IRON MOUNTAIN INC, 10-Q filed on 7/28/2017
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2017
Jul. 21, 2017
Document and Entity Information
 
 
Entity Registrant Name
IRON MOUNTAIN INC 
 
Entity Central Index Key
0001020569 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 30, 2017 
 
Amendment Flag
false 
 
Current Fiscal Year End Date
--12-31 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
264,390,702 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q2 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Current Assets:
 
 
Cash and cash equivalents
$ 291,019 
$ 236,484 
Accounts receivable (less allowances of $44,290 and $38,907 as of December 31, 2016 and June 30, 2017, respectively)
730,366 
691,249 
Prepaid expenses and other
184,491 
184,374 
Total Current Assets
1,205,876 
1,112,107 
Property, Plant and Equipment:
 
 
Property, plant and equipment
5,826,538 
5,535,783 
Less—Accumulated depreciation
(2,651,099)
(2,452,457)
Property, Plant and Equipment, Net
3,175,439 
3,083,326 
Other Assets, Net:
 
 
Goodwill
3,988,762 
3,905,021 
Customer relationships and customer inducements
1,297,015 
1,252,523 
Other
147,601 
133,823 
Total Other Assets, Net
5,433,378 
5,291,367 
Total Assets
9,814,693 
9,486,800 
Current Liabilities:
 
 
Current portion of long-term debt
423,269 
172,975 
Accounts payable
247,134 
222,197 
Accrued expenses
579,070 
450,257 
Deferred revenue
225,133 
201,128 
Total Current Liabilities
1,474,606 
1,046,557 
Long-term Debt, net of current portion
6,028,985 
6,078,206 
Other Long-term Liabilities
85,948 
99,540 
Deferred Rent
128,883 
119,834 
Deferred Income Taxes
170,890 
151,295 
Commitments and Contingencies (see Note 8)
   
   
Redeemable Noncontrolling Interest
68,084 
54,697 
Iron Mountain Incorporated Stockholders' Equity:
 
 
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 263,682,670 shares and 264,379,608 shares as of December 31, 2016 and June 30, 2017, respectively)
2,644 
2,636 
Additional paid-in capital
3,505,019 
3,489,795 
(Distributions in excess of earnings) Earnings in excess of distributions
(1,498,285)
(1,343,311)
Accumulated other comprehensive items, net
(153,590)
(212,573)
Total Iron Mountain Incorporated Stockholders' Equity
1,855,788 
1,936,547 
Noncontrolling Interests
1,509 
124 
Total Equity
1,857,297 
1,936,671 
Total Liabilities and Equity
$ 9,814,693 
$ 9,486,800 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]
 
 
Accounts receivable, allowances (in dollars)
$ 38,907 
$ 44,290 
Preferred stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Preferred stock, authorized shares
10,000,000 
10,000,000 
Preferred stock, issued shares
Preferred stock, outstanding shares
Common stock, par value (in dollars per share)
$ 0.01 
$ 0.01 
Common stock, authorized shares
400,000,000 
400,000,000 
Common stock, issued shares
264,379,608 
263,682,670 
Common stock, outstanding shares
264,379,608 
263,682,670 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended
May 24, 2017
Feb. 15, 2017
Oct. 31, 2016
Jul. 27, 2016
May 25, 2016
Feb. 17, 2016
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Revenues:
 
 
 
 
 
 
 
 
 
 
Storage rental
 
 
 
 
 
 
$ 590,239 
$ 538,682 
$ 1,162,518 
$ 999,893 
Service
 
 
 
 
 
 
359,567 
345,066 
726,164 
634,545 
Total Revenues
 
 
 
 
 
 
949,806 
883,748 
1,888,682 
1,634,438 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
Cost of sales (excluding depreciation and amortization)
 
 
 
 
 
 
414,284 
395,649 
840,991 
721,754 
Selling, general and administrative
 
 
 
 
 
 
237,445 
277,077 
477,611 
484,843 
Depreciation and amortization
 
 
 
 
 
 
128,099 
115,022 
252,806 
202,226 
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
 
 
 
 
 
 
(216)
(626)
(675)
(1,077)
Total Operating Expenses
 
 
 
 
 
 
779,612 
787,122 
1,570,733 
1,407,746 
Operating Income (Loss)
 
 
 
 
 
 
170,194 
96,626 
317,949 
226,692 
Interest Expense (Income), Net
 
 
 
 
 
 
89,966 
74,866 
176,021 
141,928 
Other Expense (Income), Net
 
 
 
 
 
 
(19,366)
25,641 
(25,730)
13,704 
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
 
 
 
 
 
 
99,594 
(3,881)
167,658 
71,060 
Provision (Benefit) for Income Taxes
 
 
 
 
 
 
18,009 
10,839 
27,229 
22,739 
Gain on Sale of Real Estate, Net of Tax
 
 
 
 
 
 
(1,563)
(1,563)
(Loss) Income from Continuing Operations
 
 
 
 
 
 
83,148 
(14,720)
141,992 
48,321 
Income (Loss) from Discontinued Operations, Net of Tax
 
 
 
 
 
 
(2,026)
 
(2,363)
1,587 
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(2,026)
1,587 
(2,363)
1,587 
Net income (loss)
 
 
 
 
 
 
81,122 
(13,133)
139,629 
49,908 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
 
 
 
 
 
 
2,492 
835 
2,874 
1,102 
Net (Loss) Income Attributable to Iron Mountain Incorporated
 
 
 
 
 
 
$ 78,630 
$ (13,968)
$ 136,755 
$ 48,806 
(Losses) Earnings per Share—Basic:
 
 
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
 
 
 
 
 
$ 0.31 
$ (0.06)
$ 0.53 
$ 0.21 
Total Income (Loss) from Discontinued Operations, Net of Tax, per Basic Share
 
 
 
 
 
 
$ (0.01)
$ 0.01 
$ (0.01)
$ 0.01 
Net (Loss) Income Attributable to Iron Mountain Incorporated
 
 
 
 
 
 
$ 0.30 
$ (0.06)
$ 0.52 
$ 0.21 
Earnings (Losses) per Share-Diluted:
 
 
 
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations
 
 
 
 
 
 
$ 0.30 
$ (0.06)
$ 0.53 
$ 0.21 
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share
 
 
 
 
 
 
$ (0.01)
$ 0.01 
$ (0.01)
$ 0.01 
Net (Loss) Income Attributable to Iron Mountain Incorporated
 
 
 
 
 
 
$ 0.30 
$ (0.06)
$ 0.52 
$ 0.21 
Weighted Average Common Shares Outstanding-Basic (in shares)
 
 
 
 
 
 
264,217,000 
246,387,000 
264,036,000 
228,957,000 
Weighted Average Common Shares Outstanding-Diluted (in shares)
 
 
 
 
 
 
264,930,419 
246,387,000 
264,870,000 
230,029,000 
Dividends Declared per Common Share (in dollars per share)
$ 0.55 
$ 0.55 
$ 0.55 
$ 0.485 
$ 0.4850 
$ 0.4850 
$ 0.5504 
$ 0.5174 
$ 1.1008 
$ 1.0051 
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Income Statement [Abstract]
 
 
 
 
Interest Income
$ 5,797 
$ 2,144 
$ 8,090 
$ 3,431 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net (Loss) Income
$ 81,122 
$ (13,133)
$ 139,629 
$ 49,908 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
7,538 
2,789 
58,322 
26,767 
Market Value Adjustments for Securities
 
 
(734)
Total Other Comprehensive Income (Loss)
7,538 
2,789 
58,322 
26,033 
Comprehensive (Loss) Income
88,660 
(10,344)
197,951 
75,941 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
2,381 
753 
2,213 
1,507 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$ 86,279 
$ (11,097)
$ 195,738 
$ 74,434 
CONSOLIDATED STATEMENTS OF EQUITY (USD $)
In Thousands, except Share data, unless otherwise specified
Total
USD ($)
Common Stock
USD ($)
Additional Paid-in Capital
USD ($)
Earnings in Excess of Distributions (Distributions in Excess of Earnings)
USD ($)
Accumulated Other Comprehensive Items, Net
USD ($)
Noncontrolling Interests
USD ($)
Redeemable Noncontrolling Interests
USD ($)
Recall Holdings Limited [Member]
USD ($)
Common Stock
Recall Holdings Limited [Member]
Balance at Dec. 31, 2015
$ 528,607 
$ 2,113 
$ 1,623,863 
$ (942,218)
$ (174,917)
$ 19,766 
 
 
 
Balance (in shares) at Dec. 31, 2015
 
211,340,296 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity
 
 
 
 
 
 
 
 
 
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)
 
1,449,332 
 
 
 
 
 
 
 
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
34,286 
15 
34,271 
 
 
 
 
 
 
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable
 
502 
1,834,524 
 
 
 
 
1,835,026 
 
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares
 
 
 
 
 
 
 
 
50,233,412 
Parent cash dividends declared
(231,512)
 
 
(231,512)
 
 
 
 
 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Excluding Redeemable Noncontrolling Interest, Net of Tax
26,767 
 
 
 
26,362 
405 
 
 
 
Market Value Adjustments for Securities
(734)
 
 
 
(734)
 
 
 
 
Net income (loss)
49,908 
 
 
48,806 
 
1,102 
 
 
 
Noncontrolling interests equity contributions
1,299 
 
 
 
 
1,299 
 
 
 
Noncontrolling interests dividends
(1,123)
 
 
 
 
(1,123)
 
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
3,506 
 
 
 
 
3,506 
 
 
 
Balance at Jun. 30, 2016
2,246,030 
2,630 
3,492,658 
(1,124,924)
(149,289)
24,955 
 
 
 
Balance (in shares) at Jun. 30, 2016
 
263,023,040 
 
 
 
 
 
 
 
Balance at Dec. 31, 2016
1,936,671 
2,636 
3,489,795 
(1,343,311)
(212,573)
124 
 
 
 
Balance (in shares) at Dec. 31, 2016
263,682,670 
263,682,670 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interest
68,084 
 
 
 
 
 
68,084 
 
 
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)
 
696,938 
 
 
 
 
 
 
 
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
16,150 
16,142 
 
 
 
 
 
 
Adjustments to Additional Paid in Capital, Change in Value of Redeemable Noncontrolling Interests
(918)
 
(918)
 
 
 
918 
 
 
Parent cash dividends declared
(291,729)
 
 
(291,729)
 
 
 
 
 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Excluding Redeemable Noncontrolling Interest, Net of Tax
58,870 
 
 
 
58,983 
(113)
 
 
 
Temporary Equity, Foreign Currency Translation Adjustments
 
 
 
 
 
 
(548)
 
 
Market Value Adjustments for Securities
 
 
 
 
 
 
 
 
Net income (loss)
139,629 
 
 
 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest
138,870 
 
 
136,755 
 
2,115 
 
 
 
Temporary Equity, Net Income
 
 
 
 
 
 
759 
 
 
Noncontrolling interests equity contributions
 
 
 
 
 
 
 
Noncontrolling interest equity contributions, redeemable noncontrolling interests
 
 
 
 
 
 
13,230 
 
 
Noncontrolling interests dividends
(1,956)
 
 
 
 
(1,956)
 
 
 
Temporary Equity, Accretion of Dividends
 
 
 
 
 
 
(972)
 
 
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests
1,339 
 
 
 
 
1,339 
 
 
 
Balance at Jun. 30, 2017
$ 1,857,297 
$ 2,644 
$ 3,505,019 
$ (1,498,285)
$ (153,590)
$ 1,509 
 
 
 
Balance (in shares) at Jun. 30, 2017
264,379,608 
264,379,608 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Cash Flows from Operating Activities:
 
 
Net income (loss)
$ 139,629 
$ 49,908 
(Income) Loss from discontinued operations
2,363 
(1,587)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
 
 
Depreciation
201,907 
168,920 
Amortization (includes amortization of deferred financing costs and discount of $5,652 and $7,875 for the six months ended June 30, 2016 and 2017, respectively)
58,774 
38,958 
Revenue reduction associated with amortization of permanent withdrawal fees
5,906 
6,100 
Stock-based compensation expense
15,092 
15,913 
(Benefit) Provision for deferred income taxes
(9,536)
(9,902)
Gains (Losses) on Extinguishment of Debt Non Cash
(9,283)
(Gain) Loss on disposal/write-down of property, plant and equipment, net (including real estate)
(2,238)
(1,077)
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal
(38,869)
Foreign currency transactions and other, net
23,508 
5,378 
Changes in Assets and Liabilities (exclusive of acquisitions):
 
 
Accounts receivable
(27,324)
1,746 
Prepaid expenses and other
(23,755)
(41,020)
Accounts payable
(5,960)
(39,377)
Accrued expenses and deferred revenue
9,545 
8,508 
Other assets and long-term liabilities
(27,002)
(6,146)
Cash Flows from Operating Activities - Continuing Operations
322,040 
205,605 
Cash Flows from Operating Activities - Discontinued Operations
(2,363)
1,145 
Cash Flows from Operating Activities
319,677 
206,750 
Cash Flows from Investing Activities:
 
 
Capital expenditures
(165,207)
(163,665)
Cash paid for acquisitions, net of cash acquired
(38,223)
(276,553)
Acquisition of customer relationships
(21,037)
(10,324)
Customer inducements
(7,473)
(6,422)
Net proceeds from Iron Mountain Divestments (see Note 10)
2,423 
53,950 
Proceeds from sales of property and equipment and other, net (including real estate)
8,547 
371 
Cash Flows from Investing Activities—Continuing Operations
(220,970)
(402,643)
Cash Flows from Investing Activities—Discontinued Operations
90 
Cash Flows from Investing Activities
(220,970)
(402,553)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(5,751,416)
(7,387,114)
Proceeds from revolving credit, term loan and bridge facilities and other debt
5,494,125 
7,186,805 
Net proceeds from sales of senior notes
332,683 
738,750 
Debt financing and equity contribution from noncontrolling interests
13,230 
1,299 
Debt repayment and equity distribution to noncontrolling interests
(3,079)
(843)
Parent cash dividends
(147,393)
(232,596)
Net proceeds (payments) associated with employee stock-based awards
810 
18,641 
Excess tax benefits (deficiency) from stock-based compensation
29 
Payment of debt financing and stock issuance costs
(544)
(12,032)
Net Cash Provided by (Used in) Financing Activities, Continuing Operations
(61,584)
312,939 
Net Cash Provided by (Used in) Financing Activities
(61,584)
312,939 
Cash Flows from Financing Activities—Discontinued Operations
Effect of Exchange Rates on Cash and Cash Equivalents
17,412 
(8,528)
Increase (Decrease) in cash and cash equivalents
54,535 
108,608 
Cash and cash equivalents, beginning of period
236,484 
128,381 
Cash and cash equivalents, end of period
291,019 
236,989 
Supplemental Information:
 
 
Cash Paid for Interest
177,303 
136,351 
Cash Paid for Income Taxes, Net
55,922 
28,133 
Non-Cash Investing and Financing Activities:
 
 
Capital Leases
57,383 
34,383 
Accrued Capital Expenditures
79,775 
40,801 
Dividends Payable
149,961 
4,493 
Stock Issued During Period, Value, Acquisitions
1,835,026 
Equity method investment, fair value
$ 18,000 
$ 0 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Statement of Cash Flows [Abstract]
 
 
Deferred financing costs and discount included in Amortization
$ 7,875 
$ 5,652 
General
General
The interim condensed consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") store records, primarily physical records and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America, Asia and Africa. We have a diversified customer base consisting of commercial, legal, financial, healthcare, insurance, life sciences, energy, business services, entertainment and government organizations.
The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The Condensed Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2016 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2017 (our "Annual Report").
We have been organized and have operated as a real estate investment trust for United States federal income tax purposes ("REIT") since our taxable year ended December 31, 2014.
On May 2, 2016 (Sydney, Australia time), we completed the acquisition of Recall Holdings Limited ("Recall") pursuant to the Scheme Implementation Deed, as amended, with Recall (the "Recall Transaction"). See Note 4.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
This Note 2 to Notes to Condensed Consolidated Financial Statements provides information and disclosure regarding certain of our significant accounting policies and should be read in conjunction with Note 2 to Notes to Consolidated Financial Statements included in our Annual Report, which may provide additional information with regard to the accounting policies set forth herein and other of our significant accounting policies.
a. Foreign Currency
Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Europe, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity, Redeemable Noncontrolling Interests and Noncontrolling Interests in the accompanying Condensed Consolidated Balance Sheets. 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, including those related to (i) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined and discussed more fully in Note 5), and (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in Other Expense (Income), Net, in the accompanying Condensed Consolidated Statements of Operations.
Total loss on foreign currency transactions for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
 
Total loss on foreign currency transactions
$
17,193

 
$
20,199

 
$
4,651

 
$
16,035

 
b.    Goodwill and Other Intangible Assets
Goodwill
Goodwill is not amortized but is reviewed annually for impairment, or more frequently if impairment indicators arise. We have selected October 1 as our annual goodwill impairment review date. We performed our most recent annual goodwill impairment review as of October 1, 2016 and concluded there was no impairment of goodwill at such date. As of December 31, 2016 and June 30, 2017, no factors were identified that would alter our October 1, 2016 goodwill impairment analysis. In making this assessment, we considered a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values.
Our reporting units as of December 31, 2016 are described in detail in Note 2.h. to Notes to Consolidated Financial Statements included in our Annual Report. The goodwill associated with acquisitions completed during the first six months of 2017 (which are described in Note 4) has been incorporated into our reporting units as they existed as of December 31, 2016. During the six months ended June 30, 2017, there were certain changes to the composition of our reporting units, which are described below.
i. Impact of Russia and Ukraine Divestment

Prior to the Russia and Ukraine Divestment (as defined in Note 10), our businesses in Russia and Ukraine were a component of our Northern and Eastern Europe reporting unit. As disclosed in Note 10, on May 30, 2017, Iron Mountain EES Holdings Ltd. ("IM EES"), a consolidated subsidiary of IMI, sold our records and information management operations in Russia and Ukraine. As a result of the Russia and Ukraine Divestment, $3,515 of goodwill associated with our Northern and Eastern Europe reporting unit was allocated, on a relative fair value basis, to the Russia and Ukraine Divestment and included in the carrying value of the divested businesses. See Note 10 for additional information regarding the Russia and Ukraine Divestment.
ii. Northern and Eastern Europe, Africa and India reporting units

During the second quarter of 2017, as a result of changes in the management of our businesses included in our Other International Business segment, we reassessed the composition of our reporting units. As a result of this reassessment, we determined that our businesses in our former Africa and India reporting unit, which included our businesses in South Africa and India, as well as our business in the United Arab Emirates which was acquired in the first quarter of 2017, were now being managed in conjunction with our businesses included in our Northern and Eastern Europe reporting unit. This newly formed reporting unit, which consists of (i) the businesses included in our former Northern and Eastern Europe reporting unit and (ii) our businesses in the United Arab Emirates, South Africa and India is referred to as the Northern/Eastern Europe and Middle East, Africa and India, or NEE and MEAI, reporting unit.
iii. North American Secure Shredding reporting unit
    
During the second quarter of 2017, we reassessed the composition of our reporting units included in our North American Records and Information Management Business segment. As a result of this reassessment, we determined that the discrete financial information and operating results of our North American Secure Shredding business are no longer being regularly reviewed by the segment manager of our North American Records and Information Management Business segment. Therefore, we have concluded that our secure shredding operations in North America no longer constitute a separate reporting unit and that our North American Records and Information Management Business segment consists of one reporting unit, which is referred to as the North American Records and Information Management reporting unit.
 
