|
3,845,578
|
|
|
$
|
4,225,761
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|||||
United States
|
$
|
5,238,807
|
|
|
$
|
5,476,551
|
|
|
$
|
6,902,232
|
|
United Kingdom
|
400,937
|
|
|
529,233
|
|
|
547,768
|
|
|||
Canada
|
463,396
|
|
|
500,396
|
|
|
453,398
|
|
|||
Australia
|
542,055
|
|
|
470,432
|
|
|
442,755
|
|
|||
Other International
|
1,729,498
|
|
|
2,045,475
|
|
|
2,297,980
|
|
|||
Total Long-lived Assets
|
$
|
8,374,693
|
|
|
$
|
9,022,087
|
|
|
$
|
10,644,133
|
|
|
|
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
|
||||||||||||||
For the Year Ended
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Records Management(1)
|
|
$
|
1,629,367
|
|
|
$
|
14,857
|
|
|
$
|
373,994
|
|
|
$
|
578,209
|
|
|
$
|
—
|
|
|
$
|
35,468
|
|
|
$
|
2,631,895
|
|
Data Management(1)
|
|
—
|
|
|
370,419
|
|
|
73,182
|
|
|
59,989
|
|
|
—
|
|
|
21,496
|
|
|
525,086
|
|
|||||||
Information Destruction(1)(2)
|
|
301,332
|
|
|
7,538
|
|
|
181
|
|
|
21,172
|
|
|
—
|
|
|
—
|
|
|
330,223
|
|
|||||||
Data Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,249
|
|
|
—
|
|
|
24,249
|
|
|||||||
Total Revenues
|
|
1,930,699
|
|
|
392,814
|
|
|
447,357
|
|
|
659,370
|
|
|
24,249
|
|
|
56,964
|
|
|
3,511,453
|
|
|||||||
For the Year Ended
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Records Management(1)
|
|
1,706,288
|
|
|
—
|
|
|
417,221
|
|
|
686,988
|
|
|
—
|
|
|
37,194
|
|
|
2,847,691
|
|
|||||||
Data Management(1)
|
|
—
|
|
|
391,346
|
|
|
73,389
|
|
|
77,413
|
|
|
—
|
|
|
32,103
|
|
|
574,251
|
|
|||||||
Information Destruction(1)(2)
|
|
344,058
|
|
|
10,294
|
|
|
136
|
|
|
31,450
|
|
|
—
|
|
|
4
|
|
|
385,942
|
|
|||||||
Data Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,694
|
|
|
—
|
|
|
37,694
|
|
|||||||
Total Revenues
|
|
2,050,346
|
|
|
401,640
|
|
|
490,746
|
|
|
795,851
|
|
|
37,694
|
|
|
69,301
|
|
|
3,845,578
|
|
|||||||
For the Year Ended
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Records Management(1)
|
|
1,751,058
|
|
|
—
|
|
|
443,960
|
|
|
708,297
|
|
|
—
|
|
|
64,607
|
|
|
2,967,922
|
|
|||||||
Data Management(1)
|
|
—
|
|
|
384,370
|
|
|
77,189
|
|
|
77,476
|
|
|
—
|
|
|
57,509
|
|
|
596,544
|
|
|||||||
Information Destruction(1)(2)
|
|
386,723
|
|
|
9,623
|
|
|
406
|
|
|
35,560
|
|
|
—
|
|
|
—
|
|
|
432,312
|
|
|||||||
Data Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,983
|
|
|
—
|
|
|
228,983
|
|
|||||||
Total Revenues
|
|
2,137,781
|
|
|
393,993
|
|
|
521,555
|
|
|
821,333
|
|
|
228,983
|
|
|
122,116
|
|
|
4,225,761
|
|
(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 services offering, which does not have a storage rental component.
|
(2)
|
Includes secure shredding services.
|
Year
|
|
Operating Lease
Payments
|
|
Sublease
Income
|
|
Capital
Leases
|
||||||
2019
|
|
$
|
323,454
|
|
|
$
|
(7,525
|
)
|
|
$
|
80,513
|
|
2020
|
|
293,276
|
|
|
(7,200
|
)
|
|
71,335
|
|
|||
2021
|
|
267,379
|
|
|
(7,063
|
)
|
|
61,269
|
|
|||
2022
|
|
246,128
|
|
|
(6,694
|
)
|
|
52,832
|
|
|||
2023
|
|
221,808
|
|
|
(6,409
|
)
|
|
44,722
|
|
|||
Thereafter
|
|
1,287,807
|
|
|
(6,279
|
)
|
|
377,750
|
|
|||
Total minimum lease payments
|
|
$
|
2,639,852
|
|
|
$
|
(41,170
|
)
|
|
688,421
|
|
|
Less amounts representing interest
|
|
|
|
|
|
|
|
(241,248
|
)
|
|||
Present value of capital lease obligations
|
|
|
|
|
|
|
|
$
|
447,173
|
|
Year
|
|
Purchase
Commitments(1) |
||
2019
|
|
$
|
232,880
|
|
2020
|
|
48,436
|
|
|
2021
|
|
40,112
|
|
|
2022
|
|
20,042
|
|
|
2023
|
|
2,196
|
|
|
Thereafter
|
|
1,876
|
|
|
|
|
$
|
345,542
|
|
(1)
|
Purchase commitments include obligations for future construction costs associated with the expansion of our data center business which represent a substantial portion of the amount of purchase commitments due in 2019.
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total
Amount
|
|
Payment Date
|
||||
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
|
||
February 14, 2018
|
|
0.5875
|
|
|
March 15, 2018
|
|
167,969
|
|
|
April 2, 2018
|
||
May 24, 2018
|
|
0.5875
|
|
|
June 15, 2018
|
|
168,078
|
|
|
July 2, 2018
|
||
July 24, 2018
|
|
0.5875
|
|
|
September 17, 2018
|
|
168,148
|
|
|
October 2, 2018
|
||
October 25, 2018
|
|
0.6110
|
|
|
December 17, 2018
|
|
174,935
|
|
|
January 3, 2019
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2017
|
|
2018
|
|||
Nonqualified ordinary dividends
|
45.5
|
%
|
|
82.1
|
%
|
|
83.0
|
%
|
Qualified ordinary dividends
|
21.0
|
%
|
|
17.9
|
%
|
|
4.8
|
%
|
Capital gains
|
—
|
%
|
|
—
|
%
|
|
5.8
|
%
|
Return of capital
|
33.5
|
%
|
|
0.0
|
%
|
|
6.4
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
Description
|
|
2016(1)
|
|
2017
|
|
2018(2)
|
||||||
Total Revenues
|
|
$
|
13,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
|
|
4,105
|
|
|
(8,118
|
)
|
|
(12,574
|
)
|
|||
Provision (Benefit) for Income Taxes
|
|
752
|
|
|
(1,827
|
)
|
|
(147
|
)
|
|||
Income (Loss) from Discontinued Operations, Net of Tax
|
|
$
|
3,353
|
|
|
$
|
(6,291
|
)
|
|
$
|
(12,427
|
)
|
(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).
|
(2)
|
The loss from discontinued operations during the year ended December 31, 2018 primarily relates to losses incurred due to the resolution of the post-closing adjustments to the Access Contingent Consideration in connection with our agreement with Access CIG. See Note 6.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2017
|
|
2018
|
||||||
Cost of sales (excluding depreciation and amortization)
|
|
$
|
11,963
|
|
|
$
|
20,493
|
|
|
$
|
7,628
|
|
Selling, general and administrative expenses
|
|
119,981
|
|
|
64,408
|
|
|
43,037
|
|
|||
Total Significant Acquisition Costs
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
$
|
50,665
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2017
|
|
2018
|
||||||
North American Records and Information Management Business
|
|
$
|
14,394
|
|
|
$
|
15,763
|
|
|
$
|
6,202
|
|
North American Data Management Business
|
|
2,581
|
|
|
2,099
|
|
|
637
|
|
|||
Western European Business
|
|
16,173
|
|
|
20,290
|
|
|
8,852
|
|
|||
Other International Business
|
|
18,842
|
|
|
9,570
|
|
|
4,899
|
|
|||
Global Data Center Business
|
|
—
|
|
|
—
|
|
|
11,423
|
|
|||
Corporate and Other Business
|
|
79,954
|
|
|
37,179
|
|
|
18,652
|
|
|||
Total Significant Acquisition Costs
|
|
$
|
131,944
|
|
|
$
|
84,901
|
|
|
$
|
50,665
|
|
Gross Amount of Real Estate Assets, As Reported on Schedule III
|
|
$
|
3,700,307
|
|
|
|
|
||
Add Reconciling Items:
|
|
|
||
Book value of racking included in leased facilities(1)
|
|
1,270,992
|
|
|
Book value of capital leases(2)
|
|
444,711
|
|
|
Book value of construction in progress(3)
|
|
196,268
|
|
|
Total Reconciling Items
|
|
1,911,971
|
|
|
Gross Amount of Real Estate Assets, As Disclosed in Note 2.f.
|
|
$
|
5,612,278
|
|
(1)
|
Represents the gross book value of racking installed in our
1,140
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
|
$
|
1,011,050
|
|
Add Reconciling Items:
|
|
||
Accumulated Depreciation - non-real estate assets(1)
|
1,292,432
|
|
|
Accumulated Depreciation - racking in leased facilities(2)
|
707,628
|
|
|
Accumulated Depreciation - capital leases(3)
|
100,282
|
|
|
Total Reconciling Items
|
2,100,342
|
|
|
Accumulated Depreciation, As Reported on Consolidated Balance Sheet
|
$
|
3,111,392
|
|
(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.
|
(2)
|
Represents the accumulated depreciation of racking as of December 31, 2018 installed in our
1,140
leased facilities, which is included in total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III, as disclosed in Footnote 1 to Schedule III.
|
(3)
|
Represents the accumulated depreciation of buildings and building improvements as of December 31, 2018 that are subject to capital leases, which is included in the total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III, as disclosed in Footnote 1 to Schedule III.