The changes in the carrying value of goodwill attributable to each reportable operating segment for the six months ended June 30, 2017 are as follows:
 
North American
Records and Information
Management
Business
 
North American
Data
Management
Business
 
Western
European Business
 
Other International Business
 
Corporate and Other Business
 
Total
Consolidated
Gross Balance as of December 31, 2016
$
2,485,806

 
$
559,443

 
$
405,571

 
$
743,126

 
$
25,922

 
$
4,219,868

Deductible goodwill acquired during the year
409

 

 

 
925

 
717

 
2,051

Non-deductible goodwill acquired during the year

 

 

 
13,777

 

 
13,777

Goodwill allocated to Russia and Ukraine Divestment (see Note 10)

 

 

 
(3,515
)
 

 
(3,515
)
Fair value and other adjustments(1)
(24,801
)
 
545

 
9,749

 
20,194

 

 
5,687

Currency effects
6,374

 
1,900

 
22,513

 
35,887

 

 
66,674

Gross Balance as of June 30, 2017
$
2,467,788

 
$
561,888

 
$
437,833

 
$
810,394

 
$
26,639

 
$
4,304,542

Accumulated Amortization Balance as of December 31, 2016
$
204,895

 
$
53,753

 
$
56,150

 
$
49

 
$

 
$
314,847

Currency effects
243

 
61

 
613

 
16

 

 
933

Accumulated Amortization Balance as of June 30, 2017
$
205,138

 
$
53,814

 
$
56,763

 
$
65

 
$

 
$
315,780

Net Balance as of December 31, 2016
$
2,280,911

 
$
505,690

 
$
349,421

 
$
743,077

 
$
25,922

 
$
3,905,021

Net Balance as of June 30, 2017
$
2,262,650

 
$
508,074

 
$
381,070

 
$
810,329

 
$
26,639

 
$
3,988,762

Accumulated Goodwill Impairment Balance as of December 31, 2016
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

Accumulated Goodwill Impairment Balance as of June 30, 2017
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

_______________________________________________________________________________
(1)
Total fair value and other adjustments include $5,687 in net adjustments primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting).

Finite-lived intangible assets
Customer relationship intangible assets, which are acquired through either business combinations or acquisitions of customer relationships, are amortized over periods ranging from eight to 30 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. The value of customer relationship intangible assets is calculated based upon estimates of their fair value utilizing an income approach based on the present value of expected future cash flows.
Costs related to the acquisition of large volume accounts are capitalized. Free intake costs to transport boxes to one of our facilities, which include labor and transportation costs ("Move Costs"), are amortized over periods ranging from eight to 30 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. Payments that are made to a customer's current records management vendor in order to terminate the customer's existing contract with that vendor, or direct payments to a customer ("Permanent Withdrawal Fees"), are amortized over periods ranging from three to 15 years and are included in storage and service revenue in the accompanying Condensed Consolidated Statements of Operations. Move Costs and Permanent Withdrawal Fees are collectively referred to as "Customer Inducements". If the customer terminates its relationship with us, the unamortized carrying value of the Customer Inducement intangible asset is charged to expense or revenue. However, in the event of such termination, we generally collect, and record as income, permanent removal fees that generally equal or exceed the amount of the unamortized Customer Inducement intangible asset.
Other finite-lived intangible assets, including trade names, noncompetition agreements and trademarks, are capitalized and amortized over periods ranging from three to 10 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations.

The components of our finite-lived intangible assets as of December 31, 2016 and June 30, 2017 are as follows:
 
December 31, 2016
 
June 30, 2017
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Customer relationship intangible assets and Customer Inducements
$
1,604,020

 
$
(351,497
)
 
$
1,252,523

 
$
1,702,665

 
$
(405,650
)
 
$
1,297,015

Other finite-lived intangible assets (included in other assets, net)
24,788

 
(7,989
)
 
16,799

 
20,885

 
(9,008
)
 
11,877

Total
$
1,628,808

 
$
(359,486
)
 
$
1,269,322

 
$
1,723,550

 
$
(414,658
)
 
$
1,308,892


Amortization expense associated with finite-lived intangible assets and revenue reduction associated with the amortization of Permanent Withdrawal Fees for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Amortization expense associated with finite-lived intangible assets
$
21,492

 
$
25,784

 
$
33,306

 
$
50,899

Revenue reduction associated with amortization of Permanent Withdrawal Fees
3,157

 
2,748

 
6,100

 
5,906

c.    Stock-Based Compensation
We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs"). The stock options, RSUs, PUs and shares of stock issued under our employee stock purchase plan ("ESPP") are collectively the "Employee Stock-Based Awards".
Stock-based compensation expense for Employee Stock-Based Awards for the three and six months ended June 30, 2016 was $9,028 ($7,011 after tax or $0.03 per basic and diluted share) and $15,913 ($11,925 after tax or $0.05 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and six months ended June 30, 2017 was $8,543 ($5,945 after tax or $0.02 per basic and diluted share) and $15,092 ($10,530 after tax or $0.04 per basic and diluted share), respectively.
Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Condensed Consolidated Statements of Operations is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cost of sales (excluding depreciation and amortization)
$
25

 
$
27

 
$
52

 
$
55

Selling, general and administrative expenses
9,003

 
8,516

 
15,861

 
15,037

Total stock-based compensation
$
9,028

 
$
8,543

 
$
15,913

 
$
15,092


Stock Options
A summary of our stock options outstanding as of June 30, 2017 by vesting terms is as follows:
 
June 30, 2017
 
Stock Options Outstanding
 
% of
Stock Options Outstanding
Three-year vesting period (10 year contractual life)
3,543,414

 
85.7
%
Five-year vesting period (10 year contractual life)
515,916

 
12.5
%
Ten-year vesting period (12 year contractual life)
73,738

 
1.8
%
 
4,133,068

 
100.0
%

The weighted average fair value of stock options granted for the six months ended June 30, 2016 and 2017 was $2.49 and $4.26 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used for grants in the respective periods are as follows:
 
 
Six Months Ended
June 30,
Weighted Average Assumptions
 
2016
 
2017
Expected volatility
 
27.2
%
 
25.8
%
Risk-free interest rate
 
1.32
%
 
1.96
%
Expected dividend yield
 
7
%
 
6
%
Expected life
 
5.6 years

 
5.0 years


Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the option. The risk-free interest rate was based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life of the stock options granted is estimated using the historical exercise behavior of employees.
A summary of stock option activity for the six months ended June 30, 2017 is as follows:
 
Stock Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Average
Intrinsic
Value
Outstanding at December 31, 2016
3,451,698

 
$
31.79

 
 
 
 

Granted
1,007,224

 
36.89

 
 
 
 

Exercised
(300,271
)
 
22.77

 
 
 
 

Forfeited
(23,802
)
 
33.89

 
 
 
 

Expired
(1,781
)
 
38.83

 
 
 
 

Outstanding at June 30, 2017
4,133,068

 
$
33.68

 
7.47
 
$
13,556

Options exercisable at June 30, 2017
1,970,057

 
$
30.68

 
5.78
 
$
12,024

Options expected to vest
2,024,082

 
$
36.41

 
8.99
 
$
1,448


The aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Aggregate intrinsic value of stock options exercised
$
9,926

 
$
1,935

 
$
11,359

 
$
3,847


Restricted Stock Units
Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors vest immediately upon grant.
All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero).
Cash dividends accrued and paid on RSUs for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cash dividends accrued on RSUs
$
616

 
$
662

 
$
1,247

 
$
1,345

Cash dividends paid on RSUs
196

 
84

 
1,831

 
1,939

The fair value of RSUs vested during the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Fair value of RSUs vested
$
2,807

 
$
2,047

 
$
17,785

 
$
16,073

A summary of RSU activity for the six months ended June 30, 2017 is as follows:
 
RSUs
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2016
1,163,393

 
$
33.21

Granted
584,089

 
36.68

Vested
(497,339
)
 
32.32

Forfeited
(50,356
)
 
34.68

Non-vested at June 30, 2017
1,199,787

 
$
35.21


Performance Units
Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three-year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to either (i) a subset of the Standard & Poor's 500 Index (for certain PUs granted prior to 2017), or (ii) a subset of the MSCI United States REIT Index (for certain PUs granted in 2017), rather than the revenue and ROIC targets noted above. The number of PUs earned based on the applicable market condition may range from 0% to 200% of the initial award.
All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three-year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets or a market condition as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period.
All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest.
Cash dividends accrued and paid on PUs for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cash dividends accrued on PUs
$
263

 
$
321

 
$
525

 
$
645

Cash dividends paid on PUs

 

 
645

 
205


During the six months ended June 30, 2017, we issued 229,692 PUs. The majority of our PUs are earned based on our performance against revenue and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. The fair value of PUs based on our performance against revenue and ROIC targets is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of June 30, 2017, we expected 25%, 100% and 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2015, 2016 and 2017, respectively.
The fair value of earned PUs that vested during the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Fair value of earned PUs that vested
$
1,174

 
$

 
$
5,255

 
$
905


A summary of PU activity for the six months ended June 30, 2017 is as follows:
 
Original
PU Awards
 
PU Adjustment(1)
 
Total
PU Awards
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2016
559,340

 
(121,038
)
 
438,302

 
$
33.67

Granted
229,692

 

 
229,692

 
41.93

Vested
(32,776
)
 

 
(32,776
)
 
27.60

Forfeited/Performance or Market Conditions Not Achieved
(9,106
)
 
(129,029
)
 
(138,135
)
 
29.03

Non-vested at June 30, 2017
747,150

 
(250,067
)
 
497,083

 
$
39.17

_______________________________________________________________________________

(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.
Employee Stock Purchase Plan
We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the market price of our common stock at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. For the six months ended June 30, 2016 and 2017, there were 56,662 shares and 60,167 shares, respectively, purchased under the ESPP. As of June 30, 2017, we had 667,427 shares available under the ESPP.
_______________________________________________________________________________
As of June 30, 2017, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $53,729 and is expected to be recognized over a weighted-average period of 2.2 years.
We generally issue shares of our common stock for the exercises of stock options, the vesting of RSUs and PUs and under our ESPP from unissued reserved shares.
d.    Income (Loss) Per Share—Basic and Diluted
Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, RSUs or PUs) that were outstanding during the period, unless the effect is antidilutive.
The calculation of basic and diluted income (loss) per share for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
(Loss) income from continuing operations
$
(14,720
)
 
$
83,148

 
$
48,321

 
$
141,992

Less: Net income (loss) attributable to noncontrolling interests
835

 
2,492

 
1,102

 
2,874

(Loss) income from continuing operations (utilized in numerator of Earnings Per Share calculation)
$
(15,555
)
 
$
80,656

 
$
47,219

 
$
139,118

Income (loss) from discontinued operations, net of tax
$
1,587

 
$
(2,026
)
 
$
1,587

 
$
(2,363
)
Net (loss) income attributable to Iron Mountain Incorporated
$
(13,968
)
 
$
78,630

 
$
48,806

 
$
136,755

 
 
 
 
 
 
 
 
Weighted-average shares—basic
246,387,000

 
264,217,000

 
228,957,000

 
264,036,000

Effect of dilutive potential stock options

 
395,044

 
622,293

 
428,403

Effect of dilutive potential RSUs and PUs

 
318,375

 
450,100

 
405,640

Weighted-average shares—diluted
246,387,000

 
264,930,419

 
230,029,393

 
264,870,043

 
 
 
 
 
 
 
 
(Losses) earnings per share—basic:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.06
)
 
$
0.31

 
$
0.21

 
$
0.53

Income (loss) from discontinued operations, net of tax
0.01

 
(0.01
)
 
0.01

 
(0.01
)
Net (loss) income attributable to Iron Mountain Incorporated(1)
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.52

 
 
 
 
 
 
 
 
(Losses) earnings per share—diluted:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.53

Income (loss) from discontinued operations, net of tax
0.01

 
(0.01
)
 
0.01

 
(0.01
)
Net (loss) income attributable to Iron Mountain Incorporated(1)
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.52

 
 
 
 
 
 
 
 
Antidilutive stock options, RSUs and PUs, excluded from the calculation
1,594,475

 
2,701,129

 
2,208,135

 
2,597,692


_______________________________________________________________________________

(1) Columns may not foot due to rounding.
e.    Income Taxes
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries ("QRSs") and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.
For the three months ended June 30, 2016, we had a net loss from continuing operations before provision of income taxes of $3,881 and a provision for income taxes of $10,839; as such, our effective tax rate for the three months ended June 30, 2016 is not meaningful. Our effective tax rate for the six months ended June 30, 2016 was 32.0%. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rates for the three and six months ended June 30, 2016 were the benefit derived from the dividends paid deduction and differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. Our effective tax rates for the three and six months ended June 30, 2017 were 18.1% and 16.2%, respectively. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rate for the three months ended June 30, 2017 were the benefit derived from the dividends paid deduction and differences in the rates of tax at which our foreign earnings are subject. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rate for the six months ended June 30, 2017 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject and a release of valuation allowances on certain of our foreign net operating losses of $7,511 as a result of the merger of certain of our foreign subsidiaries.