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close
of current period
(1)(8)
|
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
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
|
|
|
$
|
1,033
|
|
|
2001
|
|
Up to 40 years
|
1420 North Fiesta Blvd, Gilbert, Arizona
|
|
1
|
|
|
—
|
|
|
1,637
|
|
|
2,737
|
|
|
4,374
|
|
|
1,760
|
|
|
2001
|
|
Up to 40 years
|
|||||
615 North 48th Street, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
423,107
|
|
|
15,110
|
|
|
438,217
|
|
|
13,283
|
|
|
2018
|
(5)
|
Up to 40 years
|
|||||
2955 S. 18th Place, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
12,178
|
|
|
7,848
|
|
|
20,026
|
|
|
4,570
|
|
|
2007
|
|
Up to 40 years
|
|||||
4449 South 36th St, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
7,305
|
|
|
1,047
|
|
|
8,352
|
|
|
4,771
|
|
|
2012
|
|
Up to 40 years
|
|||||
851 Princess Drive, Scottsdale, Arizona
|
|
1
|
|
|
—
|
|
|
87,865
|
|
|
43
|
|
|
87,908
|
|
|
3,887
|
|
|
2018
|
(5)
|
Up to 40 years
|
|||||
3381 East Global Loop, Tucson, Arizona
|
|
1
|
|
|
—
|
|
|
1,622
|
|
|
4,350
|
|
|
5,972
|
|
|
2,692
|
|
|
2000
|
|
Up to 40 years
|
|||||
200 Madrone Way, Felton, California
|
|
1
|
|
|
—
|
|
|
760
|
|
|
(60
|
)
|
|
700
|
|
|
—
|
|
|
1997
|
|
Up to 40 years
|
|||||
13379 Jurupa Ave, Fontana, California
|
|
1
|
|
|
—
|
|
|
10,472
|
|
|
8,596
|
|
|
19,068
|
|
|
9,241
|
|
|
2002
|
|
Up to 40 years
|
|||||
600 Burning Tree Rd, Fullerton, California
|
|
1
|
|
|
—
|
|
|
4,762
|
|
|
1,853
|
|
|
6,615
|
|
|
2,849
|
|
|
2002
|
|
Up to 40 years
|
|||||
5086 4th St, Irwindale, California
|
|
1
|
|
|
—
|
|
|
6,800
|
|
|
2,308
|
|
|
9,108
|
|
|
3,345
|
|
|
2002
|
|
Up to 40 years
|
|||||
6933 Preston Ave, Livermore, California
|
|
1
|
|
|
—
|
|
|
14,585
|
|
|
13,498
|
|
|
28,083
|
|
|
9,405
|
|
|
2002
|
|
Up to 40 years
|
|||||
1006 North Mansfield, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
749
|
|
|
90
|
|
|
2014
|
|
Up to 40 years
|
|||||
1025 North Highland Ave, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
10,168
|
|
|
24,544
|
|
|
34,712
|
|
|
12,746
|
|
|
1988
|
|
Up to 40 years
|
|||||
1350 West Grand Ave, Oakland, California
|
|
1
|
|
|
—
|
|
|
15,172
|
|
|
6,207
|
|
|
21,379
|
|
|
14,418
|
|
|
1997
|
|
Up to 40 years
|
|||||
1760 North Saint Thomas Circle, Orange, California
|
|
1
|
|
|
—
|
|
|
4,576
|
|
|
471
|
|
|
5,047
|
|
|
1,689
|
|
|
2002
|
|
Up to 40 years
|
|||||
8700 Mercury Lane, Pico Rivera, California
|
|
1
|
|
|
—
|
|
|
27,957
|
|
|
183
|
|
|
28,140
|
|
|
8,838
|
|
|
2012
|
|
Up to 40 years
|
|||||
8661 Kerns St, San Diego, California
|
|
1
|
|
|
—
|
|
|
10,512
|
|
|
6,690
|
|
|
17,202
|
|
|
6,832
|
|
|
2002
|
|
Up to 40 years
|
|||||
1915 South Grand Ave, Santa Ana, California
|
|
1
|
|
|
—
|
|
|
3,420
|
|
|
1,235
|
|
|
4,655
|
|
|
1,888
|
|
|
2001
|
|
Up to 40 years
|
|||||
2680 Sequoia Dr, South Gate, California
|
|
1
|
|
|
—
|
|
|
6,329
|
|
|
2,251
|
|
|
8,580
|
|
|
4,065
|
|
|
2002
|
|
Up to 40 years
|
|||||
111 Uranium Drive, Sunnyvale, California
|
|
1
|
|
|
—
|
|
|
9,645
|
|
|
5,155
|
|
|
14,800
|
|
|
4,309
|
|
|
2002
|
|
Up to 40 years
|
|||||
25250 South Schulte Rd, Tracy, California
|
|
1
|
|
|
—
|
|
|
3,049
|
|
|
1,764
|
|
|
4,813
|
|
|
1,928
|
|
|
2001
|
|
Up to 40 years
|
|||||
3576 N. Moline, Aurora, Colorado
|
|
1
|
|
|
—
|
|
|
1,583
|
|
|
4,320
|
|
|
5,903
|
|
|
1,593
|
|
|
2001
|
|
Up to 40 years
|
|||||
North Stone Ave, Colorado Springs, Colorado
|
|
2
|
|
|
—
|
|
|
761
|
|
|
2,715
|
|
|
3,476
|
|
|
1,645
|
|
|
2001
|
|
Up to 40 years
|
|||||
4300 Brighton Boulevard, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
116,336
|
|
|
12,206
|
|
|
128,542
|
|
|
4,565
|
|
|
2017
|
|
Up to 40 years
|
|||||
11333 E 53rd Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
7,403
|
|
|
10,168
|
|
|
17,571
|
|
|
8,708
|
|
|
2001
|
|
Up to 40 years
|
|||||
5151 E. 46th Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
6,312
|
|
|
133
|
|
|
6,445
|
|
|
1,330
|
|
|
2014
|
|
Up to 40 years
|
|||||
20 Eastern Park Rd, East Hartford, Connecticut
|
|
1
|
|
|
—
|
|
|
7,417
|
|
|
1,867
|
|
|
9,284
|
|
|
5,909
|
|
|
2002
|
|
Up to 40 years
|
|||||
Bennett Rd, Suffield, Connecticut
|
|
2
|
|
|
—
|
|
|
1,768
|
|
|
926
|
|
|
2,694
|
|
|
1,286
|
|
|
2000
|
|
Up to 40 years
|
|||||
Kennedy Road, Windsor, Connecticut
|
|
2
|
|
|
—
|
|
|
10,447
|
|
|
30,824
|
|
|
41,271
|
|
|
18,845
|
|
|
2001
|
|
Up to 40 years
|
|||||
293 Ella Grasso Rd, Windsor Locks, Connecticut
|
|
1
|
|
|
—
|
|
|
4,021
|
|
|
1,476
|
|
|
5,497
|
|
|
2,707
|
|
|
2002
|
|
Up to 40 years
|
|||||
150-200 Todds Ln, Wilmington, Delaware
|
|
1
|
|
|
—
|
|
|
7,226
|
|
|
997
|
|
|
8,223
|
|
|
4,861
|
|
|
2002
|
|
Up to 40 years
|
|||||
13280 Vantage Way, Jacksonville, Florida
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
533
|
|
|
2,386
|
|
|
865
|
|
|
2001
|
|
Up to 40 years
|
|||||
12855 Starkey Rd, Largo, Florida
|
|
1
|
|
|
—
|
|
|
3,293
|
|
|
2,957
|
|
|
6,250
|
|
|
2,971
|
|
|
2001
|
|
Up to 40 years
|
|||||
7801 Riviera Blvd, Miramar, Florida
|
|
1
|
|
|
—
|
|
|
8,250
|
|
|
64
|
|
|
8,314
|
|
|
593
|
|
|
2017
|
|
Up to 40 years
|
|||||
10002 Satellite Blvd, Orlando, Florida
|
|
1
|
|
|
—
|
|
|
1,927
|
|
|
295
|
|
|
2,222
|
|
|
834
|
|
|
2001
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
3501 Electronics Way, West Palm Beach, Florida
|
|
1
|
|
|
$
|
—
|
|
|
$
|
4,201
|
|
|
$
|
13,545
|
|
|
$
|
17,746
|
|
|
$
|
6,334
|
|
|
2001
|
|
Up to 40 years
|
1890 MacArthur Blvd, Atlanta Georgia
|
|
1
|
|
|
—
|
|
|
1,786
|
|
|
742
|
|
|
2,528
|
|
|
1,049
|
|
|
2002
|
|
Up to 40 years
|
|||||
3881 Old Gordon Rd, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
1,185
|
|
|
322
|
|
|
1,507
|
|
|
826
|
|
|
2001
|
|
Up to 40 years
|
|||||
5319 Tulane Drive SW, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
2,808
|
|
|
3,923
|
|
|
6,731
|
|
|
2,731
|
|
|
2002
|
|
Up to 40 years
|
|||||
6111 Live Oak Parkway, Norcross, Georgia
|
|
1
|
|
|
—
|
|
|
3,542
|
|
|
1,087
|
|
|
4,629
|
|
|
266
|
|
|
2017
|
|
Up to 40 years
|
|||||
3150 Nifda Dr, Smyrna, Georgia
|
|
1
|
|
|
—
|
|
|
463
|
|
|
745
|
|
|
1,208
|
|
|
699
|
|
|
1990
|
|
Up to 40 years
|
|||||
1301 S. Rockwell St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,947
|
|
|
18,915
|
|
|
26,862
|
|
|
15,084
|
|
|
1999
|
|
Up to 40 years
|
|||||
2211 W. Pershing Rd, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
4,264
|
|
|
13,490
|
|
|
17,754
|
|
|
7,862
|
|
|
2001
|
|
Up to 40 years
|
|||||
2425 South Halsted St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,470
|
|
|
1,471
|
|
|
8,941
|
|
|
4,058
|
|
|
2006
|
|
Up to 40 years
|
|||||
2604 West 13th St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
404
|
|
|
2,733
|
|
|
3,137
|
|
|
2,729
|
|
|
2001
|
|
Up to 40 years
|
|||||
2255 Pratt Blvd, Elk Grove, Illinois
|
|
1
|
|
|
—
|
|
|
1,989
|
|
|
3,892
|
|
|
5,881
|
|
|
1,350
|
|
|
2000
|
|
Up to 40 years
|
|||||
4175 Chandler Dr Opus No. Corp, Hanover Park, Illinois
|
|
1
|
|
|
—
|
|
|
22,048
|
|
|
1,481
|
|
|
23,529
|
|
|
8,763
|
|
|
2014
|
|
Up to 40 years
|
|||||
2600 Beverly Drive, Lincoln, Illinois
|
|
1
|
|
|
—
|
|
|
1,378
|
|
|
923
|
|
|
2,301
|
|
|
189
|
|
|
2015
|
|
Up to 40 years
|
|||||
6120 Churchman Bypass, Indianapolis, Indiana
|
|
1
|
|
|
—
|
|
|
4,827
|
|
|
8,321
|
|
|
13,148
|
|
|
5,896
|
|
|
2002
|
|
Up to 40 years
|
|||||
6090 NE 14th Street, Des Moines, Iowa
|
|
1
|
|
|
—
|
|
|
622
|
|
|
482
|
|
|
1,104
|
|
|
373
|
|
|
2003
|
|
Up to 40 years
|
|||||
South 7th St, Louisville, Kentucky
|
|
4
|
|
|
—
|
|
|
709
|
|
|
12,543
|
|
|
13,252
|