During 2016, as a result of the closing of the Recall Transaction and the subsequent integration of Recall's operations into our operations, we reassessed our intentions regarding the indefinite reinvestment of current and future undistributed earnings of our foreign subsidiaries outside the United States (the "2016 Indefinite Reinvestment Assessment"). As a result of the 2016 Indefinite Reinvestment Assessment, we concluded that it is our intent to indefinitely reinvest our current and future undistributed earnings of our unconverted foreign TRSs outside the United States. Accordingly, we no longer provide incremental foreign withholding taxes on the retained book earnings of these unconverted foreign TRSs. As a REIT, future repatriation of incremental undistributed earnings of our foreign subsidiaries will not be subject to federal or state income tax, with the exception of foreign withholding taxes in limited instances; however, such future repatriations will require distribution in accordance with REIT distribution rules, and any such distribution may then be taxable, as appropriate, at the stockholder level. We continue, however, to provide for incremental foreign withholding taxes on net book over outside basis differences related to the earnings of our foreign QRSs and certain of our converted TRSs.
f.    Concentrations of Credit Risk
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including time deposits) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2016 and June 30, 2017, respectively, related to cash and cash equivalents. At December 31, 2016 and June 30, 2017, we had time deposits with six global banks and seven global banks, respectively. As of December 31, 2016 and June 30, 2017, our cash and cash equivalents was $236,484 and $291,019, respectively, including time deposits of $22,240 and $43,792, respectively.
g.    Fair Value Measurements
Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and June 30, 2017, respectively, are as follows:
 
 
 
 
Fair Value Measurements at
December 31, 2016 Using
Description
 
Total Carrying
Value at
December 31,
2016
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Time Deposits(1)
 
$
22,240

 
$

 
 
 
$
22,240

 
 
 
$

Trading Securities
 
10,659

 
10,181

 
(2)
 
478

 
(1)
 

 
 
 
 
Fair Value Measurements at
June 30, 2017 Using
Description
 
Total Carrying
Value at
June 30,
2017
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Time Deposits(1)
 
$
43,792

 
$

 
 
 
$
43,792

 
 
 
$

Trading Securities
 
11,031

 
10,766

 
(2)
 
265

 
(1)
 

Derivative Assets(3)
 
2,674

 

 
 
 
2,674

 
 
 

_______________________________________________________________________________

(1)
Time deposits and certain trading securities (included in Prepaid expenses and other in our Condensed Consolidated Balance Sheets) 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)
Derivative assets 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.
Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. We did not have any material items that are measured at fair value on a non-recurring basis at December 31, 2016 and June 30, 2017, with the exception of: (i) goodwill (as disclosed in Note 2.b.); (ii) the assets and liabilities acquired through acquisitions (as disclosed in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report and Note 4); (iii) the Access Contingent Consideration (as defined and disclosed in Note 10); (iv) the redemption value of certain redeemable noncontrolling interests (as disclosed in Note 2.x. in Notes to Consolidated Financial Statements included in our Annual Report); and (v) our investment in OSG Records Management (Europe) Limited (as disclosed in Note 10), all of which are based on Level 3 inputs.
The fair value of our long-term debt, which was determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note 5. Long-term debt is measured at cost in our Condensed Consolidated Balance Sheets as of December 31, 2016 and June 30, 2017.
h.    Accumulated Other Comprehensive Items, Net
The changes in accumulated other comprehensive items, net for the three months ended June 30, 2016 and 2017, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2016
$
(152,160
)
 
$

 
$
(152,160
)
Other comprehensive income (loss):


 
 
 


Foreign currency translation adjustments
2,871

 

 
2,871

Total other comprehensive income (loss)
2,871

 

 
2,871

Balance as of June 30, 2016
$
(149,289
)
 
$

 
$
(149,289
)
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2017
$
(161,239
)
 
$

 
$
(161,239
)
Other comprehensive income (loss):


 


 


Foreign currency translation adjustments(1)
7,649

 

 
7,649

Total other comprehensive income (loss)
7,649

 

 
7,649

Balance as of June 30, 2017
$
(153,590
)
 
$

 
$
(153,590
)
The changes in accumulated other comprehensive items, net for the six months ended June 30, 2016 and 2017, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2015
$
(175,651
)
 
$
734

 
$
(174,917
)
Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
26,362

 

 
26,362

Market value adjustments for securities

 
(734
)
 
(734
)
Total other comprehensive income (loss)
26,362

 
(734
)
 
25,628

Balance as of June 30, 2016
$
(149,289
)
 
$

 
$
(149,289
)


 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2016
$
(212,573
)
 
$

 
$
(212,573
)
Other comprehensive income (loss):


 
 
 


Foreign currency translation adjustments(1)
58,983

 

 
58,983

Total other comprehensive income (loss)
58,983

 

 
58,983

Balance as of June 30, 2017
$
(153,590
)
 
$

 
$
(153,590
)
______________________________________________________________
(1)
During the three and six months ended June 30, 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 10).
i.    Other Expense (Income), Net
Other expense (income), net for the three and six months ended June 30, 2016 and 2017 consists of the following:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Foreign currency transaction losses (gains), net
$
17,193

 
$
20,199

 
$
4,651

 
$
16,035

Debt extinguishment expense
9,283

 

 
9,283

 

Other, net
(835
)
 
(39,565
)
 
(230
)
 
(41,765
)
 
$
25,641

 
$
(19,366
)
 
$
13,704

 
$
(25,730
)


Other, net for the three and six months ended June 30, 2017 includes a gain of $38,869 associated with the Russia and Ukraine Divestment (see Note 10).
j.    Property, Plant and Equipment and Long-Lived Assets
During the three and six months ended June 30, 2016, we capitalized $5,135 and $8,538 of costs, respectively, associated with the development of internal use computer software projects. During the three and six months ended June 30, 2017, we capitalized $6,637 and $11,920 of costs, respectively, associated with the development of internal use computer software projects.
Consolidated gain on disposal/write-down of property, plant and equipment (excluding real estate), net for the three and six months ended June 30, 2016 was $626 and $1,077, respectively, and $216 and $675 for the three and six months ended June 30, 2017, respectively. These gains are primarily associated with the retirement of leased vehicles accounted for as capital lease assets within our North American Records and Information Management Business segment.
Gain on sale of real estate, net of tax, for the three and six months ended June 30, 2017 consists of the sale of land and a building in the United States for net proceeds of approximately $12,700, which resulted in a gain of $1,563.
k.    New Accounting Pronouncements
 
Recently Adopted Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 modifies the process by which entities will test goodwill for impairment. Under existing GAAP, when the carrying value of a reporting unit exceeds the reporting unit’s fair value, an entity would then proceed to a “Step 2” goodwill impairment analysis, which requires calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities, as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of the reporting unit’s goodwill. We adopted ASU 2017-04 in the first quarter of 2017 and it did not impact our consolidated financial statements.

As Yet Adopted Accounting Pronouncements

a. ASU 2014-09

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money, and (6) contract costs.

ASU 2014-09 will replace the current revenue recognition criteria under GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for such goods or services. The two permitted transition methods under ASU 2014-09 are: (i) the full retrospective method, whereby ASU 2014-09 would be applied to each prior reporting period presented and the cumulative effect of adoption would be recognized at the earliest period shown, or (ii) the modified retrospective method, whereby the cumulative effect of applying ASU 2014-09 would be recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year, making ASU 2014-09 effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We will adopt ASU 2014-09 as of January 1, 2018 using the modified retrospective method.

During 2015, we established a project team responsible for the assessment and implementation of ASU 2014-09. We utilized a bottoms-up approach to analyze the impact of ASU 2014-09 on our contracts with customers by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of ASU 2014-09 to our contracts with customers. We are currently in the process of designing and implementing appropriate changes to our business processes, systems and controls to support the accounting and the financial disclosure requirements under ASU 2014-09. We have been closely monitoring the FASB activity related to specific interpretative issues pertaining to ASU 2014-09. During the second half of 2016, we substantially completed our evaluation of the potential changes resulting from the adoption of ASU 2014-09 on our accounting and the financial disclosure requirements and are now moving into the more detailed quantification of the impacts of adopting ASU 2014-09, the more significant of which are discussed below. Based on our analysis to date, we expect that the most significant impacts associated with adopting ASU 2014-09 compared to current GAAP will relate to (i) the deferral of certain commissions on our long-term storage contracts (“Accounting for Commissions”) and (ii) certain policy changes related to initial moves of physical storage, which will be subject to new cost guidance (“Accounting for Initial Moves”).

i. Accounting for Commissions

Under current GAAP, commissions that we pay related to our long-term storage contracts are expensed as incurred. Under ASU 2014-09, however, certain commissions will be capitalized and amortized over the period of expected earned revenue. In the year of adoption, this will result in increased intangible contract assets on our Consolidated Balance Sheet, a reduction in selling, general and administrative expenses and a corresponding increase in amortization expense (assuming consistent levels of spending up through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows.

ii. Accounting for Initial Moves

Under current GAAP, intake costs not charged to transport boxes to one of our facilities, which include labor and transportation costs, are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations. Under ASU 2014-09, however, the revenue and costs associated with all initial moves of physical storage, regardless of whether or not the services associated with such initial moves are provided to the customer at no charge, will be deferred and recognized over the period consistent with the transfer of the service to the customer to which the asset relates. In the year of adoption, this will result in decreased intangible assets and increased deferred revenue on our Consolidated Balance Sheet, a reduction in cost of sales and a corresponding increase in amortization expense (assuming consistent levels of spending up through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows.

b. Other As Yet Adopted Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income, while eliminating the available-for-sale classification for equity securities with readily determinable fair values and the cost method for equity investments without readily determinable fair values. ASU 2016-01 also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for us on January 1, 2018. We will adopt ASU 2016-01 on January 1, 2018 and are currently evaluating the impact ASU 2016-01 will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for us on January 1, 2019, with early adoption permitted. We will adopt ASU 2016-02 on January 1, 2019 and are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 provides guidance on the classification of restricted cash in the statement of cash flows. ASU 2016-18 is effective for us on January 1, 2018, with early adoption permitted and is required to be adopted on a retrospective basis. We do not believe that the adoption of ASU 2016-18 will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides greater clarity on the definition of a business to assist entities in evaluating whether transactions should be accounted for as an acquisition or disposal of assets or businesses. ASU 2017-01 is effective for us on January 1, 2018, with early adoption permitted. We are currently evaluating the impact ASU 2017-01 will have on our consolidated financial statements.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities Disclosure [Text Block]
Historically, we have entered into forward contracts to hedge our exposures associated with certain foreign currencies. At the maturity of the forward contracts, we may enter into new forward contracts to hedge movements in the underlying currencies. At the time of settlement, we either pay or receive the net settlement amount from the forward contract and recognize this amount in other expense (income), net in the Consolidated Statements of Operations as a realized foreign exchange gain or loss. At the end of each month, we mark the outstanding forward contracts to market and record an unrealized foreign exchange gain or loss for the mark-to-market valuation. We have not designated any of the forward contracts we have entered into as hedges. Our policy is to record the fair value of each derivative instrument on a gross basis. As of December 31, 2016, we had no forward contracts outstanding. As of June 30, 2017, we had outstanding forward contracts to purchase 135,000 Euros and 61,000 Canadian dollars and sell $199,260 United States dollars to hedge our foreign exchange exposures associated with the Euro and Canadian dollar. As of June 30, 2017, we recorded a derivative asset of $2,674 as a component of Prepaid expenses and other on our Condensed Consolidated Balance Sheet, associated with open forward contracts as of June 30, 2017. During the three and six months ended June 30, 2016, there were no cash receipts or payments included in cash from operating activities from continuing operations related to settlements associated with foreign currency forward contracts. During both the three and six months ended June 30, 2017, cash receipts included in cash from operating activities from continuing operations related to settlements associated with foreign currency forward contracts was $893.
We have designated a portion of our (i) Euro denominated borrowings by IMI under our Revolving Credit Facility and (ii) Euro Notes (as defined in Note 5) as a hedge of net investment of certain of our Euro denominated subsidiaries. For the six months ended June 30, 2016, we designated, on average, 30,102 Euros of our Euro denominated borrowings by IMI under our Revolving Credit Facility as a hedge of net investment of certain of our Euro denominated subsidiaries. For the six months ended June 30, 2017, we designated, on average, 73,175 Euros of our Euro denominated borrowings by IMI under our Revolving Credit Facility and Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded the following foreign exchange gains (losses), net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
Foreign exchange gains (losses)
 
$
754

 
$
(7,076
)
 
$
(588
)
 
$
(8,148
)
Less: Tax expense (benefit) on foreign exchange gains (losses)
 

 

 

 

Foreign exchange gains (losses), net of tax
 
$
754

 
$
(7,076
)
 
$
(588
)
 
$
(8,148
)

As of June 30, 2017, cumulative net gains of $10,055, net of tax, are recorded in accumulated other comprehensive items, net associated with this net investment hedge.
Acquisitions
Acquisitions
We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired are recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates. Cash consideration for our various acquisitions in 2017 was primarily provided through cash flows from operating activities and borrowings, as well as cash and cash equivalents on-hand.
a. Acquisition of Recall in 2016

On May 2, 2016 (Sydney, Australia time), we completed the Recall Transaction. At the closing of the Recall Transaction, we paid approximately $331,800 in cash and issued 50,233,412 shares of our common stock which, based on the closing price of our common stock as of April 29, 2016 (the last day of trading on the New York Stock Exchange prior to the closing of the Recall Transaction) of $36.53 per share, resulted in a total purchase price to Recall shareholders of approximately $2,166,900.

In connection with the acquisition of Recall, we sought regulatory approval of the Recall Transaction from the United States Department of Justice (the “DOJ”), the Australian Competition and Consumer Commission (the “ACCC”), the Canada Competition Bureau (the “CCB”) and the United Kingdom Competition and Markets Authority (the “CMA”).

As part of the regulatory approval process, we agreed to make certain divestments in order to address competition concerns raised by the DOJ, the ACCC, the CCB and the CMA in respect of the Recall Transaction (the “Divestments”). The Divestments, all of which were completed during the year ended December 31, 2016, are defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report and are described in greater detail within that note, as well as within Note 10 in this Quarterly Report, were as follows:
i.
United States
The Initial United States Divestments
The Seattle/Atlanta Divestments

ii.
Australia
The Australia Divestment Business

iii.
Canada
The Recall Canadian Divestments
The Iron Mountain Canadian Divestments

iv.
United Kingdom
The UK Divestments

The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of us and Recall on a pro forma basis as if the Recall Transaction had occurred on January 1, 2015. The Pro Forma Financial Information is presented for informational purposes and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2015. The Pro Forma Financial Information, for all periods presented, includes adjustments to convert Recall's historical results from International Financial Reporting Standards to GAAP, our current estimates of purchase accounting adjustments (including amortization expenses from acquired intangible assets, depreciation of acquired property, plant and equipment and amortization of favorable and unfavorable operating leases), stock-based compensation and related tax effects. Through June 30, 2017, we and Recall have collectively incurred $140,661 of operating expenditures to complete the Recall Transaction (including advisory and professional fees and costs to complete the Divestments and to provide transitional services required to support the divested businesses during a transition period). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2015. The costs we have incurred to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs are reflected in the Pro Forma Financial Information in the period in which they were incurred.
The Pro Forma Financial Information, for all periods presented, excludes from income (loss) from continuing operations the results of operations of the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments, as these businesses are presented as discontinued operations. See Note 10 for information regarding our conclusion with respect to the presentation of these divestments as discontinued operations. The results of the Australia Divestment Business and the Iron Mountain Canadian Divestments are included within the results from continuing operations in the Pro Forma Financial Information through the closing date of the Australia Sale (as defined in Note 10), in the case of the Australia Divestment Business, and through the closing date of the ARKIVE Sale (as defined in Note 10), in the case of the Iron Mountain Canadian Divestments, as these businesses do not qualify for discontinued operations. See Note 10 for information regarding our conclusion that these divestments do not meet the criteria to be reported as discontinued operations. The Australia Divestment Business and the Iron Mountain Canadian Divestments, collectively, represent $13,351 and $26,727 of total revenues for the three and six months ended June 30, 2016, respectively, and $686 and $1,492 of total income from continuing operations for the three and six months ended June 30, 2016, respectively.
 
Three Months Ended
June 30, 2016
 
Six Months Ended
 June 30, 2016
Total Revenues
$
948,962

 
$
1,886,914

Income from Continuing Operations
$
20,776

 
$
78,833

Per Share Income from Continuing Operations - Basic
$
0.08

 
$
0.30

Per Share Income from Continuing Operations - Diluted
$
0.08

 
$
0.30


In addition to our acquisition of Recall, we completed certain other acquisitions during 2016 and 2017. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.

b. Other Noteworthy Acquisitions

In November 2016, we entered into a binding agreement to acquire the information management assets and operations of Santa Fe Group A/S ("Santa Fe") in ten regions within Europe and Asia in order to expand our presence in southeast Asia and western Europe. In December 2016, we acquired the information management assets and operations of Santa Fe in Hong Kong, Malaysia, Singapore, Spain and Taiwan (the “2016 Santa Fe Transaction”) for approximately 15,200 Euros (approximately $16,000, based upon the exchange rate between the United States dollar and the Euro as of December 30, 2016, the closing date of the 2016 Santa Fe Transaction). Of the total purchase price, 13,500 Euros (or approximately $14,200, based upon the exchange rate between the United States dollar and the Euro on the closing date of the 2016 Santa Fe Transaction) was paid during the year ended December 31, 2016, and the remaining balance is due on the 18-month anniversary of the closing of the 2016 Santa Fe Transaction. During the first half of 2017, we acquired, in two separate transactions, (i) the information management assets and operations of Santa Fe in Macau and South Korea, and (ii) the information management assets and operations of Santa Fe in India, Indonesia and the Philippines (collectively, the “2017 Santa Fe Transaction”) for an aggregate purchase price of approximately 11,700 Euros (or approximately $13,000, based upon the exchange rate between the United States dollar and the Euro on the closing dates of the respective transactions).

In June 2017, in order to expand our presence in Peru, we acquired the information management assets and operations of Ransa Comercial, S.A. and Depositos, S.A. (the "Ransa and Depositos Transaction"), two records and information management companies with operations in Peru, in a stock transaction for approximately $14,700.

In addition to the 2017 Santa Fe Transaction and the Ransa and Depositos Transaction noted above, during 2017, in order to enhance our existing operations in the United States and Greece and to expand our operations into the United Arab Emirates, we completed the acquisition of three storage and records management companies and one art storage company for total consideration of approximately $13,700. The individual purchase prices of these acquisitions ranged from approximately $2,000 to approximately $4,400.
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2017 acquisitions through June 30, 2017 is as follows:

Cash Paid (gross of cash acquired)(1)
 
$
39,740

Fair Value of Noncontrolling Interests
 
1,339

Total Consideration
 
41,079

Fair Value of Identifiable Assets Acquired:
 
 
Cash
 
1,654

Accounts Receivable and Prepaid Expenses
 
2,664

Other Assets
 
1,101

Property, Plant and Equipment(2)
 
12,110

Customer Relationship Intangible Assets(3)
 
20,291

Accounts Payable, Accrued Expenses and Other Liabilities
 
(9,831
)
Deferred Income Taxes
 
(2,738
)
Total Fair Value of Identifiable Net Assets Acquired
 
25,251

Goodwill Initially Recorded(4)
 
$
15,828

_______________________________________________________________________________

(1)
Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2017 is net cash acquired of $1,654 and contingent and other payments, net of $137 related to acquisitions made in previous years.

(2)
Consists primarily of building, building improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report.

(3)
The weighted average lives of customer relationship intangible assets associated with acquisitions in 2017 was 16 years.

(4) The goodwill associated with acquisitions 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.