|
|
4,708
|
|
|
Various
|
|
Up to 40 years
|
|||||
900 Distributors Row, New Orleans, Louisiana
|
|
1
|
|
|
—
|
|
|
7,607
|
|
|
1,307
|
|
|
8,914
|
|
|
5,780
|
|
|
2002
|
|
Up to 40 years
|
|||||
1274 Commercial Drive, Port Allen, Louisiana
|
|
1
|
|
|
—
|
|
|
2,680
|
|
|
3,887
|
|
|
6,567
|
|
|
2,782
|
|
|
2003
|
|
Up to 40 years
|
|||||
26 Parkway Drive (fka 133 Pleasant), Scarborough, Maine
|
|
1
|
|
|
—
|
|
|
8,337
|
|
|
286
|
|
|
8,623
|
|
|
2,909
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
8928 McGaw Ct, Columbia, Maryland
|
|
1
|
|
|
—
|
|
|
2,198
|
|
|
6,406
|
|
|
8,604
|
|
|
3,278
|
|
|
1999
|
|
Up to 40 years
|
|||||
10641 Iron Bridge Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
3,782
|
|
|
1,127
|
|
|
4,909
|
|
|
2,443
|
|
|
2000
|
|
Up to 40 years
|
|||||
8275 Patuxent Range Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
10,105
|
|
|
7,679
|
|
|
17,784
|
|
|
9,420
|
|
|
2001
|
|
Up to 40 years
|
|||||
96 High St, Billerica, Massachusetts
|
|
1
|
|
|
—
|
|
|
3,221
|
|
|
3,895
|
|
|
7,116
|
|
|
3,507
|
|
|
1998
|
|
Up to 40 years
|
|||||
120 Hampden St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
164
|
|
|
742
|
|
|
906
|
|
|
510
|
|
|
2002
|
|
Up to 40 years
|
|||||
32 George St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,820
|
|
|
5,374
|
|
|
7,194
|
|
|
5,163
|
|
|
1991
|
|
Up to 40 years
|
|||||
3435 Sharps Lot Rd, Dighton, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,911
|
|
|
788
|
|
|
2,699
|
|
|
2,022
|
|
|
1999
|
|
Up to 40 years
|
|||||
77 Constitution Boulevard, Franklin, Massachusetts
|
|
1
|
|
|
—
|
|
|
5,413
|
|
|
135
|
|
|
5,548
|
|
|
570
|
|
|
2014
|
|
Up to 40 years
|
|||||
216 Canal St, Lawrence, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,298
|
|
|
1,079
|
|
|
2,377
|
|
|
1,194
|
|
|
2001
|
|
Up to 40 years
|
|||||
Bearfoot Road, Northboro, Massachusetts
|
|
2
|
|
|
—
|
|
|
55,923
|
|
|
24,897
|
|
|
80,820
|
|
|
39,580
|
|
|
Various
|
|
Up to 40 years
|
|||||
38300 Plymouth Road, Livonia, Michigan
|
|
1
|
|
|
—
|
|
|
10,285
|
|
|
1,237
|
|
|
11,522
|
|
|
3,554
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
6601 Sterling Dr South, Sterling Heights, Michigan
|
|
1
|
|
|
—
|
|
|
1,294
|
|
|
1,124
|
|
|
2,418
|
|
|
1,206
|
|
|
2002
|
|
Up to 40 years
|
|||||
1985 Bart Ave, Warren, Michigan
|
|
1
|
|
|
—
|
|
|
1,802
|
|
|
530
|
|
|
2,332
|
|
|
1,040
|
|
|
2000
|
|
Up to 40 years
|
|||||
Wahl Court, Warren, Michigan
|
|
2
|
|
|
—
|
|
|
3,426
|
|
|
2,613
|
|
|
6,039
|
|
|
3,528
|
|
|
Various
|
|
Up to 40 years
|
|||||
31155 Wixom Rd, Wixom, Michigan
|
|
1
|
|
|
—
|
|
|
4,000
|
|
|
1,372
|
|
|
5,372
|
|
|
2,503
|
|
|
2001
|
|
Up to 40 years
|
|||||
3140 Ryder Trail South, Earth City, Missouri
|
|
1
|
|
|
—
|
|
|
3,072
|
|
|
3,331
|
|
|
6,403
|
|
|
2,149
|
|
|
2004
|
|
Up to 40 years
|
|||||
Missouri Bottom Road, Hazelwood, Missouri
|
|
3
|
|
|
—
|
|
|
28,282
|
|
|
4,158
|
|
|
32,440
|
|
|
6,738
|
|
|
2016
|
(7)
|
Up to 40 years
|
|||||
Leavenworth St/18th St, Omaha, Nebraska
|
|
3
|
|
|
—
|
|
|
2,924
|
|
|
18,968
|
|
|
21,892
|
|
|
6,715
|
|
|
Various
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
4105 North Lamb Blvd, Las Vegas, Nevada
|
|
1
|
|
|
$
|
—
|
|
|
$
|
3,430
|
|
|
$
|
8,909
|
|
|
$
|
12,339
|
|
|
$
|
5,426
|
|
|
2002
|
|
Up to 40 years
|
17 Hydro Plant Rd, Milton, New Hampshire
|
|
1
|
|
|
—
|
|
|
6,179
|
|
|
4,180
|
|
|
10,359
|
|
|
6,160
|
|
|
2001
|
|
Up to 40 years
|
|||||
Kimberly Rd, East Brunsick, New Jersey
|
|
3
|
|
|
—
|
|
|
22,105
|
|
|
5,882
|
|
|
27,987
|
|
|
13,467
|
|
|
Various
|
|
Up to 40 years
|
|||||
3003 Woodbridge Avenue, Edison, New Jersey
|
|
1
|
|
|
—
|
|
|
310,404
|
|
|
10,086
|
|
|
320,490
|
|
|
8,836
|
|
|
2018
|
(5)
|
Up to 40 years
|
|||||
811 Route 33, Freehold, New Jersey
|
|
3
|
|
|
—
|
|
|
38,697
|
|
|
54,175
|
|
|
92,872
|
|
|
48,720
|
|
|
Various
|
|
Up to 40 years
|
|||||
51-69 & 77-81 Court St, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
11,734
|
|
|
6,273
|
|
|
18,007
|
|
|
945
|
|
|
2015
|
|
Up to 40 years
|
|||||
560 Irvine Turner Blvd, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
9,522
|
|
|
660
|
|
|
10,182
|
|
|
634
|
|
|
2015
|
|
Up to 40 years
|
|||||
231 Johnson Ave, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
8,945
|
|
|
1,202
|
|
|
10,147
|
|
|
655
|
|
|
2015
|
|
Up to 40 years
|
|||||
650 Howard Avenue, Somerset, New Jersey
|
|
1
|
|
|
—
|
|
|
3,585
|
|
|
11,686
|
|
|
15,271
|
|
|
5,442
|
|
|
2006
|
|
Up to 40 years
|
|||||
555 Gallatin Place, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
4,083
|
|
|
852
|
|
|
4,935
|
|
|
2,440
|
|
|
2001
|
|
Up to 40 years
|
|||||
7500 Los Volcanes Rd NW, Albuquerque, New Mexico
|
|
1
|
|
|
—
|
|
|
2,801
|
|
|
1,942
|
|
|
4,743
|
|
|
2,613
|
|
|
1999
|
|
Up to 40 years
|
|||||
100 Bailey Ave, Buffalo, New York
|
|
1
|
|
|
—
|
|
|
1,324
|
|
|
10,979
|
|
|
12,303
|
|
|
6,111
|
|
|
1998
|
|
Up to 40 years
|
|||||
64 Leone Ln, Chester, New York
|
|
1
|
|
|
—
|
|
|
5,086
|
|
|
1,132
|
|
|
6,218
|
|
|
3,357
|
|
|
2000
|
|
Up to 40 years
|
|||||
1368 County Rd 8, Farmington, New York
|
|
1
|
|
|
—
|
|
|
2,611
|
|
|
4,525
|
|
|
7,136
|
|
|
4,387
|
|
|
1998
|
|
Up to 40 years
|
|||||
County Rd 10, Linlithgo, New York
|
|
2
|
|
|
—
|
|
|
102
|
|
|
2,959
|
|
|
3,061
|
|
|
1,511
|
|
|
2001
|
|
Up to 40 years
|
|||||
77 Seaview Blvd, N. Hempstead New York
|
|
1
|
|
|
—
|
|
|
5,719
|
|
|
1,417
|
|
|
7,136
|
|
|
2,515
|
|
|
2006
|
|
Up to 40 years
|
|||||
37 Hurds Corner Road, Pawling, New York
|
|
1
|
|
|
—
|
|
|
4,323
|
|
|
1,099
|
|
|
5,422
|
|
|
2,075
|
|
|
2005
|
|
Up to 40 years
|
|||||
Ulster Ave/Route 9W, Port Ewen, New York
|
|
3
|
|
|
—
|
|
|
23,137
|
|
|
10,401
|
|
|
33,538
|
|
|
21,265
|
|
|
2001
|
|
Up to 40 years
|
|||||
Binnewater Rd, Rosendale, New York
|
|
2
|
|
|
—
|
|
|
5,142
|
|
|
11,312
|
|
|
16,454
|
|
|
6,250
|
|
|
Various
|
|
Up to 40 years
|
|||||
220 Wavel St, Syracuse, New York
|
|
1
|
|
|
—
|
|
|
2,929
|
|
|
2,615
|
|
|
5,544
|
|
|
2,741
|
|
|
1997
|
|
Up to 40 years
|
|||||
2235 Cessna Drive, Burlington, North Carolina
|
|
1
|
|
|
—
|
|
|
1,602
|
|
|
328
|
|
|
1,930
|
|
|
167
|
|
|
2015
|
|
Up to 40 years
|
|||||
14500 Weston Pkwy, Cary, North Carolina
|
|
1
|
|
|
—
|
|
|
1,880
|
|
|
2,113
|
|
|
3,993
|
|
|
1,749
|
|
|
1999
|
|
Up to 40 years
|
|||||
826 Church Street, Morrisville, North Carolina
|
|
1
|
|
|
—
|
|
|
7,087
|
|
|
153
|
|
|
7,240
|
|
|
1,116
|
|
|
2017
|
|
Up to 40 years
|
|||||
11350 Deerfield Rd, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
4,259
|
|
|
599
|
|
|
4,858
|
|
|
2,653
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
1034 Hulbert Ave, Cincinnati, Ohio
|
|
1
|
|
|
—
|
|
|
786
|
|
|
877
|
|
|
1,663
|
|
|
815
|
|
|
2000
|
|
Up to 40 years
|
|||||
1275 East 40th, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,129
|
|
|
576
|
|
|
3,705
|
|
|
1,924
|
|
|
1999
|
|
Up to 40 years
|
|||||
7208 Euclid Avenue, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,336
|
|
|
3,259
|
|
|
6,595
|
|
|
2,901
|
|
|
2001
|
|
Up to 40 years
|
|||||
4260 Tuller Ridge Rd, Dublin, Ohio
|
|
1
|
|
|
—
|
|
|
1,030
|
|
|
1,810
|
|
|
2,840
|
|
|
1,405
|
|
|
1999
|
|
Up to 40 years
|
|||||
3366 South Tech Boulevard, Miamisburg, Ohio
|
|
1
|
|
|
—
|
|
|
29,092
|
|
|
57
|
|
|
29,149
|
|
|
962
|
|
|
2018
|
(5)
|
Up to 40 years
|
|||||
2120 Buzick Drive, Obetz, Ohio
|
|
1
|
|
|
—
|
|
|
4,317
|
|
|
15,070
|
|
|
19,387
|
|
|
7,396
|
|
|
2003
|
|
Up to 40 years
|
|||||
302 South Byrne Rd, Toledo, Ohio
|
|
1
|
|
|
—
|
|
|
602
|
|
|
1,079
|
|
|
1,681
|
|
|
683
|
|
|
2001
|
|
Up to 40 years
|
|||||
Partnership Drive, Oklahoma City, Oklahoma
|
|
3
|
|
|
—
|
|
|
11,437
|
|
|
299
|
|
|
11,736
|
|
|
2,950
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
7530 N. Leadbetter Road, Portland, Oregon
|
|
1
|
|
|
—
|
|
|
5,187
|
|
|
1,874
|
|
|
7,061
|
|
|
4,005
|
|
|
2002
|
|
Up to 40 years
|
|||||
Branchton Rd, Boyers, Pennsylvania
|
|
3
|
|
|
—
|
|
|
21,166
|
|
|
224,322
|
|
|
245,488
|
|
|
53,526
|
|
|
Various
|
|
Up to 40 years
|
|||||
1201 Freedom Rd, Cranberry Township, Pennsylvania
|
|
1
|
|
|
—
|
|
|
1,057
|
|
|
12,627
|
|
|
13,684
|
|
|
6,692
|
|
|
2001
|
|
Up to 40 years
|
|||||
800 Carpenters Crossings, Folcroft, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,457
|
|
|
953
|
|
|
3,410
|
|
|
1,959
|
|
|
2000
|
|
Up to 40 years
|
|||||
36 Great Valley Pkwy, Malvern, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,397
|
|
|
7,048
|
|
|
9,445
|
|
|
4,057
|
|
|
1999
|
|
Up to 40 years
|
|||||
2300 Newlins Mill Road, Palmer Township, Pennsylvania
|
|
1
|
|
|
—
|
|
|
18,365
|
|
|
7,313
|
|
|
25,678
|
|
|
674
|
|
|
2017
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Henderson Dr/Elmwood Ave, Sharon Hill, Pennsylvania
|
|
3
|
|
|
$
|
—
|
|
|
$
|
24,153
|
|
|
$
|
10,314
|
|
|
$
|
34,467
|
|
|
$
|
17,150
|
|
|
Various
|
|
Up to 40 years
|
Las Flores Industrial Park, Rio Grande, Puerto Rico
|
|
1
|
|
|
—
|
|
|
4,185
|
|
|
3,426
|
|
|
7,611
|
|
|
4,129
|
|
|
2001
|
|
Up to 40 years
|
|||||
24 Snake Hill Road, Chepachet, Rhode Island
|
|
1
|
|
|
—
|
|
|
2,659
|
|
|
2,202
|
|
|
4,861
|
|
|
2,732
|
|
|
2001
|
|
Up to 40 years
|
|||||
1061 Carolina Pines Road, Columbia, South Carolina
|
|
1
|
|
|
—
|
|
|
11,776
|
|
|
1,693
|
|
|
13,469
|
|
|
2,766
|
|
|
2016
|
(7)
|
Up to 40 years
|
|||||
2301 Prosperity Way, Florence, South Carolina
|
|
1
|
|
|
—
|
|
|
2,846
|
|
|
1,056
|
|
|
3,902
|
|
|
1,015
|
|
|
2016
|
(7)
|
Up to 40 years
|
|||||
Mitchell Street, Knoxville, Tennessee
|
|
2
|
|
|
—
|
|
|
718
|
|
|
4,526
|
|
|
5,244
|
|
|
1,818
|
|
|
Various
|
|
Up to 40 years
|
|||||
415 Brick Church Park Dr, Nashville, Tennessee
|
|
1
|
|
|
—
|
|
|
2,312
|
|
|
4,191
|
|
|
6,503
|
|
|
3,674
|
|
|
2000
|
|
Up to 40 years
|
|||||
6005 Dana Way, Nashville, Tennessee
|
|
2
|
|
|
—
|
|
|
1,827
|
|
|
2,849
|
|
|
4,676
|
|
|
1,741
|
|
|
2000
|
|
Up to 40 years
|
|||||
11406 Metric Blvd, Austin, Texas
|
|
1
|
|
|
—
|
|
|
5,489
|
|
|
2,035
|
|
|
7,524
|
|
|
3,913
|
|
|
2002
|
|
Up to 40 years
|
|||||
6600 Metropolis Drive, Austin, Texas
|
|
1
|
|
|
—
|
|
|
4,519
|
|
|
396
|
|
|
4,915
|
|
|
1,187
|
|
|
2011
|
|
Up to 40 years
|
|||||
Capital Parkway, Carrollton, Texas
|
|
3
|
|
|
—
|
|
|
8,299
|
|
|
222
|
|
|
8,521
|
|
|
2,523
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
1800 Columbian Club Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
19,673
|
|
|
1,163
|
|
|
20,836
|
|
|
8,725
|
|
|
2013
|
|
Up to 40 years
|
|||||
1905 John Connally Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
2,174
|
|
|
746
|
|
|
2,920
|
|
|
1,290
|
|
|
2000
|
|
Up to 40 years
|
|||||
13425 Branchview Ln, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,518
|
|
|
3,475
|
|
|
6,993
|
|
|
4,055
|
|
|
2001
|
|
Up to 40 years
|
|||||
Cockrell Ave, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
1,277
|
|
|
1,554
|
|
|
2,831
|
|
|
1,948
|
|
|
2000
|
|
Up to 40 years
|
|||||
1819 S. Lamar St, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,215
|
|
|
812
|
|
|
4,027
|
|
|
2,426
|
|
|
2000
|
|
Up to 40 years
|
|||||
2000 Robotics Place Suite B, Fort Worth, Texas
|
|
1
|
|
|
—
|
|
|
5,328
|
|
|
610
|
|
|
5,938
|
|
|
2,769
|
|
|
2002
|
|
Up to 40 years
|
|||||
1202 Ave R, Grand Prairie, Texas
|
|
1
|
|
|
—
|
|
|
8,354
|
|
|
2,059
|
|
|
10,413
|
|
|
5,592
|
|
|
2003
|
|
Up to 40 years
|
|||||
15333 Hempstead Hwy, Houston, Texas
|
|
3
|
|
|
—
|
|
|
6,327
|
|
|
37,476
|
|
|
43,803
|
|
|
11,332
|
|
|
2004
|
|
Up to 40 years
|
|||||
2600 Center Street, Houston, Texas
|
|
1
|
|
|
—
|
|
|
2,840
|
|
|
1,741
|
|
|
4,581
|
|
|
2,426
|
|
|
2000
|
|
Up to 40 years
|
|||||
3502 Bissonnet St, Houston, Texas
|
|
1
|
|
|
—
|
|
|
7,687
|
|
|
597
|
|
|
8,284
|
|
|
5,612
|
|
|
2002
|
|
Up to 40 years
|
|||||
5249 Glenmont Ave, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,467
|
|
|
2,379
|
|
|
5,846
|
|
|
2,548
|
|
|
2000
|
|
Up to 40 years
|
|||||
5707 Chimney Rock, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,032
|
|
|
1,046
|
|
|
2,078
|
|
|
1,037
|
|
|
2002
|
|
Up to 40 years
|
|||||
5757 Royalton Dr, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,795
|
|
|
994
|
|
|
2,789
|
|
|
1,221
|
|
|
2000
|
|
Up to 40 years
|
|||||
6203 Bingle Rd, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,188
|
|
|
11,467
|
|
|
14,655
|
|
|
8,244
|
|
|
2001
|
|
Up to 40 years
|
|||||
7800 Westpark, Houston, Texas
|
|
1
|
|
|
—
|
|
|
6,323
|
|
|
1,203
|
|
|
7,526
|
|
|
1,651
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
9601 West Tidwell, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,680
|
|
|
1,958
|
|
|
3,638
|
|
|
1,189
|
|
|
2001
|
|
Up to 40 years
|
|||||
15300 FM 1825, Pflugerville, Texas
|
|
2
|
|
|
—
|
|
|
3,811
|
|
|
7,910
|
|
|
11,721
|
|
|
4,594
|
|
|
2001
|
|
Up to 40 years
|
|||||
929 South Medina St, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,883
|
|
|
1,312
|
|
|
5,195
|
|
|
2,553
|
|
|
2002
|
|
Up to 40 years
|
|||||
930 Avenue B, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
393
|
|
|
230
|
|
|
623
|
|
|
236
|
|
|
1998
|
|
Up to 40 years
|
|||||
931 North Broadway, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,526
|
|
|
962
|
|
|
4,488
|
|
|
2,753
|
|
|
1999
|
|
Up to 40 years
|
|||||
1665 S. 5350 West, Salt Lake City, Utah
|
|
1
|
|
|
—
|
|
|
6,239
|
|
|
4,215
|
|
|
10,454
|
|
|
4,850
|
|
|
2002
|
|
Up to 40 years
|
|||||
11052 Lakeridge Pkwy, Ashland, Virginia
|
|
1
|
|
|
—
|
|
|
1,709
|
|
|
1,890
|
|
|
3,599
|
|
|
1,712
|
|
|
1999
|
|
Up to 40 years
|
|||||
2301 International Parkway, Fredericksburg, Virginia
|
|
1
|
|
|
—
|
|
|
20,980
|
|
|
27
|
|
|
21,007
|
|
|
5,157
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
4555 Progress Road, Norfolk, Virginia
|
|
1
|
|
|
—
|
|
|
6,527
|
|
|
1,021
|
|
|
7,548
|
|
|
3,053
|
|
|
2011
|
|
Up to 40 years
|
|||||
3725 Thirlane Rd. N.W., Roanoke, Virginia
|
|
1
|
|
|
—
|
|
|
2,577
|
|
|
129
|
|
|
2,706
|
|
|
974
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
7700-7730 Southern Dr, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
14,167
|
|
|
2,649
|
|
|
16,816
|
|
|
9,156
|
|
|
2002
|
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost
to Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
United States (Including Puerto Rico) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
8001 Research Way, Springfield, Virginia
|
|
1
|
|
|
$
|
—
|
|
|
$
|
5,230
|
|
|
$
|
2,656
|
|
|
$
|
7,886
|
|
|
$
|
3,123
|
|
|
2002
|
|
Up to 40 years
|
22445 Randolph Dr, Sterling, Virginia
|
|
1
|
|
|
—
|
|
|
7,598
|
|
|
3,719
|
|
|
11,317
|
|
|
5,697
|
|
|
2005
|
|
Up to 40 years
|
|||||
307 South 140th St, Burien, Washington
|
|
1
|
|
|
—
|
|
|
2,078
|
|
|
2,271
|
|
|
4,349
|
|
|
2,173
|
|
|
1999
|
|
Up to 40 years
|
|||||
8908 W. Hallett Rd, Cheney, Washington
|
|
1
|
|
|
—
|
|
|
510
|
|
|
4,253
|
|
|
4,763
|
|
|
1,880
|
|
|
1999
|
|
Up to 40 years
|
|||||
6600 Hardeson Rd, Everett, Washington
|
|
1
|
|
|
—
|
|
|
5,399
|
|
|
3,348
|
|
|
8,747
|
|
|
3,315
|
|
|
2002
|
|
Up to 40 years
|
|||||
19826 Russell Rd, South, Kent, Washington
|
|
1
|
|
|
—
|
|
|
14,793
|
|
|
9,324
|
|
|
24,117
|
|
|