Allocations of the purchase price for acquisitions made in 2016 and 2017 were based on estimates of the fair value of the net assets acquired and are subject to adjustment upon the finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates. The preliminary purchase price allocations that are not finalized as of June 30, 2017 primarily relate to the final assessment of the fair values of intangible assets (primarily customer relationship intangible assets), property, plant and equipment (primarily building and racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes), primarily associated with the 2017 Santa Fe Transaction, the Ransa and Depositos Transaction, as well as other acquisitions which closed in 2017.

As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the three and six months ended June 30, 2017 were not material to our results from operations.
Debt
Debt
Long-term debt is as follows:
 
 
December 31, 2016
 
 
June 30, 2017
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
Revolving Credit Facility
 
$
953,548

 
$
(7,530
)
 
$
946,018

 
$
953,548

 
 
$
713,445



$
(6,072
)

$
707,373

 
$
713,445

Term Loan
 
234,375

 

 
234,375

 
234,375

 
 
225,000





225,000

 
225,000

Australian Dollar Term Loan (the "AUD Term Loan")
 
177,198

 
(3,774
)
 
173,424

 
178,923

 
 
186,871



(3,680
)

183,191

 
188,552

6% Senior Notes due 2020 (the "6% Notes due 2020")(1)(2)
 
1,000,000

 
(12,730
)
 
987,270

 
1,052,500

 
 
1,000,000



(11,032
)

988,968

 
1,037,500

43/8% Senior Notes due 2021 (the "43/8% Notes")(1)(2)
 
500,000

 
(7,593
)
 
492,407

 
511,250

 
 
500,000



(6,734
)

493,266

 
518,150

61/8% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3)
 
148,792

 
(1,635
)
 
147,157

 
155,860

 
 
154,052



(1,511
)

152,541

 
159,251

61/8% GBP Senior Notes due 2022 (the "GBP Notes")(2)
 
493,648

 
(6,214
)
 
487,434

 
527,562

 
 
520,108



(5,974
)

514,134

 
548,090

6% Senior Notes due 2023 (the "6% Notes due 2023")(1)
 
600,000

 
(7,322
)
 
592,678

 
637,500

 
 
600,000



(6,773
)

593,227

 
636,000

53/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3)
 
185,990

 
(3,498
)
 
182,492

 
188,780

 
 
192,565



(3,296
)

189,269

 
202,675

53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(1)
 
1,000,000

 
(10,529
)
 
989,471

 
1,027,500

 
 
1,000,000



(9,842
)

990,158

 
1,023,700

3% Euro Senior Notes due 2025 (the "Euro Notes")(1)(2)(4)
 

 

 

 

 
 
342,699



(4,625
)

338,074

 
345,338

53/8% Senior Notes due 2026 (the "53/8% Notes")(2)
 
250,000

 
(4,044
)
 
245,956

 
242,500

 
 
250,000



(3,830
)

246,170

 
263,150

Real Estate Mortgages, Capital Leases and Other
 
478,565

 
(1,277
)
 
477,288

 
478,565

 
 
533,433



(973
)

532,460

 
533,433

Accounts Receivable Securitization Program(5)
 
247,000

 
(384
)
 
246,616

 
247,000

 
 
250,000



(231
)

249,769

 
250,000

Mortgage Securitization Program
 
50,000

 
(1,405
)
 
48,595

 
50,000

 
 
50,000



(1,346
)

48,654

 
50,000

Total Long-term Debt
 
6,319,116

 
(67,935
)
 
6,251,181

 
 

 
 
6,518,173


(65,919
)
 
6,452,254

 
 
Less Current Portion
 
(172,975
)
 

 
(172,975
)
 
 

 
 
(423,500
)

231


(423,269
)
 
 

Long-term Debt, Net of Current Portion
 
$
6,146,141

 
$
(67,935
)
 
$
6,078,206

 
 

 
 
$
6,094,673



$
(65,688
)
 
$
6,028,985

 
 

______________________________________________________________
(1)
Collectively, the "Parent Notes".
(2)
Collectively, the "Unregistered Notes".
(3)
Collectively, the "CAD Notes".
(4)
The fair value (Level 1 of fair value hierarchy described in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report) of the Euro Notes is based upon quoted market prices for the Euro Notes on June 30, 2017.
(5)
Because the Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations under the program become due, this debt is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of June 30, 2017.
See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of June 30, 2017 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2016 (which are disclosed in our Annual Report). Additionally, see Note 6 for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments.
a. Credit Agreement
On July 2, 2015, we entered into a new credit agreement (the "Credit Agreement") to refinance our then existing credit agreement. The Credit Agreement terminates on July 6, 2019, at which point all obligations become due, but may be extended by one year at our option, subject to the conditions set forth in the Credit Agreement. Borrowings under the Credit Agreement may be prepaid without penalty or premium, in whole or in part, at any time. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan"). The maximum amount permitted to be borrowed under the Revolving Credit Facility is $1,750,000. The original amount of the Term Loan was $250,000. We have the option to request additional commitments of up to $250,000, in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement.
The Revolving Credit Facility is supported by a group of 25 banks and enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,750,000. The Term Loan is to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on July 3, 2019.
The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of June 30, 2017, we had $713,445 and $225,000 of outstanding borrowings under the Revolving Credit Facility and the Term Loan, respectively. Of the $713,445 of outstanding borrowings under the Revolving Credit Facility, $552,000 was denominated in United States dollars and 141,330 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $53,623. The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2017, which is based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $982,932 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.2% as of June 30, 2017. The average interest rate in effect under the Revolving Credit Facility was 3.2% and ranged from 2.3% to 5.5% as of June 30, 2017 and the interest rate in effect under the Term Loan as of June 30, 2017 was 3.5%.
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 borrowings under the Credit Agreement, 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 Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2016 and June 30, 2017, respectively, and our leverage ratio under our indentures as of December 31, 2016 and June 30, 2017, respectively, are as follows:
 
December 31, 2016
 
June 30, 2017
 
Maximum/Minimum Allowable
Net total lease adjusted leverage ratio
5.7

 
5.8

 
Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio
2.7

 
2.5

 
Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)
5.2

 
5.6

 
Maximum allowable of 6.5
Fixed charge coverage ratio
2.4

 
2.2

 
Minimum allowable of 1.5

As noted in the table above, our maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5. The Credit Agreement also contains a provision which limits, in certain circumstances, our dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This limitation only applies when our net total lease adjusted leverage ratio exceeds 6.0 as measured as of the end of the most recently completed fiscal quarter.
Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
b. Australian Dollar Term Loan
On September 28, 2016, Iron Mountain Australia Group Pty. Ltd., a wholly owned subsidiary of IMI, entered into a 250,000 Australian dollar Syndicated Term Loan B Facility (the "AUD Term Loan"), which matures in September 2022. The AUD Term Loan was issued at 99% of par. The net proceeds of approximately 243,750 Australian dollars (or approximately $185,800, based upon the exchange rate between the Australian dollar and the United States dollar on September 28, 2016 (the settlement date for the AUD Term Loan)), after paying commissions to the joint lead arrangers and net of the original discount, were used to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.
Principal payments on the AUD Term Loan are to be paid in quarterly installments in an amount equivalent to an aggregate of 6,250 Australian dollars per year, with the remaining balance due on September 28, 2022. The AUD Term Loan is secured by substantially all assets of Iron Mountain Australia Group Pty. Ltd. IMI and the Guarantors guarantee all obligations under the AUD Term Loan. The interest rate on the AUD Term Loan is based upon BBSY (an Australian benchmark variable interest rate) plus 4.3%. As of June 30, 2017, we had 245,313 Australian dollars ($188,552 based upon the exchange rate between the United States dollar and the Australian dollar as of June 30, 2017) outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 6.0%. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,725 and $1,681 as of December 31, 2016 and June 30, 2017, respectively.
c. Issuance of 3% Euro Senior Notes due 2025
In May 2017, IMI completed a private offering of 300,000 Euro in aggregate principal of the Euro Notes, which were issued at par. The net proceeds to IMI from the Euro Notes of 296,250 Euro (or $332,683, based upon the exchange rate between the Euro and the United States dollar on May 16, 2017 (the settlement date for the Euro Notes)), after deducting discounts to the initial purchasers and offering expenses, were used to repay outstanding borrowings under the Revolving Credit Facility.

IMI is the direct obligor on the Euro Notes, which are fully and unconditionally guaranteed, on a senior basis, by its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of its United States operations (the “Guarantors”). These guarantees are full and unconditional, as well as joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC (“IME”), the Accounts Receivable Securitization Special Purpose Subsidiaries (as defined below), the Mortgage Securitization Special Purpose Subsidiary (as defined below) and the remainder of our subsidiaries do not guarantee the Euro Notes. See Note 6.

d. Accounts Receivable Securitization Program

In March 2015, we entered into a $250,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the "Accounts Receivable Securitization Special Purpose Subsidiaries"). The Accounts Receivable Securitization Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statements of Cash Flows. Iron Mountain Information Management, LLC ("IMIM") retains the responsibility of servicing the accounts receivable balances pledged as collateral for the Accounts Receivable Securitization Program and IMI provides a performance guaranty. The Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations become due. The maximum availability allowed is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of June 30, 2017, the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $250,000. The interest rate in effect under the Accounts Receivable Securitization Program was 2.1% as of June 30, 2017.
e. Mortgage Securitization Program
In October 2016, we entered into a $50,000 mortgage securitization program (the "Mortgage Securitization Program") involving certain of our wholly owned subsidiaries with Goldman Sachs Mortgage Company (“Goldman Sachs”). Under the Mortgage Securitization Program, IMIM contributed certain real estate assets to its wholly owned special purpose entity, Iron Mountain Mortgage Finance I, LLC (the "Mortgage Securitization Special Purpose Subsidiary"). The Mortgage Securitization Special Purpose Subsidiary then used the real estate to secure a collateralized loan obtained from Goldman Sachs. The Mortgage Securitization Special Purpose Subsidiary is a consolidated subsidiary of IMI. The Mortgage Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) real estate assets pledged as collateral remain as assets and borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statement of Operations reflects the associated charges for depreciation expense related to the pledged real estate and interest expense associated with the collateralized borrowings and (iii) borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statement of Cash Flows. The Mortgage Securitization Program is scheduled to terminate on November 6, 2026, at which point all obligations become due. As of June 30, 2017, the outstanding amount under the Mortgage Securitization Program was $50,000. The interest rate in effect under the Mortgage Securitization Program was 3.5% as of June 30, 2017.
f. Cash Pooling
Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated fully-owned subsidiary of ING Group, in order to help manage global liquidity requirements. Under the Cash Pools, cash deposited by participating subsidiaries with BMG is pledged as security against the debit balances of other participating subsidiaries, and legal rights of offset are provided and, therefore, amounts are presented in our Condensed Consolidated Balance Sheets on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on its debit balances based on an applicable rate as defined in the Cash Pools. At December 31, 2016, we had a net cash position of approximately $1,700 (which consisted of a gross cash position of approximately $69,500 less outstanding debit balances of approximately $67,800 by participating subsidiaries).

During the first quarter of 2017, we significantly expanded our utilization of the Cash Pools and reduced our utilization of our financing centers in Europe for purposes of meeting our global liquidity requirements. We currently utilize two separate cash pools with BMG, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool"). During the second quarter of 2017, we executed overdraft facility agreements for the QRS Cash Pool and TRS Cash Pool, each in an amount not to exceed $10,000. Each overdraft facility permits us to cover a temporary net debit position in the applicable pool. As of June 30, 2017, we had a net cash position of approximately $4,600 in the QRS Cash Pool (which consisted of a gross cash position of approximately $419,300 less outstanding debit balances of approximately $414,700 by participating subsidiaries) and we had a net cash position of approximately $4,200 in the TRS Cash Pool (which consisted of a gross cash position of approximately $209,300 less outstanding debit balances of approximately $205,100 by participating subsidiaries). The net cash position balances as of December 31, 2016 and June 30, 2017, respectively, are reflected as cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors
The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2016 and June 30, 2017 and for the three and six months ended June 30, 2016 and 2017 and are prepared on the same basis as the consolidated financial statements.
The Parent Notes, CAD Notes, GBP Notes and the 53/8% Notes are guaranteed by the Guarantors. The guarantees are full and unconditional, as well as joint and several.
Additionally, IMI guarantees the CAD Notes, which were issued by Canada Company, the GBP Notes, which were issued by IME, and the 53/8% Notes, which were issued by Iron Mountain US Holdings, Inc., which is one of the Guarantors. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes and the 53/8% Notes, including IME, the Accounts Receivable Securitization Special Purpose Subsidiaries and the Mortgage Securitization Special Purpose Subsidiary, but excluding Canada Company, are referred to below as the "Non-Guarantors".
In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Condensed Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change.
In July 2016, certain Non-Guarantor subsidiaries which were originally established at the time of our acquisition of Crozier Fine Arts in December 2015 (the “Crozier Entities”), were merged into IMIM, a Guarantor and a substantive operating entity (the “Crozier Merger”). As a result of the Crozier Merger, we have recast the accompanying Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2016 to conform to the current period presentation of the Crozier Entities.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
December 31, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
2,405

 
$
23,380

 
$
17,110

 
$
193,589

 
$

 
$
236,484

Accounts receivable

 
53,364

 
37,781

 
600,104

 

 
691,249

Intercompany receivable

 
653,008

 
21,114

 

 
(674,122
)
 

Prepaid expenses and other

 
70,660

 
4,967

 
108,776

 
(29
)
 
184,374

Total Current Assets
2,405

 
800,412

 
80,972

 
902,469

 
(674,151
)
 
1,112,107

Property, Plant and Equipment, Net
483

 
1,804,991

 
159,391

 
1,118,461

 

 
3,083,326

Other Assets, Net:
 

 
 

 
 

 
 

 
 

 
 

Long-term notes receivable from affiliates and intercompany receivable
4,014,330

 
1,000

 

 

 
(4,015,330
)
 

Investment in subsidiaries
1,659,518

 
699,411

 
35,504

 
77,449

 
(2,471,882
)
 

Goodwill

 
2,602,784

 
217,422

 
1,084,815

 

 
3,905,021

Other

 
765,698

 
49,570

 
571,078

 

 
1,386,346

Total Other Assets, Net
5,673,848

 
4,068,893

 
302,496

 
1,733,342

 
(6,487,212
)
 
5,291,367

Total Assets
$
5,676,736

 
$
6,674,296

 
$
542,859

 
$
3,754,272

 
$
(7,161,363
)
 
$
9,486,800

Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Intercompany Payable
$
558,492

 
$

 
$

 
$
115,630

 
$
(674,122
)
 
$

Current Portion of Long-Term Debt

 
51,456

 

 
121,548

 
(29
)
 
172,975

Total Other Current Liabilities
58,478

 
488,194

 
40,442

 
286,468

 

 
873,582

Long-Term Debt, Net of Current Portion
3,093,388

 
1,055,642

 
335,410

 
1,593,766

 

 
6,078,206

Long-Term Notes Payable to Affiliates and Intercompany Payable
1,000

 
4,014,330

 

 

 
(4,015,330
)
 

Other Long-term Liabilities

 
127,715

 
54,054

 
188,900

 

 
370,669

Commitments and Contingencies (See Note 8)
 

 
 

 
 

 
 

 
 

 
 

Redeemable Noncontrolling Interests
28,831

 

 

 
25,866

 

 
54,697

Total Iron Mountain Incorporated Stockholders' Equity           
1,936,547

 
936,959

 
112,953

 
1,421,970

 
(2,471,882
)
 
1,936,547

Noncontrolling Interests

 

 

 
124

 

 
124

Total Equity
1,936,547

 
936,959

 
112,953

 
1,422,094

 
(2,471,882
)
 
1,936,671

Total Liabilities and Equity
$
5,676,736

 
$
6,674,296

 
$
542,859

 
$
3,754,272

 
$
(7,161,363
)
 
$
9,486,800

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
 
June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents(1)
$
1,420

 
$
39,397

 
$

 
$
411,752

 
$
(161,550
)
 
$
291,019

Accounts receivable

 
39,560

 
37,700

 
653,106

 

 
730,366

Intercompany receivable

 
785,821

 
66,204

 

 
(852,025
)
 

Prepaid expenses and other
2,674

 
73,310

 
4,131

 
104,405

 
(29
)
 
184,491

Total Current Assets
4,094

 
938,088

 
108,035

 
1,169,263

 
(1,013,604
)
 
1,205,876

Property, Plant and Equipment, Net
394

 
1,840,391

 
159,491

 
1,175,163

 

 
3,175,439

Other Assets, Net:
 

 
 

 
 

 
 

 
 

 
 

Long-term notes receivable from affiliates and intercompany receivable
4,254,773

 
1,000

 

 

 
(4,255,773
)
 

Investment in subsidiaries
1,835,987

 
865,153

 
37,280

 
103,169

 
(2,841,589
)
 

Goodwill

 
2,553,706

 
223,838

 
1,211,218

 

 
3,988,762

Other

 
763,545

 
50,087

 
630,984

 

 
1,444,616

Total Other Assets, Net
6,090,760

 
4,183,404

 
311,205

 
1,945,371

 
(7,097,362
)
 
5,433,378

Total Assets
$
6,095,248

 
$
6,961,883

 
$
578,731

 
$
4,289,797

 
$
(8,110,966
)
 
$
9,814,693

Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Intercompany Payable
$
625,427

 
$

 
$

 
$
226,598

 
$
(852,025
)
 
$

Debit Balances Under Cash Pools

 
136,379

 