10,004
|
|
|
2002
|
|
Up to 40 years
|
|||||
1201 N. 96th St, Seattle, Washington
|
|
1
|
|
|
—
|
|
|
4,496
|
|
|
2,036
|
|
|
6,532
|
|
|
3,348
|
|
|
2001
|
|
Up to 40 years
|
|||||
4330 South Grove Road, Spokane, Washington
|
|
1
|
|
|
—
|
|
|
3,906
|
|
|
820
|
|
|
4,726
|
|
|
336
|
|
|
2015
|
|
Up to 40 years
|
|||||
12021 West Bluemound Road, Wauwatosa, Wisconsin
|
|
1
|
|
|
—
|
|
|
1,307
|
|
|
2,124
|
|
|
3,431
|
|
|
1,344
|
|
|
1999
|
|
Up to 40 years
|
|||||
|
|
190
|
|
|
—
|
|
|
1,914,610
|
|
|
937,469
|
|
|
2,852,079
|
|
|
752,014
|
|
|
|
|
|
|||||
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
One Command Court, Bedford
|
|
1
|
|
|
—
|
|
|
3,847
|
|
|
4,072
|
|
|
7,919
|
|
|
3,642
|
|
|
2000
|
|
Up to 40 years
|
|||||
195 Summerlea Road, Brampton
|
|
1
|
|
|
—
|
|
|
5,403
|
|
|
5,661
|
|
|
11,064
|
|
|
4,639
|
|
|
2000
|
|
Up to 40 years
|
|||||
10 Tilbury Court, Brampton
|
|
1
|
|
|
—
|
|
|
5,007
|
|
|
15,941
|
|
|
20,948
|
|
|
6,726
|
|
|
2000
|
|
Up to 40 years
|
|||||
8825 Northbrook Court, Burnaby
|
|
1
|
|
|
—
|
|
|
8,091
|
|
|
1,444
|
|
|
9,535
|
|
|
4,120
|
|
|
2001
|
|
Up to 40 years
|
|||||
8088 Glenwood Drive, Burnaby
|
|
1
|
|
|
—
|
|
|
4,326
|
|
|
6,584
|
|
|
10,910
|
|
|
4,091
|
|
|
2005
|
|
Up to 40 years
|
|||||
5811 26th Street S.E., Calgary
|
|
1
|
|
|
—
|
|
|
14,658
|
|
|
7,145
|
|
|
21,803
|
|
|
9,898
|
|
|
2000
|
|
Up to 40 years
|
|||||
3905-101 Street, Edmonton
|
|
1
|
|
|
—
|
|
|
2,020
|
|
|
469
|
|
|
2,489
|
|
|
1,414
|
|
|
2000
|
|
Up to 40 years
|
|||||
68 Grant Timmins Drive, Kingston
|
|
1
|
|
|
—
|
|
|
3,639
|
|
|
430
|
|
|
4,069
|
|
|
202
|
|
|
2016
|
|
Up to 40 years
|
|||||
3005 Boul. Jean-Baptiste Deschamps, Lachine
|
|
1
|
|
|
—
|
|
|
2,751
|
|
|
(8
|
)
|
|
2,743
|
|
|
1,243
|
|
|
2000
|
|
Up to 40 years
|
|||||
1655 Fleetwood, Laval
|
|
1
|
|
|
—
|
|
|
8,196
|
|
|
16,896
|
|
|
25,092
|
|
|
11,108
|
|
|
2000
|
|
Up to 40 years
|
|||||
4005 Richelieu, Montreal
|
|
1
|
|
|
—
|
|
|
1,800
|
|
|
1,802
|
|
|
3,602
|
|
|
1,475
|
|
|
2000
|
|
Up to 40 years
|
|||||
1209 Algoma Rd, Ottawa
|
|
1
|
|
|
—
|
|
|
1,059
|
|
|
5,861
|
|
|
6,920
|
|
|
3,551
|
|
|
2000
|
|
Up to 40 years
|
|||||
1650 Comstock Rd, Ottawa
|
|
1
|
|
|
—
|
|
|
7,478
|
|
|
(404
|
)
|
|
7,074
|
|
|
2,360
|
|
|
2017
|
|
Up to 40 years
|
|||||
235 Edson Street, Saskatoon
|
|
1
|
|
|
—
|
|
|
829
|
|
|
1,532
|
|
|
2,361
|
|
|
737
|
|
|
2008
|
|
Up to 40 years
|
|||||
640 Coronation Drive, Scarborough
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
(106
|
)
|
|
1,747
|
|
|
568
|
|
|
2000
|
|
Up to 40 years
|
|||||
610 Sprucewood Ave, Windsor
|
|
1
|
|
|
—
|
|
|
1,243
|
|
|
1,653
|
|
|
2,896
|
|
|
1,137
|
|
|
2007
|
|
Up to 40 years
|
|||||
|
|
16
|
|
|
—
|
|
|
72,200
|
|
|
68,972
|
|
|
141,172
|
|
|
56,911
|
|
|
|
|
|
|||||
|
|
206
|
|
|
—
|
|
|
1,986,810
|
|
|
1,006,441
|
|
|
2,993,251
|
|
|
808,925
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost to
Company(1) |
|
Cost capitalized
subsequent to acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at close of current period(1)(8) |
|
Date of
construction or acquired(3) |
|
Life on which
depreciation in latest income statement is computed |
|||||||||||
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gewerbeparkstr. 3, Vienna, Austria
|
|
1
|
|
|
$
|
—
|
|
|
$
|
6,542
|
|
|
$
|
7,121
|
|
|
$
|
13,663
|
|
|
$
|
2,946
|
|
|
2010
|
|
Up to 40 years
|
Woluwelaan 147, Diegem, Belgium
|
|
1
|
|
|
—
|
|
|
2,541
|
|
|
6,438
|
|
|
8,979
|
|
|
3,926
|
|
|
2003
|
|
Up to 40 years
|
|||||
Stupničke Šipkovine 62, Zagreb, Croatia
|
|
1
|
|
|
—
|
|
|
1,408
|
|
|
(34
|
)
|
|
1,374
|
|
|
17
|
|
|
2018
|
|
Up to 40 years
|
|||||
Kratitirion 9 Kokkinotrimithia Industrial District, Nicosia, Cyprus
|
|
1
|
|
|
—
|
|
|
3,136
|
|
|
659
|
|
|
3,795
|
|
|
201
|
|
|
2017
|
|
Up to 40 years
|
|||||
Karyatidon 1, Agios Sylas Industrial Area (3rd), Limassol, Cyprus
|
|
1
|
|
|
—
|
|
|
1,935
|
|
|
282
|
|
|
2,217
|
|
|
132
|
|
|
2017
|
|
Up to 40 years
|
|||||
628 Western Avenue, Acton, England
|
|
1
|
|
|
—
|
|
|
2,070
|
|
|
(291
|
)
|
|
1,779
|
|
|
754
|
|
|
2003
|
|
Up to 40 years
|
|||||
65 Egerton Road, Birmingham, England
|
|
1
|
|
|
—
|
|
|
6,980
|
|
|
1,259
|
|
|
8,239
|
|
|
4,519
|
|
|
2003
|
|
Up to 40 years
|
|||||
Corby 278, Long Croft Road, Corby, England
|
|
1
|
|
|
—
|
|
|
20,486
|
|
|
(877
|
)
|
|
19,609
|
|
|
177
|
|
|
2018
|
|
Up to 40 years
|
|||||
Otterham Quay Lane, Gillingham, England
|
|
9
|
|
|
—
|
|
|
7,418
|
|
|
2,670
|
|
|
10,088
|
|
|
4,857
|
|
|
2003
|
|
Up to 40 years
|
|||||
Pennine Way, Hemel Hempstead, England
|
|
1
|
|
|
—
|
|
|
10,847
|
|
|
5,516
|
|
|
16,363
|
|
|
6,447
|
|
|
2004
|
|
Up to 40 years
|
|||||
Kemble Industrial Park, Kemble, England
|
|
2
|
|
|
—
|
|
|
5,277
|
|
|
6,558
|
|
|
11,835
|
|
|
7,951
|
|
|
2004
|
|
Up to 40 years
|
|||||
Gayton Road, Kings Lynn, England
|
|
3
|
|
|
—
|
|
|
3,119
|
|
|
1,617
|
|
|
4,736
|
|
|
2,680
|
|
|
2003
|
|
Up to 40 years
|
|||||
Cody Road, London, England
|
|
2
|
|
|
—
|
|
|
20,307
|
|
|
8,033
|
|
|
28,340
|
|
|
10,244
|
|
|
2003
|
|
Up to 40 years
|
|||||
Unit 10 High Cross Centre, London, England
|
|
1
|
|
|
—
|
|
|
3,598
|
|
|
544
|
|
|
4,142
|
|
|
1,219
|
|
|
2003
|
|
Up to 40 years
|
|||||
Old Poplar Bus Garage, London, England
|
|
1
|
|
|
—
|
|
|
4,639
|
|
|
1,647
|
|
|
6,286
|
|
|
3,416
|
|
|
2003
|
|
Up to 40 years
|
|||||
17 Broadgate, Oldham, England
|
|
1
|
|
|
—
|
|
|
4,039
|
|
|
192
|
|
|
4,231
|
|
|
2,156
|
|
|
2008
|
|
Up to 40 years
|
|||||
Harpway Lane, Sopley, England
|
|
1
|
|
|
—
|
|
|
681
|
|
|
1,372
|
|
|
2,053
|
|
|
1,277
|
|
|
2004
|
|
Up to 40 years
|
|||||
Unit 1A Broadmoor Road, Swindom, England
|
|
1
|
|
|
—
|
|
|
2,636
|
|
|
372
|
|
|
3,008
|
|
|
1,062
|
|
|
2006
|
|
Up to 40 years
|
|||||
Jeumont-Schneider, Champagne Sur Seine, France
|
|
3
|
|
|
—
|
|
|
1,750
|
|
|
2,508
|
|
|
4,258
|
|
|
2,110
|
|
|
2003
|
|
Up to 40 years
|
|||||
Bat I-VII Rue de Osiers, Coignieres, France
|
|
4
|
|
|
—
|
|
|
21,318
|
|
|
840
|
|
|
22,158
|
|
|
2,993
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
26 Rue de I Industrie, Fergersheim, France
|
|
1
|
|
|
—
|
|
|
1,322
|
|
|
(55
|
)
|
|
1,267
|
|
|
176
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Bat A, B, C1, C2, C3 Rue Imperiale, Gue de Longroi, France
|
|
1
|
|
|
—
|
|
|
3,390
|
|
|
784
|
|
|
4,174
|
|
|
628
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Le Petit Courtin Site de Dois, Gueslin, Mingieres, France
|
|
1
|
|
|
—
|
|
|
14,141
|
|
|
11
|
|
|
14,152
|
|
|
1,364
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
ZI des Sables, Morangis, France
|
|
1
|
|
|
918
|
|
|
12,407
|
|
|
15,111
|
|
|
27,518
|
|
|
18,505
|
|
|
2004
|
|
Up to 40 years
|
|||||
45 Rue de Savoie, Manissieux, Saint Priest, France
|
|
1
|
|
|
—
|
|
|
5,546
|
|
|
(75
|
)
|
|
5,471
|
|
|
586
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Gutenbergstrabe 55, Hamburg, Germany
|
|
1
|
|
|
—
|
|
|
4,022
|
|
|
739
|
|
|
4,761
|
|
|
711
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Brommer Weg 1, Wipshausen, Germany
|
|
1
|
|
|
—
|
|
|
3,220
|
|
|
1,619
|
|
|
4,839
|
|
|
3,218
|
|
|
2006
|
|
Up to 40 years
|
|||||
Warehouse and Offices 4 Springhill, Cork, Ireland
|
|
1
|
|
|
—
|
|
|
9,040
|
|
|
2,797
|
|
|
11,837
|
|
|
4,244
|
|
|
2014
|
|
Up to 40 years
|
|||||
17 Crag Terrace, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
2,818
|
|
|
810
|
|
|
3,628
|
|
|
1,267
|
|
|
2001
|
|
Up to 40 years
|
|||||
Damastown Industrial Park, Dublin, Ireland
|
|
1
|
|
|
—
|
|
|
16,034
|
|
|
7,350
|
|
|
23,384
|
|
|
6,986
|
|
|
2012
|
|
Up to 40 years
|
|||||
Portsmuiden 46, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,852
|
|
|
1,936
|
|
|
3,788
|
|
|
2,082
|
|
|
2015
|
(7)
|
Up to 40 years
|
|||||
Schepenbergweg 1, Amsterdam, The Netherlands
|
|
1
|
|
|
—
|
|
|
1,258
|
|
|
(633
|
)
|
|
625
|
|
|
283
|
|
|
2015
|
(7)
|
Up to 40 years
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost to
Company(1)
|
|
Cost capitalized
subsequent to
acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at
close of current
period(1)(8)
|
|
Date of
construction or
acquired(3)
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||
Europe (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vareseweg 130, Rotterdam, The Netherlands
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,357
|
|
|
$
|
1,500
|
|
|
$
|
2,857
|
|
|
$
|
2,106
|
|
|
2015
|
(7)
|
Up to 40 years
|
Howemoss Drive, Aberdeen, Scotland
|
|
2
|
|
|
—
|
|
|
6,970
|
|
|
5,120
|
|
|
12,090
|
|
|
4,296
|
|
|
Various
|
|
Up to 40 years
|
|||||
Traquair Road, Innerleithen, Scotland
|
|
1
|
|
|
—
|
|
|
113
|
|
|
2,092
|
|
|
2,205
|
|
|
981
|
|
|
2004
|
|
Up to 40 years
|
|||||
Nettlehill Road, Houston Industrial Estate, Livingston, Scotland
|
|
1
|
|
|
—
|
|
|
11,517
|
|
|
24,131
|
|
|
35,648
|
|
|
16,177
|
|
|
2001
|
|
Up to 40 years
|
|||||
Av Madrid s/n Poligono Industrial Matillas, Alcala de Henares, Spain
|
|
1
|
|
|
—
|
|
|
186
|
|
|
240
|
|
|
426
|
|
|
324
|
|
|
2014
|
|
Up to 40 years
|
|||||
Calle Bronce, 37, Chiloeches, Spain
|
|
1
|
|
|
—
|
|
|
11,011
|
|
|
2,071
|
|
|
13,082
|
|
|
2,819
|
|
|
2010
|
|
Up to 40 years
|
|||||
Ctra M.118 , Km.3 Parcela 3, Madrid, Spain
|
|
1
|
|
|
—
|
|
|
3,981
|
|
|
5,497
|
|
|
9,478
|
|
|
5,910
|
|
|
2001
|
|
Up to 40 years
|
|||||
Fundicion 8, Rivas-Vaciamadrid, Spain
|
|
1
|
|
|
—
|
|
|
1,022
|
|
|
2,389
|
|
|
3,411
|
|
|
1,969
|
|
|
2002
|
|
Up to 40 years
|
|||||
Abanto Ciervava, Spain
|
|
2
|
|
|
—
|
|
|
1,053
|
|
|
(60
|
)
|
|
993
|
|
|
440
|
|
|
Various
|
|
Up to 40 years
|
|||||
|
|
60
|
|
|
918
|
|
|
242,987
|
|
|
119,800
|
|
|
362,787
|
|
|
134,156
|
|
|
|
|
|
|||||
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amancio Alcorta 2396, Buenos Aires, Argentina
|
|
2
|
|
|
—
|
|
|
655
|
|
|
2,227
|
|
|
2,882
|
|
|
724
|
|
|
Various
|
|
Up to 40 years
|
|||||
Azara 1245, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
166
|
|
|
(162
|
)
|
|
4
|
|
|
—
|
|
|
1998
|
|
Up to 40 years
|
|||||
Saraza 6135, Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
144
|
|
|
345
|
|
|
489
|
|
|
161
|
|
|
1995
|
|
Up to 40 years
|
|||||
Spegazzini, Ezeiza Buenos Aires, Argentina
|
|
1
|
|
|
—
|
|
|
12,773
|
|
|
(7,806
|
)
|
|
4,967
|
|
|
729
|
|
|
2012
|
|
Up to 40 years
|
|||||
Av Ernest de Moraes 815, Bairro Fim do Campo, Jarinu Brazil
|
|
1
|
|
|
—
|
|
|
12,562
|
|
|
(2,149
|
)
|
|
10,413
|
|
|
1,135
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Rua Peri 80, Jundiai, Brazil
|
|
2
|
|
|
—
|
|
|
8,894
|
|
|
(1,609
|
)
|
|
7,285
|
|
|
851
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Francisco de Souza e Melo, Rio de Janerio, Brazil
|
|
3
|
|
|
—
|
|
|
1,868
|
|
|
8,087
|
|
|
9,955
|
|
|
2,827
|
|
|
Various
|
|
Up to 40 years
|
|||||
Hortolandia, Sao Paulo, Brazil
|
|
1
|
|
|
—
|
|
|
24,078
|
|
|
2,100
|
|
|
26,178
|
|
|
2,945
|
|
|
2014
|
|
Up to 40 years
|
|||||
El Taqueral 99, Santiago, Chile
|
|
2
|
|
|
—
|
|
|
2,629
|
|
|
34,372
|
|
|
37,001
|
|
|
9,662
|
|
|
2006
|
|
Up to 40 years
|
|||||
Panamericana Norte 18900, Santiago, Chile
|
|
5
|
|
|
—
|
|
|
4,001
|
|
|
17,900
|
|
|
21,901
|
|
|
7,928
|
|
|
2004
|
|
Up to 40 years
|
|||||
Avenida Prolongacion del Colli 1104, Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
374
|
|
|
1,061
|
|
|
1,435
|
|
|
895
|
|
|
2002
|
|
Up to 40 years
|
|||||
Privada Las Flores No. 25 (G3), Guadalajara, Mexico
|
|
1
|
|
|
—
|
|
|
905
|
|
|
993
|
|
|
1,898
|
|
|
888
|
|
|
2004
|
|
Up to 40 years
|
|||||
Tula KM Parque de Las, Huehuetoca, Mexico
|
|
2
|
|
|
—
|
|
|
19,937
|
|
|
(1,910
|
)
|
|
18,027
|
|
|
1,825
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
Carretera Pesqueria Km2.5(M3), Monterrey, Mexico
|
|
2
|
|
|
—
|
|
|
3,537
|
|
|
3,227
|
|
|
6,764
|
|
|
2,328
|
|
|
2004
|
|
Up to 40 years
|
|||||
Lote 2, Manzana A, (T2& T3), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
2,204
|
|
|
3,561
|
|
|
5,765
|
|
|
4,352
|
|
|
2002
|
|
Up to 40 years
|
|||||
Prolongacion de la Calle 7 (T4), Toluca, Mexico
|
|
1
|
|
|
—
|
|
|
7,544
|
|
|
12,049
|
|
|
19,593
|
|
|
6,731
|
|
|
2007
|
|
Up to 40 years
|
|||||
Panamericana Sur, KM 57.5, Lima, Peru
|
|
7
|
|
|
2,020
|
|
|
1,549
|
|
|
685
|
|
|
2,234
|
|
|
1,206
|
|
|
Various
|
|
Up to 40 years
|
|||||
Av. Elmer Faucett 3462, Lima, Peru
|
|
2
|
|
|
—
|
|
|
4,112
|
|
|
4,691
|
|
|
8,803
|
|
|
4,456
|
|
|
Various
|
|
Up to 40 years
|
|||||
Calle Los Claveles-Seccion 3, Lima, Peru
|
|
1
|
|
|
—
|
|
|
8,179
|
|
|
31,813
|
|
|
39,992
|
|
|
7,494
|
|
|
2010
|
|
Up to 40 years
|
|||||
|
|
37
|
|
|
2,020
|
|
|
116,111
|
|
|
109,475
|
|
|
225,586
|
|
|
57,137
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
|||||||||||
Region/Country/State/Campus Address
|
|
Facilities(1)
|
|
Encumbrances
|
|
Initial cost to
Company(1) |
|
Cost capitalized
subsequent to acquisition
(1)(2)
|
|
Gross amount
carried at close of current period (1)(8) |
|
Accumulated
depreciation at close of current period(1)(8) |
|
Date of
construction or acquired(3) |
|
Life on which
depreciation in latest income statement is computed |
|||||||||||
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
8 Whitestone Drive, Austins Ferry, Australia
|
|
1
|
|
|
$
|
—
|
|
|
$
|
681
|
|
|
$
|
2,550
|
|
|
$
|
3,231
|
|
|
$
|
335
|
|
|
2012
|
|
Up to 40 years
|
6 Norwich Street, South Launceston, Australia
|
|
1
|
|
|
—
|
|
|
1,090
|
|
|
(77
|
)
|
|
1,013
|
|
|
74
|
|
|
2015
|
|
Up to 40 years
|
|||||
Warehouse No 4, Shanghai, China
|
|
1
|
|
|
—
|
|
|
1,530
|
|
|
769
|
|
|
2,299
|
|
|
452
|
|
|
2013
|
|
Up to 40 years
|
|||||
Jalan Karanggan Muda Raya No 59, Bogor Indonesia
|
|
1
|
|
|
—
|
|
|
7,897
|
|
|
(444
|
)
|
|
7,453
|
|
|
1,316
|
|
|
2017
|
|
Up to 40 years
|
|||||
1 Serangoon North Avenue 6, Singapore
|
|
1
|
|
|
—
|
|
|
58,637
|
|
|
(1,688
|
)
|
|
56,949
|
|
|
3,049
|
|
|
2018
|
(6)
|
Up to 40 years
|
|||||
2 Yung Ho Road, Singapore
|
|
1
|
|
|
—
|
|
|
10,395
|
|
|
3,667
|
|
|
14,062
|
|
|
1,144
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
26 Chin Bee Drive, Singapore
|
|
1
|
|
|
—
|
|
|
15,699
|
|
|
(465
|
)
|
|
15,234
|
|
|
1,240
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
IC1 69 Moo 2, Soi Wat Namdaeng, Bangkok, Thailand
|
|
2
|
|
|
—
|
|
|
13,226
|
|
|
5,216
|
|
|
18,442
|
|
|
3,222
|
|
|
2016
|
(4)
|
Up to 40 years
|
|||||
|
|
9
|
|
|
—
|
|
|
109,155
|
|
|
9,528
|
|
|
118,683
|
|
|
10,832
|
|
|
|
|
|
|||||
Total
|
|
312
|
|
|
$
|
2,938
|
|
|
$
|
2,455,063
|
|
|
$
|
1,245,244
|
|
|
$
|
3,700,307
|
|
|
$
|
1,011,050
|
|
|
|
|
|
(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
1,140
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)
|
Date of construction or acquired represents the date we constructed the facility, acquired the facility through purchase or acquisition.
|
(4)
|
Property was acquired in connection with the Recall Transaction.
|
(5)
|
Property was acquired in connection with the IODC Transaction.
|
(6)
|
Property was acquired in connection with the Credit Suisse Transaction.
|
(7)
|
This date represents the date the categorization of the property was changed from a leased facility to an owned facility.