 
25,171

 
(161,550
)
 

Current Portion of Long-Term Debt

 
46,682

 

 
376,616

 
(29
)
 
423,269

Total Other Current Liabilities
203,948

 
465,110

 
46,835

 
335,444

 

 
1,051,337

Long-Term Debt, Net of Current Portion
3,403,693

 
811,881

 
347,793

 
1,465,618

 

 
6,028,985

Long-Term Notes Payable to Affiliates and Intercompany Payable
1,000

 
4,254,773

 

 

 
(4,255,773
)
 

Other Long-term Liabilities

 
144,356

 
43,654

 
197,711

 

 
385,721

Commitments and Contingencies (See Note 8)
 

 
 

 
 

 
 

 
 

 
 

Redeemable Noncontrolling Interests
5,392

 

 

 
62,692

 

 
68,084

Total Iron Mountain Incorporated Stockholders' Equity           
1,855,788

 
1,102,702

 
140,449

 
1,598,438

 
(2,841,589
)
 
1,855,788

Noncontrolling Interests

 

 

 
1,509

 

 
1,509

Total Equity
1,855,788

 
1,102,702

 
140,449

 
1,599,947

 
(2,841,589
)
 
1,857,297

Total Liabilities and Equity
$
6,095,248

 
$
6,961,883

 
$
578,731

 
$
4,289,797

 
$
(8,110,966
)
 
$
9,814,693


______________________________________________________________
(1)
Included within Cash and Cash Equivalents at June 30, 2017 is approximately $29,400 and $140,900 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
334,413

 
$
32,331

 
$
171,938

 
$

 
$
538,682

Service

 
202,866

 
16,907

 
125,293

 

 
345,066

Intercompany revenues

 
1,013

 

 
19,903

 
(20,916
)
 

Total Revenues

 
538,292

 
49,238

 
317,134

 
(20,916
)
 
883,748

Operating Expenses:
 

 
 

 
 

 
 

 
 

 


Cost of sales (excluding depreciation and amortization)

 
222,262

 
6,929

 
166,458

 

 
395,649

Selling, general and administrative
521

 
192,971

 
4,595

 
78,990

 

 
277,077

Intercompany cost of sales

 
3,809

 
16,094

 
1,013

 
(20,916
)
 

Depreciation and amortization
44

 
68,539

 
3,962

 
42,477

 

 
115,022

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(842
)
 

 
216

 

 
(626
)
Total Operating Expenses
565

 
486,739

 
31,580

 
289,154

 
(20,916
)
 
787,122

Operating (Loss) Income
(565
)
 
51,553

 
17,658

 
27,980

 

 
96,626

Interest Expense (Income), Net
28,069

 
(6,071
)
 
11,348

 
41,520

 

 
74,866

Other Expense (Income), Net
50,845

 
716

 
64

 
(25,984
)
 

 
25,641

(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
(79,479
)
 
56,908

 
6,246

 
12,444

 

 
(3,881
)
Provision (Benefit) for Income Taxes

 
7,931

 
2,174

 
734

 

 
10,839

Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(65,511
)
 
(31,494
)
 
(1,315
)
 
(4,707
)
 
103,027

 

(Loss) Income from Continuing Operations
(13,968
)
 
80,471

 
5,387

 
16,417

 
(103,027
)
 
(14,720
)
Income (Loss) from Discontinued Operations

 
890

 
635

 
62

 

 
1,587

Net (Loss) Income
(13,968
)
 
81,361

 
6,022

 
16,479

 
(103,027
)
 
(13,133
)
Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
835

 

 
835

Net (Loss) Income Attributable to Iron Mountain Incorporated
$
(13,968
)
 
$
81,361

 
$
6,022

 
$
15,644

 
$
(103,027
)
 
$
(13,968
)
Net (Loss) Income
$
(13,968
)
 
$
81,361

 
$
6,022

 
$
16,479

 
$
(103,027
)
 
$
(13,133
)
Other Comprehensive (Loss) Income:
 
 
 
 
 
 
 
 
 
 
 
Foreign Currency Translation Adjustments
754

 

 
(4,894
)
 
6,929

 

 
2,789

Equity in Other Comprehensive Income (Loss) of Subsidiaries
2,117

 
(2,569
)
 
(48
)
 
(4,894
)
 
5,394

 

Total Other Comprehensive Income (Loss)
2,871

 
(2,569
)
 
(4,942
)
 
2,035

 
5,394

 
2,789

Comprehensive (Loss) Income
(11,097
)
 
78,792

 
1,080

 
18,514

 
(97,633
)
 
(10,344
)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
753

 

 
753

Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated
$
(11,097
)
 
$
78,792

 
$
1,080

 
$
17,761

 
$
(97,633
)
 
$
(11,097
)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Three Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
360,546

 
$
31,912

 
$
197,781

 
$

 
$
590,239

Service

 
213,665

 
15,675

 
130,227

 

 
359,567

Intercompany revenues

 
1,141

 

 
21,649

 
(22,790
)
 

Total Revenues

 
575,352

 
47,587

 
349,657

 
(22,790
)
 
949,806

Operating Expenses:
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (excluding depreciation and amortization)

 
230,102

 
6,789

 
177,393

 

 
414,284

Selling, general and administrative
273

 
159,577

 
3,796

 
73,799

 

 
237,445

Intercompany cost of sales

 
6,590

 
15,059

 
1,141

 
(22,790
)
 

Depreciation and amortization
43

 
75,129

 
4,309

 
48,618

 

 
128,099

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(246
)
 
4

 
26

 

 
(216
)
Total Operating Expenses
316

 
471,152

 
29,957

 
300,977

 
(22,790
)
 
779,612

Operating (Loss) Income
(316
)
 
104,200

 
17,630

 
48,680

 

 
170,194

Interest Expense (Income), Net
40,377

 
15,637

 
(6,035
)
 
39,987

 

 
89,966

Other Expense (Income), Net
339

 
543

 
(127
)
 
(20,121
)
 

 
(19,366
)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
(41,032
)

88,020


23,792


28,814




99,594

Provision (Benefit) for Income Taxes

 
436

 
10,010

 
7,563

 

 
18,009

Gain on Sale of Real Estate, Net of Tax

 

 

 
(1,563
)
 

 
(1,563
)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(119,662
)
 
(29,962
)
 
(363
)
 
(13,782
)
 
163,769

 

Income (Loss) from Continuing Operations
78,630

 
117,546

 
14,145

 
36,596

 
(163,769
)
 
83,148

Income (Loss) from Discontinued Operations, Net of Tax

 
(1,155
)
 

 
(871
)
 

 
(2,026
)
Net Income (Loss)
78,630

 
116,391

 
14,145

 
35,725

 
(163,769
)
 
81,122

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,492

 

 
2,492

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
78,630

 
$
116,391

 
$
14,145

 
$
33,233

 
$
(163,769
)
 
$
78,630

Net Income (Loss)
$
78,630

 
$
116,391

 
$
14,145

 
$
35,725

 
$
(163,769
)
 
$
81,122

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(7,076
)
 

 
2,704

 
11,910

 

 
7,538

Equity in Other Comprehensive Income (Loss) of Subsidiaries
14,725

 
11,213

 
970

 
2,704

 
(29,612
)
 

Total Other Comprehensive Income (Loss)
7,649

 
11,213

 
3,674

 
14,614

 
(29,612
)
 
7,538

Comprehensive Income (Loss)
86,279

 
127,604

 
17,819

 
50,339

 
(193,381
)
 
88,660

Comprehensive (Loss) Income Attributable to Noncontrolling Interests

 

 

 
2,381

 

 
2,381

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
86,279

 
$
127,604

 
$
17,819

 
$
47,958

 
$
(193,381
)
 
$
86,279


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Six Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
648,032

 
$
59,936

 
$
291,925

 
$

 
$
999,893

Service

 
391,774

 
31,549

 
211,222

 

 
634,545

Intercompany revenues

 
2,026

 

 
37,248

 
(39,274
)
 

Total Revenues

 
1,041,832

 
91,485

 
540,395

 
(39,274
)
 
1,634,438

Operating Expenses:
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (excluding depreciation and amortization)

 
430,416

 
13,719

 
277,619

 

 
721,754

Selling, general and administrative
593

 
342,990

 
7,968

 
133,292

 

 
484,843

Intercompany cost of sales

 
7,163

 
30,085

 
2,026

 
(39,274
)
 

Depreciation and amortization
89

 
125,465

 
7,041

 
69,631

 

 
202,226

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(1,412
)
 
6

 
329

 

 
(1,077
)
Total Operating Expenses
682

 
904,622

 
58,819

 
482,897

 
(39,274
)
 
1,407,746

Operating (Loss) Income
(682
)
 
137,210

 
32,666

 
57,498

 

 
226,692

Interest Expense (Income), Net
68,053

 
(14,580
)
 
21,382

 
67,073

 

 
141,928

Other Expense (Income), Net
51,731

 
4,172

 
44

 
(42,243
)
 

 
13,704

(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
(120,466
)
 
147,618

 
11,240

 
32,668

 

 
71,060

Provision (Benefit) for Income Taxes

 
17,001

 
4,040

 
1,698

 

 
22,739

Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(169,272
)
 
(53,868
)
 
(2,686
)
 
(7,835
)
 
233,661

 

Income (Loss) from Continuing Operations
48,806

 
184,485

 
9,886

 
38,805

 
(233,661
)
 
48,321

Income (Loss) from Discontinued Operations

 
890

 
635

 
62

 

 
1,587

Net Income (Loss)
48,806

 
185,375

 
10,521

 
38,867

 
(233,661
)
 
49,908

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
1,102

 

 
1,102

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
48,806

 
$
185,375

 
$
10,521

 
$
37,765

 
$
(233,661
)
 
$
48,806

Net Income (Loss)
$
48,806

 
$
185,375

 
$
10,521

 
$
38,867

 
$
(233,661
)
 
$
49,908

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(588
)
 

 
(3,105
)
 
30,460

 

 
26,767

Market Value Adjustments for Securities

 
(734
)
 

 

 

 
(734
)
Equity in Other Comprehensive Income (Loss) of Subsidiaries
26,216

 
21,530

 
613

 
(3,105
)
 
(45,254
)
 

Total Other Comprehensive Income (Loss)
25,628

 
20,796

 
(2,492
)
 
27,355

 
(45,254
)
 
26,033

Comprehensive Income (Loss)
74,434

 
206,171

 
8,029

 
66,222

 
(278,915
)
 
75,941

Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
1,507

 

 
1,507

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
74,434

 
$
206,171

 
$
8,029

 
$
64,715

 
$
(278,915
)
 
$
74,434


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
709,897

 
$
63,918

 
$
388,703

 
$

 
$
1,162,518

Service

 
431,874

 
31,725

 
262,565

 

 
726,164

Intercompany revenues

 
2,238

 

 
43,991

 
(46,229
)
 

Total Revenues

 
1,144,009

 
95,643

 
695,259

 
(46,229
)
 
1,888,682

Operating Expenses:
 

 
 

 
 

 
 

 
 

 


Cost of sales (excluding depreciation and amortization)

 
469,431

 
14,339

 
357,221

 

 
840,991

Selling, general and administrative
352

 
322,282

 
7,357

 
147,620

 

 
477,611

Intercompany cost of sales

 
13,196

 
30,795

 
2,238

 
(46,229
)
 

Depreciation and amortization
89

 
151,290

 
8,547

 
92,880

 

 
252,806

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(794
)
 
6

 
113

 

 
(675
)
Total Operating Expenses
441

 
955,405

 
61,044

 
600,072

 
(46,229
)
 
1,570,733

Operating (Loss) Income
(441
)
 
188,604

 
34,599

 
95,187

 

 
317,949

Interest Expense (Income), Net
83,161

 
12,358

 
5,635

 
74,867

 

 
176,021

Other Expense (Income), Net
420

 
3,062

 
(154
)
 
(29,058
)
 

 
(25,730
)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
(84,022
)
 
173,184

 
29,118

 
49,378

 

 
167,658

Provision (Benefit) for Income Taxes

 
13,180

 
6,522

 
7,527

 

 
27,229

Gain on Sale of Real Estate, Net of Tax

 

 

 
(1,563
)
 

 
(1,563
)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(220,777
)
 
(53,375
)
 
(520
)
 
(22,596
)
 
297,268

 

Income (Loss) from Continuing Operations
136,755

 
213,379

 
23,116

 
66,010

 
(297,268
)
 
141,992

Income (Loss) from Discontinued Operations, Net of Tax

 
(957
)
 

 
(1,406
)
 

 
(2,363
)
Net Income (Loss)
136,755

 
212,422

 
23,116

 
64,604

 
(297,268
)
 
139,629

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,874

 

 
2,874

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
136,755

 
$
212,422

 
$
23,116

 
$
61,730

 
$
(297,268
)
 
$
136,755

Net Income (Loss)
$
136,755

 
$
212,422

 
$
23,116

 
$
64,604

 
$
(297,268
)
 
$
139,629

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(8,148
)
 

 
3,339

 
63,131

 

 
58,322

Equity in Other Comprehensive Income (Loss) of Subsidiaries
67,131

 
39,753

 
1,257

 
3,339

 
(111,480
)
 

Total Other Comprehensive Income (Loss)
58,983

 
39,753

 
4,596

 
66,470

 
(111,480
)
 
58,322

Comprehensive Income (Loss)
195,738

 
252,175

 
27,712

 
131,074

 
(408,748
)
 
197,951

Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,213

 

 
2,213

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
195,738

 
$
252,175

 
$
27,712

 
$
128,861

 
$
(408,748
)
 
$
195,738


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Cash Flows from Operating Activities:
 

 
 

 
 

 
 

 
 

 
 

Cash Flows from Operating Activities—Continuing Operations
$
(107,370
)
 
$
203,158

 
$
23,827

 
$
85,990

 
$

 
$
205,605

Cash Flows from Operating Activities—Discontinued Operations

 
393

 
690

 
62

 

 
1,145

Cash Flows from Operating Activities
$
(107,370
)
 
$
203,551

 
$
24,517

 
$
86,052

 
$

 
$
206,750

Cash Flows from Investing Activities:
 

 
 

 
 

 
 

 
 

 
 

Capital expenditures

 
(102,219
)
 
(1,048
)
 
(60,398
)
 

 
(163,665
)
Cash paid for acquisitions, net of cash acquired

 
4,074

 
(2,381
)
 
(278,246
)
 

 
(276,553
)
Intercompany loans to subsidiaries
(148,811
)
 
(261,681
)
 

 

 
410,492

 

Investment in subsidiaries
(1,585
)
 
(1,585
)
 

 

 
3,170

 

Acquisitions of customer relationships and customer inducements

 
(13,932
)
 

 
(2,814
)
 

 
(16,746
)
Net proceeds from Iron Mountain Divestments (see Note 10)

 
53,950

 

 

 

 
53,950

Proceeds from sales of property and equipment and other, net (including real estate)

 
92

 

 
279

 

 
371

Cash Flows from Investing Activities—Continuing Operations
(150,396
)
 
(321,301
)
 
(3,429
)
 
(341,179
)
 
413,662

 
(402,643
)
Cash Flows from Investing Activities—Discontinued Operations

 

 
90

 

 

 
90

Cash Flows from Investing Activities
(150,396
)
 
(321,301
)
 
(3,339
)
 
(341,179
)
 
413,662

 
(402,553
)
Cash Flows from Financing Activities:
 

 
 

 
 

 
 

 
 

 
 

Repayment of revolving credit, term loan facilities, bridge facilities and other debt
(1,096,706
)
 
(3,554,881
)
 
(861,740
)
 
(1,873,787
)
 

 
(7,387,114
)
Proceeds from revolving credit, term loan facilities, bridge facilities and other debt
1,083,681

 
3,285,876

 
843,281

 
1,973,967

 

 
7,186,805

Net proceeds from sales of senior notes
492,500

 
246,250

 

 

 

 
738,750

Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net

 

 

 
456

 

 
456

Intercompany loans from parent

 
147,470

 
(14,427
)
 
277,449

 
(410,492
)
 

Equity contribution from parent

 
1,585

 

 
1,585

 
(3,170
)
 

Parent cash dividends
(232,596
)
 

 

 

 

 
(232,596
)
Net proceeds (payments) associated with employee
stock-based awards
18,641

 

 

 

 

 
18,641

Excess tax benefit (deficiency) from stock-based compensation
29

 

 

 

 

 
29

Payment of debt financing and stock issuance costs              
(7,532
)
 
(4,500
)
 

 

 

 
(12,032
)
Cash Flows from Financing Activities—Continuing Operations
258,017

 
121,800

 
(32,886
)
 
379,670

 
(413,662
)
 
312,939

Cash Flows from Financing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Financing Activities
258,017

 
121,800

 
(32,886
)
 
379,670

 
(413,662
)
 
312,939

Effect of exchange rates on cash and cash equivalents

 

 
1,842

 
(10,370
)
 

 
(8,528
)
Increase (Decrease) in cash and cash equivalents
251

 
4,050

 
(9,866
)
 
114,173

 

 
108,608

Cash and cash equivalents, beginning of period
151

 
7,803

 
13,182

 
107,245

 

 
128,381

Cash and cash equivalents, end of period
$
402

 
$
11,853

 
$
3,316

 
$
221,418

 
$

 
$
236,989

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Cash Flows from Operating Activities:
 

 
 

 
 

 
 

 
 

 
 

Cash Flows from Operating Activities—Continuing Operations
$
(81,406
)
 