|
(8)
|
The following tables present the changes in gross carrying amount of real estate owned and accumulated depreciation for the years ended December 31, 2017 and 2018:
|
|
|
Year Ended December 31,
|
||||||
Gross Carrying Amount of Real Estate
|
|
2017
|
|
2018
|
||||
Gross amount at beginning of period
|
|
$
|
2,427,540
|
|
|
$
|
2,707,925
|
|
Additions during period:
|
|
|
|
|
|
|||
Acquisitions(1)
|
|
121,790
|
|
|
918,091
|
|
||
Discretionary capital projects
|
|
94,658
|
|
|
155,901
|
|
||
Foreign currency translation fluctuations
|
|
66,666
|
|
|
(58,798
|
)
|
||
|
|
283,114
|
|
|
1,015,194
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Cost of real estate sold or disposed
|
|
(2,729
|
)
|
|
(22,812
|
)
|
||
Gross amount at end of period
|
|
$
|
2,707,925
|
|
|
$
|
3,700,307
|
|
(1)
|
Includes acquisition of sites through business combinations and purchase accounting adjustments.
|
|
|
Year Ended December 31,
|
||||||
Accumulated Depreciation
|
|
2017
|
|
2018
|
||||
Gross amount of accumulated depreciation at beginning of period
|
|
$
|
808,481
|
|
|
$
|
909,092
|
|
Additions during period:
|
|
|
|
|
|
|||
Depreciation
|
|
83,488
|
|
|
125,280
|
|
||
Foreign currency translation fluctuations
|
|
18,183
|
|
|
(16,016
|
)
|
||
|
|
101,671
|
|
|
109,264
|
|
||
Deductions during period:
|
|
|
|
|
|
|||
Amount of accumulated depreciation for real estate assets sold or disposed
|
|
(1,060
|
)
|
|
(7,306
|
)
|
||
Gross amount of end of period
|
|
$
|
909,092
|
|
|
$
|
1,011,050
|
|
Exhibit
|
|
Item
|
4.13
|
|
Senior Indenture, dated as of December 27, 2017, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 5.25% Senior Notes due 2028.
(Incorporated by reference to the Company’s Current Report on Form 8-K dated December 27, 2017.)
|
4.14
|
|
Form of Stock Certificate representing shares of Common Stock, $0.01 par value per share, of the Company.
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated January 21, 2015.)
|
10.1
|
|
2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2007, File Number 001-13045.)
|
10.2
|
|
First Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2008, File Number 001-13045.)
|
10.3
|
|
Third Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2012, File Number 001-13045.)
|
10.4
|
|
Fourth Amendment to 2008 Restatement of the Iron Mountain Incorporated Executive Deferred Compensation Plan.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2012, File Number 001-13045.)
|
10.5
|
|
Iron Mountain Incorporated 1995 Stock Incentive Plan, as amended.
(#)
(Incorporated by reference to Iron Mountain /DE’s Current Report on Form 8‑K dated April 16, 1999, File Number 001-14937.)
|
10.6
|
|
Iron Mountain Incorporated 2002 Stock Incentive Plan.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2002, File Number 001-13045.)
|
10.7
|
|
Third Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8-K dated June 11, 2008, File Number 001-13045.)
|
10.8
|
|
Fourth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 10, 2008, File Number 001-13045.)
|
10.9
|
|
Fifth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated June 9, 2010, File Number 001-13045.)
|
10.10
|
|
Sixth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2011, File Number 001-13045.)
|
10.11
|
|
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan.
(#)
(Incorporated by reference to Annex C to the Iron Mountain Incorporated Proxy Statement for the Special Meeting of Stockholders, filed with the SEC on December 23, 2014, File No. 001-13045.)
|
10.12
|
|
First Amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8-K dated May 23, 2017.)
|
10.13
|
|
Second Amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.)
|
10.14
|
|
Form of Iron Mountain Incorporated Amended and Restated Non‑Qualified Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.15
|
|
Form of Iron Mountain Incorporated Incentive Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.16
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Non‑Qualified Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.17
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Amended and Restated Iron Mountain Non‑Qualified Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.18
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Incentive Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.19
|
|
Form of Iron Mountain Incorporated 1995 Stock Incentive Plan Non‑Qualified Stock Option Agreement.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2004, File Number 001-13045.)
|
10.20
|
|
Form of Iron Mountain Incorporated 2002 Stock Incentive Plan Stock Option Agreement (version 2B).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2013, File Number 001-13045.)
|
Exhibit
|
|
Item
|
10.21
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 3).
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013, File Number 001-13045.)
|
10.22
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 20).
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013, File Number 001-13045.)
|
10.23
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 21).
(#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated March 19, 2014.)
|
10.24
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 3).
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2012, File Number 001-13045.)
|
10.25
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan (version 12).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
|
10.26
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10 K for the year ended December 31, 2014.)
|
10.27
|
|
Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
|
10.28
|
|
Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2014.)
|
10.29
|
|
Form of Stock Option Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
|
10.30
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 1).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016.)
|
10.31
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 2).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2016.)
|
10.32
|
|
Form of Performance Unit Agreement pursuant to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (version 3).
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
|
10.33
|
|
Change in Control Agreement, dated September 8, 2008, between the Company and Ernest W. Cloutier.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2014.)
|
10.34
|
|
Employment Offer Letter, dated November 30, 2012, from the Company to William L. Meaney.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K dated December 3, 2012, File Number 001-13045.)
|
10.35
|
|
Contract of Employment with Iron Mountain, between Patrick Keddy and Iron Mountain (UK) Ltd., effective as of April 2, 2015.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015.)
|
10.36
|
|
Ernest Cloutier Secondment Letter, dated March 27, 2017.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2017.)
|
10.37
|
|
Separation Agreement, dated October 5, 2017, between the Company and Eileen Sweeney.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)
|
10.38
|
|
Restated Compensation Plan for Non-Employee Directors.
(#)
(Filed herewith.)
|
10.39
|
|
Iron Mountain Incorporated Director Deferred Compensation Plan.
(#)
(Incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2007, File Number 001-13045.)
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10.40
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The Iron Mountain Companies Severance Plan.
(#)
(Incorporated by reference to the Company’s Current Report on Form 8‑K, dated March 13, 2012, File Number 001-13045.)
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10.41
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Amended and Restated Severance Plan Severance Program No. 1.
(#)
(Incorporated by reference to the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2012, File Number 001-13045.)
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IRON MOUNTAIN INCORPORATED
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By:
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/s/ DANIEL BORGES
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Daniel Borges
Senior
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
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Name
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Title
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Date
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/s/ WILLIAM L. MEANEY
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President and Chief Executive Officer and Director (Principal Executive Officer)
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February 14, 2019
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William L. Meaney
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/s/ STUART B. BROWN
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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February 14, 2019
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Stuart B. Brown
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/s/ DANIEL BORGES
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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
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February 14, 2019
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Daniel Borges
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/s/ JENNIFER M. ALLERTON
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Director
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February 14, 2019
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Jennifer M. Allerton
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/s/ TED R. ANTENUCCI
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Director
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February 14, 2019
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Ted R. Antenucci
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/s/ PAMELA M. ARWAY
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Director
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February 14, 2019
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Pamela M. Arway
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/s/ CLARKE H. BAILEY
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Director
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February 14, 2019
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Clarke H. Bailey
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/s/ KENT P. DAUTEN
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Director
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February 14, 2019
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Kent P. Dauten
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/s/ PAUL F. DENINGER
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Director
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February 14, 2019
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Paul F. Deninger
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Name
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Title
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Date
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/s/ MONTE E. FORD
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Director
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February 14, 2019
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Monte E. Ford
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/s/ PER-KRISTIAN HALVORSEN
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Director
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February 14, 2019
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Per-Kristian Halvorsen
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/s/ WENDY J. MURDOCK
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Director
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February 14, 2019
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Wendy J. Murdock
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/s/ WALTER C. RAKOWICH
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Director
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February 14, 2019
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Walter. C. Rakowich
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/s/ ALFRED J. VERRECCHIA
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Director
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February 14, 2019
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Alfred J. Verrecchia
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Restatement Date
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As of January 1, 2019
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Eligibility
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All non-employee Directors
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Annual Board Retainer
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$80,000 per year; paid in advance in quarterly installments
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Annual Committee Retainers
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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.
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Annual Chair Retainers
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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
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Pro Rata
Portion of Retainers
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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)
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Meeting Expenses
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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
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Group Insurance Benefits
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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
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Amount of Stock Grant
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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 $160,000 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
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Timing of Stock Grants
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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
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Vesting of Stock Grants
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100% on the date of grant
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Purchase Price of Stock Grants
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$0.01
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Restrictions on Transfer of
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None once vested; prior to vesting transfer is subject to
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Common Stock
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restrictions set forth in the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
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SEC Considerations
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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
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Taxation of Stock Grants
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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
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Election to Defer Retainers
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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)
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Election to Defer Stock Grants
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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)
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Name
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Jurisdiction
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Iron Mountain Argentina S.A.
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Argentina
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Ausdoc Group Pty Limited
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Australia
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Ausdoc Holdings Pty Limited
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Australia
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Iron Mountain Acquisition Holdings Pty. Ltd.
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Australia
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Iron Mountain Australia Group Pty. Ltd.
(fka Recall Information Management Pty Limited)
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Australia
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Iron Mountain Australia Group Services Pty. Ltd.
(fka Tape Management Services Pty Ltd )
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Australia
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Iron Mountain Australia Property Holdings Pty Ltd
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Australia
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KDM Spectrumdata Pty Ltd
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Australia
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Recall Holdings Limited
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Australia
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Recall International Pty Limited
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Australia
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Recall Overseas Holdings Pty Limited
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Australia
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Recall Technology Pty. Ltd.
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Australia
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Iron Mountain Austria Archivierung GmbH
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Austria
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Iron Mountain Belgium NV
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Belgium
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Iron Mountain BPM SPRL
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Belgium
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Iron Mountain do Brasil Ltda
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Brazil
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Hamilton Data Services EOOD
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Bulgaria
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Iron Mountain Canada Operations ULC
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Canada
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Iron Mountain Information Management Services Canada, Inc.
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Canada
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Iron Mountain Secure Shredding Canada, Inc.
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Canada
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Custodia S.O.S. SA
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Chile
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Iron Mountain Chile S.A.
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Chile
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Iron Mountain Chile Servicios S.A.
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Chile
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Storbox SA
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Chile
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Guarantee Records Management (Beijing) Ltd.
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China
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Guarantee Records Management of Shanghai Co. Ltd.
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China
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Guarantee Storage of Shanghai Co. Ltd.
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China
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Iron Mountain Records Management (Shanghai) Co., Ltd.
(fka Databox Records Management (Shanghai) Co., Ltd.)
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China
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Iron Mountain Shanghai Co Ltd
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China
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Recall (Shanghai) Ltd.
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China
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Iron Mountain Colombia, S.A.S.
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Colombia
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Iron Mountain Services S.A.S.
(fka Iron Mountain Colombia Services S.A.S.)
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Colombia
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Arhiv-Trezor d.o.o.
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Croatia
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Osrecki d.o.o.
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Croatia
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Helcom Limited
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Cyprus
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Iron Mountain Cyprus Limited (fka Fileminders Limited)
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Cyprus
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Iron Mountain EES Holdings Ltd.
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Cyprus
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Iron Mountain Ceska Republika S.R.O.
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Czech Republic
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Royal Seal S.R.O.
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Czech Republic
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Eurospags Investments ApS
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Denmark
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Name
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Jurisdiction
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Iron Mountain A/S
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Denmark
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Recall A/S
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Denmark
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AB Archyvu Sistemos, Estonia Branch
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Estonia
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IM Tape Storage Oy (fka Iron Mountain Finland OY)
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Finland
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Iron Mountain Finland Oy (fka Recall Finland OY)
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Finland
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Capital Vision Holdings SAS
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France
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Capital Vision SAS
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France
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Iron Mountain France S.A.S.
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France
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Iron Mountain Holdings (France) SNC
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France
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Iron Mountain Participations SA
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France
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Iron Mountain (Deutschland) Service GmbH
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Germany
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Iron Mountain Deutschland GmbH
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Germany
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Iron Mountain (Gibraltar) Holdings Limited
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Gibraltar
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Iron Mountain Hellas SA
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Greece
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Bonded Services International Limited
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Hong Kong
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Iron Mountain Asia Pacific Holdings Ltd
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Hong Kong
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Iron Mountain Hong Kong Ltd. (fka Recall Hong Kong Ltd.)
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Hong Kong
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Iron Mountain Southeast Asia Holdings Limited
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Hong Kong
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Jin Shan Limited
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Hong Kong
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DocuTár Iratrendezõ és Tároló Szolgáltató Kft.
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Hungary
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Iron Mountain Magyarország Kereskedelmi és Szolgáltató Kft.
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Hungary
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Iron Mountain India Private Ltd
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India
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Iron Mountain Services Private Ltd
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India
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OEC Records Management Company Private Limited
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India
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Recall India Information Management Pvt. Ltd.
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India
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Recall Total Information Management India Pvt. Ltd.
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India
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PT Iron Mountain Indonesia (fka PT Santa Fe Properties)
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Indonesia
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Horanross Limited
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Ireland
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Iron Mountain (Ireland) Services Limited
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Ireland
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Iron Mountain Ireland Holdings Limited
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Ireland
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Iron Mountain Ireland Limited
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Ireland
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Record Data Limited
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Ireland
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Superior Storage Limited
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Ireland
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Shuttle SRL
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Italy
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Recall Italia SRL
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Italy
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Silver Sky Limited
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Jersey
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AS Archivu Serviss
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Latvia
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Iron Mountain Lesotho (Proprietry) Limited
(fka Docufile Lesotho Proprietary Limited)
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Lesotho
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AB Archyvu Centras
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Lithuania
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AB Archyvu Sistemos
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Lithuania
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UAB Confidento
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Lithuania
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Iron Mountain Luxembourg Sarl
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Luxembourg
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Iron Mountain Luxembourg Services S.a.r.l.
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Luxembourg
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Iron Mountain South America Sarl
(fka Iron Mountain South America Ltd.)
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Luxembourg
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Name
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Jurisdiction
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Marshgate Morangis Sarl
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Luxembourg
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Iron Mountain Macau Limited
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Macau
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Iron Mountain Sdn. Bhd. (fka Recall Corporation Sdn. Bhd.)
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Malaysia
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Prism Integrated Sdn Bhd
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Malaysia
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Recall Enterprises Sdn. Bhd.
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Malaysia
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Iron Mountain Mexico Holding, S. de RL de CV
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Mexico
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Iron Mountain Mexico Servicios, S. de RL de CV
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Mexico
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Iron Mountain Mexico, S. de R.L. de C.V.
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Mexico
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Bonded Services (International) B.V.
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Netherlands
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Iron Mountain (Nederland) Data Centre B.V.
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Netherlands
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Iron Mountain (Nederland) Data Centre Germany B.V.
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Netherlands
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Iron Mountain (Nederland) Data Centre Holdings B.V.
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Netherlands
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Iron Mountain (Nederland) Data Centre Holdings Germany B.V.
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Netherlands
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Iron Mountain (Nederland) Services BV
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Netherlands
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Iron Mountain International Holdings BV
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Netherlands
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Iron Mountain Nederland B.V.
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Netherlands
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Iron Mountain Nederland Holdings B.V.
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Netherlands
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Oda International Management Corporation NV
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Netherlands
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Iron Mountain New Zealand Limited (fka Recall New Zealand Ltd)
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New Zealand
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Iron Mountain Norge AS
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Norway
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IMSA Peru SRL
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Peru
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Iron Mountain Peru S.A.
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Peru
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Iron Mountain Philippines Inc.
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Philippines
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Lane Archives Technologies Corporation
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Philippines
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Iron Mountain Poland Holdings Ltd
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Poland
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Iron Mountain Polska Services Sp z.o.o.
(fka Berylis Investments Sp z.o.o.)
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Poland
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Iron Mountain Polska Sp. z.o.o.
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Poland
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Iron Mountain Records Management (Puerto Rico), Inc
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Puerto Rico
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Iron Mountain SRL
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Romania
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Recall Information Services SRL
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Romania
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Data Outsourcing Centre doo
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Serbia
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Iron Mountain d.o.o. Novi Banovci (fka Iron Mountain d.o.o. Beograd)
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Serbia
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Iron Mountain Data Centre Pte. Limited
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Singapore
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Recall Asia Pte Limited
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Singapore
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Recall Total Information Mgt Pte Ltd
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Singapore
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Iron Mountain Slovakia, s.r.o.
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Slovakia
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Docu-File Cape Town Proprietary Limited
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South Africa
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Docu-File JHB Proprietary Limited
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South Africa
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Docuscan Proprietary Limited
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South Africa
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Iron Mountain Secure Shredding (Pty) Ltd
(fka Shred-It South Africa (Pty) Ltd)
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South Africa
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Iron Mountain South Africa (Pty) Ltd
(fka Docufile Services Proprietary Limited)
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South Africa
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Iron Mountain South Africa Holdings (Pty) Ltd
(fka Docufile Holdings (Proprietary) Limited)
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South Africa
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Name
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Jurisdiction
|
Iron Mountain South Africa Information Management (Pty) Ltd
(fka Docu-File Durban Proprietary Limited)
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South Africa
|
Iron Mountain South Africa Records Management (Pty) Ltd
(fka Docuscan Cape Town Proprietary Limited)
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South Africa
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Iron Mountain Korea Limited
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South Korea
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Iron Mountain (España) Services, S.L
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Spain
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Iron Mountain Espana SA
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Spain
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Iron Mountain Latin America Holdings, Sociedad Limitada
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Spain
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Iron Mountain Swaziland (Proprietary) Limited
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Swaziland
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Iron Mountain Document Holdings Sweden AB
(fka Document Holdings Sweden AB)
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Sweden
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Iron Mountain Holdings Sweden AB (fka Recall Holdings Sweden AB)
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Sweden
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Iron Mountain Sweden AB (fka Recall Sweden AB)
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Sweden
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First International Records Management AG
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Switzerland
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Fontis International GmbH
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Switzerland
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Iron Mountain (Schweiz) AG (fka Sispace AG)
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Switzerland
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Iron Mountain Management Services GmbH
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Switzerland
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Iron Mountain Taiwan Ltd. (fka Recall Taiwan Ltd.)
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Taiwan
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Iron Mountain Arsivleme Hizmetleri A.S.
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Turkey
|
Iron Mountain FZ-LLC
(fka Derby Records Management FZ-LLC)
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United Arab Emirates
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Bonded Services Acquisition Ltd.
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United Kingdom
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Bonded Services Group Limited
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United Kingdom
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Bonded Services International Limited
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|
United Kingdom
|
Bonded Services Limited
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|
United Kingdom
|
Britannia Data Management Limited
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|
United Kingdom
|
Disaster Recovery Services Limited
|
|
United Kingdom
|
F.T.S. (Freight Forwarders) Limited
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|
United Kingdom
|
F.T.S. (Great Britain) Limited
|
|
United Kingdom
|
F.T.S. (Road Transport) Limited
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|
United Kingdom
|
File Express Limited
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|
United Kingdom
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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
|
Haworth Group Holdings (UK) Limited
|
|
United Kingdom
|
Haworth Group Limited
|
|
United Kingdom
|
International Distribution Services Ltd
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|
United Kingdom
|
Iron Mountain (UK) Data Centre Limited
|
|
United Kingdom
|
Iron Mountain (UK) EES Holdings Limited
|
|
United Kingdom
|
Iron Mountain (UK) PLC (fka Iron Mountain (UK) Limited)
|
|
United Kingdom
|
Iron Mountain (UK) Services Limited
|
|
United Kingdom
|
Iron Mountain DIMS Limited
|
|
United Kingdom
|
Iron Mountain Europe (Group) Limited
|
|
United Kingdom
|
Iron Mountain Europe Ltd. (fka Iron Mountain Europe PLC)
|
|
United Kingdom
|
Iron Mountain Group (Europe) Limited
|
|
United Kingdom
|
Name
|
|
Jurisdiction
|
Iron Mountain Holdings (Europe) Limited
|
|
United Kingdom
|
Iron Mountain International (Holdings) Ltd
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|
United Kingdom
|
Iron Mountain Mayflower Limited
|
|
United Kingdom
|
Iron Mountain MDM Limited
|
|
United Kingdom
|
Iron Mountain UK Services (Holdings) 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
|
Preferred Media Ltd
|
|
United Kingdom
|
Recall (London) Limited
|
|
United Kingdom
|
Recall Europe Finance Ltd. (fka Recall Europe Finance Plc)
|
|
United Kingdom
|
Recall Europe Limited
|
|
United Kingdom
|
Recall GQ Ltd
|
|
United Kingdom
|
Recall Limited
|
|
United Kingdom
|
Recall Shredding Limited
|
|
United Kingdom
|
First International Records Management, LLC
|
|
United States
|
Iron Mountain Data Centers Services, LLC
|
|
United States
|
Iron Mountain Data Centers, LLC
|
|
United States
|
Iron Mountain Fulfillment Services, Inc.
|
|
United States
|
Iron Mountain Global Holdings, Inc.
|
|
United States
|
Iron Mountain Global LLC
|
|
United States
|
Iron Mountain Incorporated
|
|
United States
|
Iron Mountain Information Management Services, Inc.
|
|
United States
|
Iron Mountain Information Management, LLC
|
|
United States
|
Iron Mountain Intellectual Property Management, Inc.
|
|
United States
|
Iron Mountain Mortgage Finance Holdings, LLC
|
|
United States
|
Iron Mountain Mortgage Finance I, LLC
|
|
United States
|
Iron Mountain Receivables QRS, LLC
|
|
United States
|
Iron Mountain Receivables TRS, LLC
|
|
United States
|
Iron Mountain Secure Shredding, Inc.
|
|
United States
|
Iron Mountain US Holdings Inc
|
|
United States
|
KH Data Capital Development Land, LLC
(fka Hayden Road Project LLC)
|
|
United States
|
Nettlebed Acquisition Corp.
|
|
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
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(d)
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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
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5.
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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):
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(a)
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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 14, 2019
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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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1.
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I have reviewed this Annual Report on Form 10-K of Iron Mountain Incorporated;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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.
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Date: February 14, 2019
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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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|
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Date: February 14, 2019
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/s/ WILLIAM L. MEANEY
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|
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William L. Meaney
|
|
|
President and Chief Executive Officer
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Date: February 14, 2019
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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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