$
305,548

 
$
27,976

 
$
69,922

 
$

 
$
322,040

Cash Flows from Operating Activities—Discontinued Operations

 
(957
)
 

 
(1,406
)
 

 
(2,363
)
Cash Flows from Operating Activities
(81,406
)
 
304,591

 
27,976

 
68,516

 

 
319,677

Cash Flows from Investing Activities:
 

 
 

 
 

 
 

 
 

 
 

Capital expenditures

 
(124,559
)
 
(4,171
)
 
(36,477
)
 

 
(165,207
)
Cash paid for acquisitions, net of cash acquired

 
(6,380
)
 

 
(31,843
)
 

 
(38,223
)
Intercompany loans to subsidiaries
(51,119
)
 
(41,642
)
 

 
(474
)
 
93,235

 

Investment in subsidiaries
(16,170
)
 

 

 

 
16,170

 

Acquisitions of customer relationships and customer inducements

 
(26,924
)
 
(410
)
 
(1,176
)
 

 
(28,510
)
Net proceeds from Iron Mountain Divestments (see Note 10)

 

 

 
2,423

 

 
2,423

Proceeds from sales of property and equipment and other, net (including real estate)

 
12,933

 
2

 
(4,388
)
 

 
8,547

Cash Flows from Investing Activities—Continuing Operations
(67,289
)
 
(186,572
)
 
(4,579
)
 
(71,935
)
 
109,405

 
(220,970
)
Cash Flows from Investing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Investing Activities
(67,289
)
 
(186,572
)
 
(4,579
)
 
(71,935
)
 
109,405

 
(220,970
)
Cash Flows from Financing Activities:
 

 
 

 
 

 
 

 
 

 
 

Repayment of revolving credit, term loan facilities and other debt
(262,579
)
 
(3,197,148
)
 
(51
)
 
(2,291,638
)
 

 
(5,751,416
)
Proceeds from revolving credit, term loan facilities and other debt
224,660

 
2,913,810

 

 
2,355,655

 

 
5,494,125

Net proceeds from sales of senior notes
332,683

 

 

 

 

 
332,683

Debit balances (payments) under cash pools

 
136,379

 

 
25,171

 
(161,550
)
 

Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net

 

 

 
10,151

 

 
10,151

Intercompany loans from parent

 
44,957

 
(43,089
)
 
91,367

 
(93,235
)
 

Equity contribution from parent

 

 

 
16,170

 
(16,170
)
 

Parent cash dividends
(147,393
)
 

 

 

 

 
(147,393
)
Net proceeds (payments) associated with employee stock-based awards
810

 

 

 

 

 
810

Payment of debt financing and stock issuance costs              
(471
)
 

 
(73
)
 

 

 
(544
)
Cash Flows from Financing Activities—Continuing Operations
147,710

 
(102,002
)
 
(43,213
)
 
206,876

 
(270,955
)
 
(61,584
)
Cash Flows from Financing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Financing Activities
147,710

 
(102,002
)
 
(43,213
)
 
206,876

 
(270,955
)
 
(61,584
)
Effect of exchange rates on cash and cash equivalents

 

 
2,706

 
14,706

 

 
17,412

Increase (Decrease) in cash and cash equivalents
(985
)
 
16,017

 
(17,110
)
 
218,163

 
(161,550
)
 
54,535

Cash and cash equivalents, beginning of period
2,405

 
23,380

 
17,110

 
193,589

 

 
236,484

Cash and cash equivalents, end of period
$
1,420

 
$
39,397

 
$

 
$
411,752

 
$
(161,550
)
 
$
291,019

Segment Information
Segment Information
Our five reportable operating segments as of December 31, 2016 are described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:
North American Records and Information Management Business
North American Data Management Business
Western European Business
Other International Business
Corporate and Other Business

There have been no changes made to our reportable operating segments since December 31, 2016, other than the impact of the Russia and Ukraine Divestment. Prior to the Russia and Ukraine Divestment, our businesses in Russia and Ukraine were a component of our Other International Business segment. The operations associated with acquisitions completed during the first half of 2017 (which are described in Note 4) have been incorporated into our existing reportable operating segments.
An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows:
 
 
North American
Records and
Information
Management
Business
 
North American
Data
Management
Business
 
Western European Business
 
Other International Business
 
Corporate
and Other
Business
 
Total
Consolidated
For the Three Months Ended June 30, 2016
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
$
481,470

 
$
103,270

 
$
118,198

 
$
165,669

 
$
15,141

 
$
883,748

Depreciation and Amortization
 
57,465

 
6,077

 
15,069

 
25,897

 
10,514

 
115,022

Depreciation
 
47,867

 
5,832

 
11,698

 
18,323

 
9,810

 
93,530

Amortization
 
9,598

 
245

 
3,371

 
7,574

 
704

 
21,492

Adjusted EBITDA
 
189,138

 
57,081

 
33,273

 
41,931

 
(59,989
)
 
261,434

Expenditures for Segment Assets
 
19,872

 
3,750

 
(1,158
)
 
281,589

 
45,461

 
349,514

Capital Expenditures
 
14,734

 
2,302

 
5,978

 
15,380

 
44,419

 
82,813

Cash (Received) Paid for Acquisitions, Net of Cash Acquired (1)
 
(2,546
)
 
(59
)
 
(7,103
)
 
265,879

 
1,042

 
257,213

Acquisitions of Customer Relationships and Customer Inducements
 
7,684

 
1,507

 
(33
)
 
330

 

 
9,488

For the Three Months Ended June 30, 2017
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
509,597

 
105,995

 
121,866

 
192,405

 
19,943

 
949,806

Depreciation and Amortization
 
58,628

 
8,955

 
16,124

 
30,203

 
14,189

 
128,099

Depreciation
 
50,119

 
6,701

 
12,366

 
20,518

 
12,611

 
102,315

Amortization
 
8,509

 
2,254

 
3,758

 
9,685

 
1,578

 
25,784

Adjusted EBITDA
 
220,768

 
56,583

 
36,528

 
56,166

 
(51,991
)
 
318,054

Expenditures for Segment Assets
 
52,640

 
8,132

 
2,079

 
43,084

 
19,213

 
125,148

Capital Expenditures
 
46,235

 
8,132

 
1,723

 
16,702

 
19,213

 
92,005

Cash Paid (Received) for Acquisitions, Net of Cash Acquired
 

 

 

 
26,036

 

 
26,036

Acquisitions of Customer Relationships and Customer Inducements
 
6,405

 

 
356

 
346

 

 
7,107

For the Six Months Ended June 30, 2016
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
926,151

 
199,613

 
212,074

 
267,010

 
29,590

 
1,634,438

Depreciation and Amortization
 
102,815

 
11,747

 
26,320

 
40,183

 
21,161

 
202,226

Depreciation
 
88,122

 
11,254

 
20,369

 
29,225

 
19,950

 
168,920

Amortization
 
14,693

 
493

 
5,951

 
10,958

 
1,211

 
33,306

Adjusted EBITDA
 
365,695

 
110,541

 
65,219

 
63,507

 
(108,382
)
 
496,580

Expenditures for Segment Assets
 
66,538

 
8,577

 
4,902

 
313,745

 
63,202

 
456,964

Capital Expenditures
 
56,822

 
7,129

 
10,037

 
27,542

 
62,135

 
163,665

Cash (Received) Paid for Acquisitions, Net of Cash Acquired (1)
 
(2,676
)
 
(59
)
 
(7,103
)
 
285,349

 
1,042

 
276,553

Acquisitions of Customer Relationships and Customer Inducements
 
12,392

 
1,507

 
1,968

 
854

 
25

 
16,746

For the Six Months Ended June 30, 2017
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
1,017,194

 
212,945

 
241,938

 
381,646

 
34,959

 
1,888,682

Depreciation and Amortization
 
119,163

 
17,888

 
30,421

 
57,879

 
27,455

 
252,806

Depreciation
 
102,071

 
13,374

 
23,254

 
39,823

 
23,385

 
201,907

Amortization
 
17,092

 
4,514

 
7,167

 
18,056

 
4,070

 
50,899

Adjusted EBITDA
 
430,298

 
112,495

 
70,670

 
111,513

 
(114,348
)
 
610,628

Expenditures for Segment Assets
 
104,528

 
16,869

 
7,104

 
61,704

 
41,735

 
231,940

Capital Expenditures
 
72,813

 
16,869

 
6,621

 
29,169

 
39,735

 
165,207

Cash Paid (Received) for Acquisitions, Net of Cash Acquired
 
4,379

 

 

 
31,844

 
2,000

 
38,223

Acquisitions of Customer Relationships and Customer Inducements
 
27,336

 

 
483

 
691

 

 
28,510

______________________________________________________________
(1)
Cash paid for acquisitions, net of cash acquired for our Other International Business segment for the three and six months ended June 30, 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.
The accounting policies of the reportable segments are the same as those described in Note 2 and in our Annual Report. Adjusted EBITDA for each segment is defined as (loss) income from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes certain items that we believe are not indicative of our core operating results, specifically: (i) (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net; (ii) intangible impairments; (iii) other expense (income), net; (iv) gain on sale of real estate, net of tax; and (v) Recall Costs (as defined below). Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.
A reconciliation of Adjusted EBITDA to (loss) income from continuing operations on a consolidated basis is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Adjusted EBITDA
$
261,434

 
$
318,054

 
$
496,580

 
$
610,628

(Add)/Deduct:
 
 
 
 
 
 
 
Gain on Sale of Real Estate, Net of Tax

 
(1,563
)
 

 
(1,563
)
Provision (Benefit) for Income Taxes
10,839

 
18,009

 
22,739

 
27,229

Other Expense (Income), Net
25,641

 
(19,366
)
 
13,704

 
(25,730
)
Interest Expense, Net
74,866

 
89,966

 
141,928

 
176,021

(Gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net
(626
)
 
(216
)
 
(1,077
)
 
(675
)
Depreciation and Amortization
115,022

 
128,099

 
202,226

 
252,806

Recall Costs(1)
50,412

 
19,977

 
68,739

 
40,548

(Loss) Income from Continuing Operations
$
(14,720
)
 
$
83,148

 
$
48,321

 
$
141,992

_______________________________________________________________________________

(1)
Represents operating expenditures associated with the Recall Transaction, including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions ("Recall Costs").
Commitments and Contingencies
Commitments and Contingencies
a.    Litigation—General

We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably able to be estimated. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and reasonably able to be estimated, accrued an amount that represents our estimate of any probable loss associated with such matter. In addition, we have estimated a reasonably possible range for all loss contingencies including those described below. We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $18,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements.
b. Italy Fire
On November 4, 2011, we experienced a fire at a facility we leased in Aprilia, Italy. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building and its contents were a total loss. We have been sued by six customers. Four of those lawsuits have been settled and two remain pending, including a claim asserted by Azienda per i Transporti Autoferrotranviari del Comune di Roma, S.p.A, seeking 42,600 Euros for the loss of its current and historical archives. We have also received correspondence from other affected customers, including certain customers demanding payment under various theories of liability. Although our warehouse legal liability insurer has reserved its rights to contest coverage related to certain types of potential claims, we believe we carry adequate insurance. We deny any liability with respect to the fire and we have referred these claims to our warehouse legal liability insurer for an appropriate response. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows. We sold our Italian operations on April 27, 2012, and we indemnified the buyers related to certain obligations and contingencies associated with the fire. As a result of the sale of the Italian operations, any future statement of operations and cash flow impacts related to the fire will be reflected as discontinued operations.
c. Argentina Fire
On February 5, 2014, we experienced a fire at a facility we own in Buenos Aires, Argentina. As a result of the quick response by local fire authorities, the fire was contained before the entire facility was destroyed and all employees were safely evacuated; however, a number of first responders lost their lives, or in some cases, were severely injured. The cause of the fire is currently being investigated. We believe we carry adequate insurance and do not expect that this event will have a material impact to our consolidated financial condition, results of operations or cash flows. Revenues from our operations at this facility represent less than 0.5% of our consolidated revenues.
d. Brooklyn Fire (Recall)
On January 31, 2015, a former Recall leased facility located in Brooklyn, New York was completely destroyed by a fire. Approximately 900,000 cartons of customer records were lost impacting approximately 1,200 customers. No one was injured as a result of the fire. We believe we carry adequate insurance to cover any losses resulting from the fire. There is one pending customer-related lawsuit stemming from the fire, which is being defended by our warehouse legal liability insurer. We have also received correspondence from other customers, under various theories of liability. We deny any liability with respect to the fire and we have referred these claims to our insurer for an appropriate response. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows.

e. Roye Fire (Recall)

On January 28, 2002, a former leased Recall records management facility located in Roye, France was destroyed by a fire. Local French authorities conducted an investigation relating to the fire and issued a charge of criminal negligence for non-compliance with security regulations against the Recall entity that leased the facility. We intend to defend this matter vigorously. We are currently corresponding with various customers impacted by the fire who are seeking payment under various theories of liability. There is also pending civil litigation with the owner of the destroyed facility, who is demanding payment for lost rental income and other items. Based on known and expected claims and our expectation of the ultimate outcome of those claims, we believe we carry adequate insurance coverage. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows.
Stockholders' Equity Matters
Stockholders' Equity Matters
Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements.
In fiscal year 2016 and in the first six months of 2017, our board of directors declared the following dividends:
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
Divestments
Divestments
Divestments
a. Divestments Associated with the Recall Transaction
As disclosed in Note 4, in connection with the acquisition of Recall, we sought regulatory approval of the Recall Transaction from the DOJ, the ACCC, the CCB and the CMA and, as part of the regulatory approval process, we agreed to make the Divestments.
On May 4, 2016, we completed the sale of the Initial United States Divestments to Access CIG, LLC, a privately held provider of information management services throughout the United States (“Access CIG”), for total consideration of approximately $80,000, subject to adjustments (the “Access Sale”). Of the total consideration, we received $55,000 in cash proceeds upon closing of the Access Sale, and we are entitled to receive up to $25,000 of additional cash proceeds on the 27-month anniversary of the closing of the Access Sale (the "Access Contingent Consideration"). Our estimate of the fair value of the Access Contingent Consideration is approximately $21,400 (which reflects a fair value adjustment of approximately $2,200 and a present value adjustment of approximately $1,400). We have a non-trade receivable amounting to $22,100 included in Other, a component of Other Assets, Net in our Condensed Consolidated Balance Sheet as of June 30, 2017 related to the Access Contingent Consideration.

On December 29, 2016, we completed the sale of the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the Iron Mountain Canadian Divestments to Arkive Information Management LLC and Arkive Information Management Ltd., both information management companies (collectively, “ARKIVE”), for total consideration of approximately $50,000, subject to adjustments (the “ARKIVE Sale”). Of the total consideration, we received approximately $45,000 in cash proceeds upon the closing of the ARKIVE Sale and the remaining consideration is held in escrow. ARKIVE may be entitled to receive from us, on the 24-month anniversary of the closing of the ARKIVE Sale, cash payments, up to the total consideration paid by ARKIVE, based on lost revenues attributable to the acquired customer base.

On October 31, 2016, after receiving approval of the proposed transaction from the ACCC, we completed the sale of the Australia Divestment Business (the “Australia Sale”) to a consortium led by Housatonic Partners (the “Australia Divestment Business Purchasers”) for total consideration of approximately 70,000 Australian dollars (or approximately $53,200, based upon the exchange rate between the United States dollar and the Australian dollar as of October 31, 2016, the closing date of the Australia Sale), subject to adjustments. The total consideration consists of (i) 35,000 Australian dollars in cash received upon the closing of the Australia Sale and (ii) 35,000 Australian dollars in the form of a note due from the Australia Divestment Business Purchasers to us (the “Bridging Loan Note”). The Bridging Loan Note bears interest at 3.3% per annum and matures on December 29, 2017, at which point all outstanding obligations become due. The total consideration for the Australia Sale is subject to certain adjustments, including ones associated with customer attrition, subsequent to the closing of the Australia Sale.

On December 9, 2016, we completed the sale of the UK Divestments (the "UK Sale") to the Oasis Group for total consideration of approximately 1,800 British pounds sterling (or approximately $2,200, based upon the exchange rate between the United States dollar and the British pound sterling as of December 9, 2016, the closing date of the UK Sale), subject to adjustments.

We have concluded that the Australian Divestment Business and the Iron Mountain Canadian Divestments (collectively, the “Iron Mountain Divestments”) do not meet the criteria to be reported as discontinued operations as our decision to divest these businesses did not represent a strategic shift that had a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with the Iron Mountain Divestments are presented as a component of (loss) income from continuing operations in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and the cash flows associated with the Iron Mountain Divestments are presented as a component of cash flows from continuing operations in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2016.
We have concluded that the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments (collectively, the “Recall Divestments”) meet the criteria to be reported as discontinued operations in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows as the Recall Divestments met the criteria to be reported as assets and liabilities held for sale at, or within a short period of time following, the closing of the Recall Transaction.
The table below summarizes certain results of operations of the Recall Divestments for the three and six months ended June 30, 2016:
 
 
Three Months Ended June 30, 2016
Description
 
Initial
United States Divestments(1)
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total
Total Revenues
 
$

 
$
1,810

 
$
1,888

 
$
311

 
$
4,009

Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 

 
934

 
867

 
75

 
1,876

Provision (Benefit) for Income Taxes
 

 
44


232

 
13

 
289

Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
890

 
$
635

 
$
62

 
$
1,587

 
 
Six Months Ended June 30, 2016
Description
 
Initial
United States Divestments(1)
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Total Revenues
 
$

 
$
1,810

 
$
1,888

 
$
311

 
$
4,009

Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 

 
934

 
867

 
75

 
1,876

Provision (Benefit) for Income Taxes
 

 
44


232

 
13

 
289

Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
890

 
$
635

 
$
62

 
$
1,587

_____________________________________________________________________________

(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 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016, respectively, and the cash flows associated with the Initial United States Divestments are not included in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 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).
The table below summarizes certain results of operations of the Recall Divestments for the three and six months ended June 30, 2017:
 
 
Three Months Ended June 30, 2017
Description
 
Initial
United States Divestments
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 
$

 
$
(1,801
)
 
$
(1,248
)
 
$

 
$
(3,049
)
Provision (Benefit) for Income Taxes
 

 
(646
)

(377
)
 

 
(1,023
)
Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
(1,155
)
 
$
(871
)
 
$

 
$
(2,026
)

 
 
Six Months Ended June 30, 2017
Description
 
Initial
United States Divestments
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 
$

 
$
(1,562
)
 
$
(1,916
)
 
$

 
$
(3,478
)
Provision (Benefit) for Income Taxes
 

 
(605
)

(510
)
 

 
(1,115
)
Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
(957
)
 
$
(1,406
)
 
$

 
$
(2,363
)

_____________________________________________________________________________

(1) During the three and six months ended June 30, 2017, the loss from discontinued operations before benefit for income taxes of $3,049 and $3,478, respectively, was primarily related to costs to provide transition services related to the Recall Divestments.

b. Russia and Ukraine Divestment
On May 30, 2017, IM EES, a consolidated subsidiary of IMI, sold our records and information management operations in Russia and Ukraine to OSG Records Management (Europe) Limited (“OSG”) in a stock transaction (the “Russia and Ukraine Divestment”). As consideration for the Russia and Ukraine Divestment, IM EES received a 25% equity interest in OSG (the “OSG Investment”).
We have concluded that the Russia and Ukraine Divestment does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as our decision to divest these businesses does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with these businesses are presented as a component of income (loss) from continuing operations in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2017, respectively, and the cash flows associated with these businesses are presented as a component of cash flows from continuing operations in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2017, respectively.
As a result of the Russia and Ukraine Divestment, we recorded a gain on sale of $38,869 to Other Expense (Income), Net, in the three and six months ended June 30, 2017, representing the excess of the fair value of the consideration received over the carrying value of the Russia and Ukraine Divestment. Prior to this transaction, our businesses in Russia and Ukraine were a component of our Northern and Eastern Europe reporting unit. As a result of the Russia and Ukraine Divestment, $3,515 of goodwill associated with our Northern and Eastern Europe reporting unit was allocated, on a relative fair value basis, to the Russia and Ukraine Divestment and included in the carrying value of the divested businesses. 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 associated with the Russia and Ukraine Divestment.
We account for the OSG Investment as an equity method investment. The fair value of the OSG Investment is approximately $18,000 and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheet as of June 30, 2017.
Recall Costs (Notes)
Recall Costs
Recall Costs included in the accompanying Condensed Consolidated Statements of Operations are as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
Cost of sales (excluding depreciation and amortization)
 
$
331

 
$
5,073

 
$
331

 
$
12,960

Selling, general and administrative expenses
 
50,081

 
14,904

 
68,408

 
27,588

Total Recall Costs
 
$
50,412

 
$
19,977

 
$
68,739

 
$
40,548


Recall Costs included in the accompanying Condensed Consolidated Statements of Operations by segment are as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
North American Records and Information Management Business
 
$
2,794

 
$
6,326

 
$
2,833

 
$
13,625

North American Data Management Business
 
517

 
1,003

 
517

 
1,876

Western European Business
 
3,913

 
2,131

 
4,130

 
5,347

Other International Business
 
5,517

 
1,937

 
5,948

 
3,588

Corporate and Other Business
 
37,671

 
8,580

 
55,311

 
16,112

Total Recall Costs
 
$
50,412

 
$
19,977

 
$
68,739

 
$
40,548


A rollforward of accrued liabilities related to Recall Costs on our Condensed Consolidated Balance Sheets as of December 31, 2016 to June 30, 2017 is as follows:
 
Accrual for Recall Costs
Balance at December 31, 2016
$
4,914

Amounts accrued
16,304

Change in estimates(1)
(230
)
Payments
(10,687
)
Currency translation adjustments
66

Balance at June 30, 2017(2)
$
10,367

_______________________________________________________________________________
(1)
Includes adjustments made to amounts accrued in a prior period.
(2)
Accrued liabilities related to Recall Costs as of June 30, 2017 presented in the table above generally related to employee severance costs and onerous lease liabilities. We expect that the majority of these liabilities will be paid throughout 2017. Additional Recall Costs recorded in our Condensed Consolidated Statement of Operations have either been settled in cash during the six months ended June 30, 2017 or are included in our Condensed Consolidated Balance Sheet as of June 30, 2017 as a component of accounts payable.
Subsequent Event (Notes)
Subsequent Event
In July 2017, in order to expand our European operations, we acquired Fileminders Ltd., a storage and records management company with operations in Cyprus, for approximately 24,900 Euro (or approximately $28,500, based upon the exchange rate between the United States dollar and the Euro on the closing date of the acquisition).

In July 2017, we signed a purchase agreement to acquire MAG DATACENTERS, LLC, which operates FORTRUST, a private data center business with operations in Denver, Colorado, for total consideration of approximately $128,000, subject to customary adjustments, approximately $54,500 to be paid in cash and the remainder of the consideration to be paid in unregistered shares of our common stock. The completion of this pending acquisition is subject to closing conditions; accordingly, we can provide no assurance that we will be able to complete the acquisition, that the acquisition will not be delayed or that the terms will remain the same.
Summary of Significant Accounting Policies (Policies)
Foreign Currency
Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Europe, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity, Redeemable Noncontrolling Interests and Noncontrolling Interests in the accompanying Condensed Consolidated Balance Sheets. 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, including those related to (i) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined and discussed more fully in Note 5), and (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in Other Expense (Income), Net, in the accompanying Condensed Consolidated Statements of Operations.
Goodwill and Other Intangible Assets
Goodwill
Goodwill is not amortized but is reviewed annually for impairment, or more frequently if impairment indicators arise. We have selected October 1 as our annual goodwill impairment review date.
The majority of our PUs are earned based on our performance against revenue and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. The fair value of PUs based on our performance against revenue and ROIC targets is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period.
Stock-Based Compensation
We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs"). The stock options, RSUs, PUs and shares of stock issued under our employee stock purchase plan ("ESPP") are collectively the "Employee Stock-Based Awards".
We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the market price of our common stock at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased.
Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors vest immediately upon grant.
All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero).
Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three-year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to either (i) a subset of the Standard & Poor's 500 Index (for certain PUs granted prior to 2017), or (ii) a subset of the MSCI United States REIT Index (for certain PUs granted in 2017), rather than the revenue and ROIC targets noted above. The number of PUs earned based on the applicable market condition may range from 0% to 200% of the initial award.
All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three-year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets or a market condition as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period.
All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest.
Income (Loss) Per Share—Basic and Diluted
Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, RSUs or PUs) that were outstanding during the period, unless the effect is antidilutive.
Income Taxes
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries ("QRSs") and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.
g.    Fair Value Measurements
Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
New Accounting Pronouncements
 
Recently Adopted Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 modifies the process by which entities will test goodwill for impairment. Under existing GAAP, when the carrying value of a reporting unit exceeds the reporting unit’s fair value, an entity would then proceed to a “Step 2” goodwill impairment analysis, which requires calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities, as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of the reporting unit’s goodwill. We adopted ASU 2017-04 in the first quarter of 2017 and it did not impact our consolidated financial statements.

As Yet Adopted Accounting Pronouncements

a. ASU 2014-09

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money, and (6) contract costs.

ASU 2014-09 will replace the current revenue recognition criteria under GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for such goods or services. The two permitted transition methods under ASU 2014-09 are: (i) the full retrospective method, whereby ASU 2014-09 would be applied to each prior reporting period presented and the cumulative effect of adoption would be recognized at the earliest period shown, or (ii) the modified retrospective method, whereby the cumulative effect of applying ASU 2014-09 would be recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 for one year, making ASU 2014-09 effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We will adopt ASU 2014-09 as of January 1, 2018 using the modified retrospective method.

During 2015, we established a project team responsible for the assessment and implementation of ASU 2014-09. We utilized a bottoms-up approach to analyze the impact of ASU 2014-09 on our contracts with customers by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of ASU 2014-09 to our contracts with customers. We are currently in the process of designing and implementing appropriate changes to our business processes, systems and controls to support the accounting and the financial disclosure requirements under ASU 2014-09. We have been closely monitoring the FASB activity related to specific interpretative issues pertaining to ASU 2014-09. During the second half of 2016, we substantially completed our evaluation of the potential changes resulting from the adoption of ASU 2014-09 on our accounting and the financial disclosure requirements and are now moving into the more detailed quantification of the impacts of adopting ASU 2014-09, the more significant of which are discussed below. Based on our analysis to date, we expect that the most significant impacts associated with adopting ASU 2014-09 compared to current GAAP will relate to (i) the deferral of certain commissions on our long-term storage contracts (“Accounting for Commissions”) and (ii) certain policy changes related to initial moves of physical storage, which will be subject to new cost guidance (“Accounting for Initial Moves”).

i. Accounting for Commissions

Under current GAAP, commissions that we pay related to our long-term storage contracts are expensed as incurred. Under ASU 2014-09, however, certain commissions will be capitalized and amortized over the period of expected earned revenue. In the year of adoption, this will result in increased intangible contract assets on our Consolidated Balance Sheet, a reduction in selling, general and administrative expenses and a corresponding increase in amortization expense (assuming consistent levels of spending up through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows.

ii. Accounting for Initial Moves

Under current GAAP, intake costs not charged to transport boxes to one of our facilities, which include labor and transportation costs, are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations. Under ASU 2014-09, however, the revenue and costs associated with all initial moves of physical storage, regardless of whether or not the services associated with such initial moves are provided to the customer at no charge, will be deferred and recognized over the period consistent with the transfer of the service to the customer to which the asset relates. In the year of adoption, this will result in decreased intangible assets and increased deferred revenue on our Consolidated Balance Sheet, a reduction in cost of sales and a corresponding increase in amortization expense (assuming consistent levels of spending up through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows.

b. Other As Yet Adopted Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income, while eliminating the available-for-sale classification for equity securities with readily determinable fair values and the cost method for equity investments without readily determinable fair values. ASU 2016-01 also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for us on January 1, 2018. We will adopt ASU 2016-01 on January 1, 2018 and are currently evaluating the impact ASU 2016-01 will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for us on January 1, 2019, with early adoption permitted. We will adopt ASU 2016-02 on January 1, 2019 and are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 provides guidance on the classification of restricted cash in the statement of cash flows. ASU 2016-18 is effective for us on January 1, 2018, with early adoption permitted and is required to be adopted on a retrospective basis. We do not believe that the adoption of ASU 2016-18 will have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides greater clarity on the definition of a business to assist entities in evaluating whether transactions should be accounted for as an acquisition or disposal of assets or businesses. ASU 2017-01 is effective for us on January 1, 2018, with early adoption permitted. We are currently evaluating the impact ASU 2017-01 will have on our consolidated financial statements.
Summary of Significant Accounting Policies (Tables)
Total loss on foreign currency transactions for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
 
Total loss on foreign currency transactions
$
17,193

 
$
20,199

 
$
4,651

 
$
16,035

 
The changes in the carrying value of goodwill attributable to each reportable operating segment for the six months ended June 30, 2017 are as follows:
 
North American
Records and Information
Management
Business
 
North American
Data
Management
Business
 
Western
European Business
 
Other International Business
 
Corporate and Other Business
 
Total
Consolidated
Gross Balance as of December 31, 2016
$
2,485,806

 
$
559,443

 
$
405,571

 
$
743,126

 
$
25,922

 
$
4,219,868

Deductible goodwill acquired during the year
409

 

 

 
925

 
717

 
2,051

Non-deductible goodwill acquired during the year

 

 

 
13,777

 

 
13,777

Goodwill allocated to Russia and Ukraine Divestment (see Note 10)

 

 

 
(3,515
)
 

 
(3,515
)
Fair value and other adjustments(1)
(24,801
)
 
545

 
9,749

 
20,194

 

 
5,687

Currency effects
6,374

 
1,900

 
22,513

 
35,887

 

 
66,674

Gross Balance as of June 30, 2017
$
2,467,788

 
$
561,888

 
$
437,833

 
$
810,394

 
$
26,639

 
$
4,304,542

Accumulated Amortization Balance as of December 31, 2016
$
204,895

 
$
53,753

 
$
56,150

 
$
49

 
$

 
$
314,847

Currency effects
243

 
61

 
613

 
16

 

 
933

Accumulated Amortization Balance as of June 30, 2017
$
205,138

 
$
53,814

 
$
56,763

 
$
65

 
$

 
$
315,780

Net Balance as of December 31, 2016
$
2,280,911

 
$
505,690

 
$
349,421

 
$
743,077

 
$
25,922

 
$
3,905,021

Net Balance as of June 30, 2017
$
2,262,650

 
$
508,074

 
$
381,070

 
$
810,329

 
$
26,639

 
$
3,988,762

Accumulated Goodwill Impairment Balance as of December 31, 2016
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

Accumulated Goodwill Impairment Balance as of June 30, 2017
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

_______________________________________________________________________________
(1)
Total fair value and other adjustments include $5,687 in net adjustments primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting)
The components of our finite-lived intangible assets as of December 31, 2016 and June 30, 2017 are as follows:
 
December 31, 2016
 
June 30, 2017
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Customer relationship intangible assets and Customer Inducements
$
1,604,020

 
$
(351,497
)
 
$
1,252,523

 
$
1,702,665

 
$
(405,650
)
 
$
1,297,015

Other finite-lived intangible assets (included in other assets, net)
24,788

 
(7,989
)
 
16,799

 
20,885

 
(9,008
)
 
11,877

Total
$
1,628,808

 
$
(359,486
)
 
$
1,269,322

 
$
1,723,550

 
$
(414,658
)
 
$
1,308,892

Amortization expense associated with finite-lived intangible assets and revenue reduction associated with the amortization of Permanent Withdrawal Fees for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Amortization expense associated with finite-lived intangible assets
$
21,492

 
$
25,784

 
$
33,306

 
$
50,899

Revenue reduction associated with amortization of Permanent Withdrawal Fees
3,157

 
2,748

 
6,100

 
5,906

Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Condensed Consolidated Statements of Operations is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cost of sales (excluding depreciation and amortization)
$
25

 
$
27

 
$
52

 
$
55

Selling, general and administrative expenses
9,003

 
8,516

 
15,861

 
15,037

Total stock-based compensation
$
9,028

 
$
8,543

 
$
15,913

 
$
15,092

A summary of our stock options outstanding as of June 30, 2017 by vesting terms is as follows:
 
June 30, 2017
 
Stock Options Outstanding
 
% of
Stock Options Outstanding
Three-year vesting period (10 year contractual life)
3,543,414

 
85.7
%
Five-year vesting period (10 year contractual life)
515,916

 
12.5
%
Ten-year vesting period (12 year contractual life)
73,738

 
1.8
%
 
4,133,068

 
100.0
%
A summary of stock option activity for the six months ended June 30, 2017 is as follows:
 
Stock Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Average
Intrinsic
Value
Outstanding at December 31, 2016
3,451,698

 
$
31.79

 
 
 
 

Granted
1,007,224

 
36.89

 
 
 
 

Exercised
(300,271
)
 
22.77

 
 
 
 

Forfeited
(23,802
)
 
33.89

 
 
 
 

Expired
(1,781
)
 
38.83

 
 
 
 

Outstanding at June 30, 2017
4,133,068

 
$
33.68

 
7.47
 
$
13,556

Options exercisable at June 30, 2017
1,970,057

 
$
30.68

 
5.78
 
$
12,024

Options expected to vest
2,024,082

 
$
36.41

 
8.99
 
$
1,448

The weighted average assumptions used for grants in the respective periods are as follows:
 
 
Six Months Ended
June 30,
Weighted Average Assumptions
 
2016
 
2017
Expected volatility
 
27.2
%
 
25.8
%
Risk-free interest rate
 
1.32
%
 
1.96
%
Expected dividend yield
 
7
%
 
6
%
Expected life
 
5.6 years

 
5.0 years

The aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Aggregate intrinsic value of stock options exercised
$
9,926

 
$
1,935

 
$
11,359

 
$
3,847

Cash dividends accrued and paid on RSUs for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cash dividends accrued on RSUs
$
616

 
$
662

 
$
1,247

 
$
1,345

Cash dividends paid on RSUs
196

 
84

 
1,831

 
1,939

The fair value of RSUs vested during the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Fair value of RSUs vested
$
2,807

 
$
2,047

 
$
17,785

 
$
16,073

A summary of RSU activity for the six months ended June 30, 2017 is as follows:
 
RSUs
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2016
1,163,393

 
$
33.21

Granted
584,089

 
36.68

Vested
(497,339
)
 
32.32

Forfeited
(50,356
)
 
34.68

Non-vested at June 30, 2017
1,199,787

 
$
35.21

Cash dividends accrued and paid on PUs for the three and six months ended June 30, 2016 and 2017 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Cash dividends accrued on PUs
$
263

 
$
321

 
$
525

 
$
645

Cash dividends paid on PUs

 

 
645

 
205

The fair value of earned PUs that vested during the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Fair value of earned PUs that vested
$
1,174

 
$

 
$
5,255

 
$
905

A summary of PU activity for the six months ended June 30, 2017 is as follows:
 
Original
PU Awards
 
PU Adjustment(1)
 
Total
PU Awards
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2016
559,340

 
(121,038
)
 
438,302

 
$
33.67

Granted
229,692

 

 
229,692

 
41.93

Vested
(32,776
)
 

 
(32,776
)
 
27.60

Forfeited/Performance or Market Conditions Not Achieved
(9,106
)
 
(129,029
)
 
(138,135
)
 
29.03

Non-vested at June 30, 2017
747,150

 
(250,067
)
 
497,083

 
$
39.17

_______________________________________________________________________________

(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.
The calculation of basic and diluted income (loss) per share for the three and six months ended June 30, 2016 and 2017 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
(Loss) income from continuing operations
$
(14,720
)
 
$
83,148

 
$
48,321

 
$
141,992

Less: Net income (loss) attributable to noncontrolling interests
835

 
2,492

 
1,102

 
2,874

(Loss) income from continuing operations (utilized in numerator of Earnings Per Share calculation)
$
(15,555
)
 
$
80,656

 
$
47,219

 
$
139,118

Income (loss) from discontinued operations, net of tax
$
1,587

 
$
(2,026
)
 
$
1,587

 
$
(2,363
)
Net (loss) income attributable to Iron Mountain Incorporated
$
(13,968
)
 
$
78,630

 
$
48,806

 
$
136,755

 
 
 
 
 
 
 
 
Weighted-average shares—basic
246,387,000

 
264,217,000

 
228,957,000

 
264,036,000

Effect of dilutive potential stock options

 
395,044

 
622,293

 
428,403

Effect of dilutive potential RSUs and PUs

 
318,375

 
450,100

 
405,640

Weighted-average shares—diluted
246,387,000

 
264,930,419

 
230,029,393

 
264,870,043

 
 
 
 
 
 
 
 
(Losses) earnings per share—basic:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.06
)
 
$
0.31

 
$
0.21

 
$
0.53

Income (loss) from discontinued operations, net of tax
0.01

 
(0.01
)
 
0.01

 
(0.01
)
Net (loss) income attributable to Iron Mountain Incorporated(1)
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.52

 
 
 
 
 
 
 
 
(Losses) earnings per share—diluted:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.53

Income (loss) from discontinued operations, net of tax
0.01

 
(0.01
)
 
0.01

 
(0.01
)
Net (loss) income attributable to Iron Mountain Incorporated(1)
$
(0.06
)
 
$
0.30

 
$
0.21

 
$
0.52

 
 
 
 
 
 
 
 
Antidilutive stock options, RSUs and PUs, excluded from the calculation
1,594,475

 
2,701,129

 
2,208,135

 
2,597,692


_______________________________________________________________________________

(1) Columns may not foot due to rounding.
The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and June 30, 2017, respectively, are as follows:
 
 
 
 
Fair Value Measurements at
December 31, 2016 Using
Description
 
Total Carrying
Value at
December 31,
2016
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Time Deposits(1)
 
$
22,240

 
$

 
 
 
$
22,240

 
 
 
$

Trading Securities
 
10,659

 
10,181

 
(2)
 
478

 
(1)
 

 
 
 
 
Fair Value Measurements at
June 30, 2017 Using
Description
 
Total Carrying
Value at
June 30,
2017
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Time Deposits(1)
 
$
43,792

 
$

 
 
 
$
43,792

 
 
 
$

Trading Securities
 
11,031

 
10,766

 
(2)
 
265

 
(1)
 

Derivative Assets(3)
 
2,674

 

 
 
 
2,674

 
 
 

_______________________________________________________________________________

(1)
Time deposits and certain trading securities (included in Prepaid expenses and other in our Condensed Consolidated Balance Sheets) 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)
Derivative assets 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.
The changes in accumulated other comprehensive items, net for the three months ended June 30, 2016 and 2017, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2016
$
(152,160
)
 
$

 
$
(152,160
)
Other comprehensive income (loss):


 
 
 


Foreign currency translation adjustments
2,871

 

 
2,871

Total other comprehensive income (loss)
2,871

 

 
2,871

Balance as of June 30, 2016
$
(149,289
)
 
$

 
$
(149,289
)
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2017
$
(161,239
)
 
$

 
$
(161,239
)
Other comprehensive income (loss):


 


 


Foreign currency translation adjustments(1)
7,649

 

 
7,649

Total other comprehensive income (loss)
7,649

 

 
7,649

Balance as of June 30, 2017
$
(153,590
)
 
$

 
$
(153,590
)
The changes in accumulated other comprehensive items, net for the six months ended June 30, 2016 and 2017, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2015
$
(175,651
)
 
$
734

 
$
(174,917
)
Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
26,362

 

 
26,362

Market value adjustments for securities

 
(734
)
 
(734
)
Total other comprehensive income (loss)
26,362

 
(734
)
 
25,628

Balance as of June 30, 2016
$
(149,289
)
 
$

 
$
(149,289
)


 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2016
$
(212,573
)
 
$

 
$
(212,573
)
Other comprehensive income (loss):


 
 
 


Foreign currency translation adjustments(1)
58,983

 

 
58,983

Total other comprehensive income (loss)
58,983

 

 
58,983

Balance as of June 30, 2017
$
(153,590
)
 
$

 
$
(153,590
)
______________________________________________________________
(1)
During the three and six months ended June 30, 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 10).
Other expense (income), net for the three and six months ended June 30, 2016 and 2017 consists of the following:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Foreign currency transaction losses (gains), net
$
17,193

 
$
20,199

 
$
4,651

 
$
16,035

Debt extinguishment expense
9,283

 

 
9,283

 

Other, net
(835
)
 
(39,565
)
 
(230
)
 
(41,765
)
 
$
25,641

 
$
(19,366
)
 
$
13,704

 
$
(25,730
)
Derivative Instruments and Hedging Activities (Tables)
Foreign exchange gains related to currency translation adjustments
As a result, we recorded the following foreign exchange gains (losses), net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
Foreign exchange gains (losses)
 
$
754

 
$
(7,076
)
 
$
(588
)
 
$
(8,148
)
Less: Tax expense (benefit) on foreign exchange gains (losses)
 

 

 

 

Foreign exchange gains (losses), net of tax
 
$
754

 
$
(7,076
)
 
$
(588
)
 
$
(8,148
)
Acquisitions (Tables)
 
Three Months Ended
June 30, 2016
 
Six Months Ended
 June 30, 2016
Total Revenues
$
948,962

 
$
1,886,914

Income from Continuing Operations
$
20,776

 
$
78,833

Per Share Income from Continuing Operations - Basic
$
0.08

 
$
0.30

Per Share Income from Continuing Operations - Diluted
$
0.08

 
$
0.30

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2017 acquisitions through June 30, 2017 is as follows:

Cash Paid (gross of cash acquired)(1)
 
$
39,740

Fair Value of Noncontrolling Interests
 
1,339

Total Consideration
 
41,079

Fair Value of Identifiable Assets Acquired:
 
 
Cash
 
1,654

Accounts Receivable and Prepaid Expenses
 
2,664

Other Assets
 
1,101

Property, Plant and Equipment(2)
 
12,110

Customer Relationship Intangible Assets(3)
 
20,291

Accounts Payable, Accrued Expenses and Other Liabilities
 
(9,831
)
Deferred Income Taxes
 
(2,738
)
Total Fair Value of Identifiable Net Assets Acquired
 
25,251

Goodwill Initially Recorded(4)
 
$
15,828

_______________________________________________________________________________

(1)
Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2017 is net cash acquired of $1,654 and contingent and other payments, net of $137 related to acquisitions made in previous years.

(2)
Consists primarily of building, building improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report.

(3)
The weighted average lives of customer relationship intangible assets associated with acquisitions in 2017 was 16 years.

(4) The goodwill associated with acquisitions 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.
Debt (Tables)
Long-term debt is as follows:
 
 
December 31, 2016
 
 
June 30, 2017
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
Revolving Credit Facility
 
$
953,548

 
$
(7,530
)
 
$
946,018

 
$
953,548

 
 
$
713,445



$
(6,072
)

$
707,373

 
$
713,445

Term Loan
 
234,375

 

 
234,375

 
234,375

 
 
225,000





225,000

 
225,000

Australian Dollar Term Loan (the "AUD Term Loan")
 
177,198

 
(3,774
)
 
173,424

 
178,923

 
 
186,871



(3,680
)

183,191

 
188,552

6% Senior Notes due 2020 (the "6% Notes due 2020")(1)(2)
 
1,000,000

 
(12,730
)
 
987,270

 
1,052,500

 
 
1,000,000



(11,032
)

988,968

 
1,037,500

43/8% Senior Notes due 2021 (the "43/8% Notes")(1)(2)
 
500,000

 
(7,593
)
 
492,407

 
511,250

 
 
500,000



(6,734
)

493,266

 
518,150

61/8% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3)
 
148,792

 
(1,635
)
 
147,157

 
155,860

 
 
154,052



(1,511
)

152,541

 
159,251

61/8% GBP Senior Notes due 2022 (the "GBP Notes")(2)
 
493,648

 
(6,214
)
 
487,434

 
527,562

 
 
520,108



(5,974
)

514,134

 
548,090

6% Senior Notes due 2023 (the "6% Notes due 2023")(1)
 
600,000

 
(7,322
)
 
592,678

 
637,500

 
 
600,000



(6,773
)

593,227

 
636,000

53/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3)
 
185,990

 
(3,498
)
 
182,492

 
188,780

 
 
192,565



(3,296
)

189,269

 
202,675

53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(1)
 
1,000,000

 
(10,529
)
 
989,471

 
1,027,500

 
 
1,000,000



(9,842
)

990,158

 
1,023,700

3% Euro Senior Notes due 2025 (the "Euro Notes")(1)(2)(4)
 

 

 

 

 
 
342,699



(4,625
)

338,074

 
345,338

53/8% Senior Notes due 2026 (the "53/8% Notes")(2)
 
250,000

 
(4,044
)
 
245,956

 
242,500

 
 
250,000



(3,830
)

246,170

 
263,150

Real Estate Mortgages, Capital Leases and Other
 
478,565

 
(1,277
)
 
477,288

 
478,565

 
 
533,433



(973
)

532,460

 
533,433

Accounts Receivable Securitization Program(5)
 
247,000

 
(384
)
 
246,616

 
247,000

 
 
250,000



(231
)

249,769

 
250,000

Mortgage Securitization Program
 
50,000

 
(1,405
)
 
48,595

 
50,000

 
 
50,000



(1,346
)

48,654

 
50,000

Total Long-term Debt
 
6,319,116

 
(67,935
)
 
6,251,181

 
 

 
 
6,518,173


(65,919
)
 
6,452,254

 
 
Less Current Portion
 
(172,975
)
 

 
(172,975
)
 
 

 
 
(423,500
)

231


(423,269
)
 
 

Long-term Debt, Net of Current Portion
 
$
6,146,141

 
$
(67,935
)
 
$
6,078,206

 
 

 
 
$
6,094,673



$
(65,688
)
 
$
6,028,985

 
 

______________________________________________________________
(1)
Collectively, the "Parent Notes".
(2)
Collectively, the "Unregistered Notes".
(3)
Collectively, the "CAD Notes".
(4)
The fair value (Level 1 of fair value hierarchy described in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report) of the Euro Notes is based upon quoted market prices for the Euro Notes on June 30, 2017.
(5)
Because the Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations under the program become due, this debt is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of June 30, 2017.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2016 and June 30, 2017, respectively, and our leverage ratio under our indentures as of December 31, 2016 and June 30, 2017, respectively, are as follows:
 
December 31, 2016
 
June 30, 2017
 
Maximum/Minimum Allowable
Net total lease adjusted leverage ratio
5.7

 
5.8

 
Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio
2.7

 
2.5

 
Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)
5.2

 
5.6

 
Maximum allowable of 6.5
Fixed charge coverage ratio
2.4

 
2.2

 
Minimum allowable of 1.5
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables)
CONSOLIDATED BALANCE SHEETS
 
December 31, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
2,405

 
$
23,380

 
$
17,110

 
$
193,589

 
$

 
$
236,484

Accounts receivable

 
53,364

 
37,781

 
600,104

 

 
691,249

Intercompany receivable

 
653,008

 
21,114

 

 
(674,122
)
 

Prepaid expenses and other

 
70,660

 
4,967

 
108,776

 
(29
)
 
184,374

Total Current Assets
2,405

 
800,412

 
80,972

 
902,469

 
(674,151
)
 
1,112,107

Property, Plant and Equipment, Net
483

 
1,804,991

 
159,391

 
1,118,461

 

 
3,083,326

Other Assets, Net:
 

 
 

 
 

 
 

 
 

 
 

Long-term notes receivable from affiliates and intercompany receivable
4,014,330

 
1,000

 

 

 
(4,015,330
)
 

Investment in subsidiaries
1,659,518

 
699,411

 
35,504

 
77,449

 
(2,471,882
)
 

Goodwill

 
2,602,784

 
217,422

 
1,084,815

 

 
3,905,021

Other

 
765,698

 
49,570

 
571,078

 

 
1,386,346

Total Other Assets, Net
5,673,848

 
4,068,893

 
302,496

 
1,733,342

 
(6,487,212
)
 
5,291,367

Total Assets
$
5,676,736

 
$
6,674,296

 
$
542,859

 
$
3,754,272

 
$
(7,161,363
)
 
$
9,486,800

Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Intercompany Payable
$
558,492

 
$

 
$

 
$
115,630

 
$
(674,122
)
 
$

Current Portion of Long-Term Debt

 
51,456

 

 
121,548

 
(29
)
 
172,975

Total Other Current Liabilities
58,478

 
488,194

 
40,442

 
286,468

 

 
873,582

Long-Term Debt, Net of Current Portion
3,093,388

 
1,055,642

 
335,410

 
1,593,766

 

 
6,078,206

Long-Term Notes Payable to Affiliates and Intercompany Payable
1,000

 
4,014,330

 

 

 
(4,015,330
)
 

Other Long-term Liabilities

 
127,715

 
54,054

 
188,900

 

 
370,669

Commitments and Contingencies (See Note 8)
 

 
 

 
 

 
 

 
 

 
 

Redeemable Noncontrolling Interests
28,831

 

 

 
25,866

 

 
54,697

Total Iron Mountain Incorporated Stockholders' Equity           
1,936,547

 
936,959

 
112,953

 
1,421,970

 
(2,471,882
)
 
1,936,547

Noncontrolling Interests

 

 

 
124

 

 
124

Total Equity
1,936,547

 
936,959

 
112,953

 
1,422,094

 
(2,471,882
)
 
1,936,671

Total Liabilities and Equity
$
5,676,736

 
$
6,674,296

 
$
542,859

 
$
3,754,272

 
$
(7,161,363
)
 
$
9,486,800

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
 
June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents(1)
$
1,420

 
$
39,397

 
$

 
$
411,752

 
$
(161,550
)
 
$
291,019

Accounts receivable

 
39,560

 
37,700

 
653,106

 

 
730,366

Intercompany receivable

 
785,821

 
66,204

 

 
(852,025
)
 

Prepaid expenses and other
2,674

 
73,310

 
4,131

 
104,405

 
(29
)
 
184,491

Total Current Assets
4,094

 
938,088

 
108,035

 
1,169,263

 
(1,013,604
)
 
1,205,876

Property, Plant and Equipment, Net
394

 
1,840,391

 
159,491

 
1,175,163

 

 
3,175,439

Other Assets, Net:
 

 
 

 
 

 
 

 
 

 
 

Long-term notes receivable from affiliates and intercompany receivable
4,254,773

 
1,000

 

 

 
(4,255,773
)
 

Investment in subsidiaries
1,835,987

 
865,153

 
37,280

 
103,169

 
(2,841,589
)
 

Goodwill

 
2,553,706

 
223,838

 
1,211,218

 

 
3,988,762

Other

 
763,545

 
50,087

 
630,984

 

 
1,444,616

Total Other Assets, Net
6,090,760

 
4,183,404

 
311,205

 
1,945,371

 
(7,097,362
)
 
5,433,378

Total Assets
$
6,095,248

 
$
6,961,883

 
$
578,731

 
$
4,289,797

 
$
(8,110,966
)
 
$
9,814,693

Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

Intercompany Payable
$
625,427

 
$

 
$

 
$
226,598

 
$
(852,025
)
 
$

Debit Balances Under Cash Pools

 
136,379

 

 
25,171

 
(161,550
)
 

Current Portion of Long-Term Debt

 
46,682

 

 
376,616

 
(29
)
 
423,269

Total Other Current Liabilities
203,948

 
465,110

 
46,835

 
335,444

 

 
1,051,337

Long-Term Debt, Net of Current Portion
3,403,693

 
811,881

 
347,793

 
1,465,618

 

 
6,028,985

Long-Term Notes Payable to Affiliates and Intercompany Payable
1,000

 
4,254,773

 

 

 
(4,255,773
)
 

Other Long-term Liabilities

 
144,356

 
43,654

 
197,711

 

 
385,721

Commitments and Contingencies (See Note 8)
 

 
 

 
 

 
 

 
 

 
 

Redeemable Noncontrolling Interests
5,392

 

 

 
62,692

 

 
68,084

Total Iron Mountain Incorporated Stockholders' Equity           
1,855,788

 
1,102,702

 
140,449

 
1,598,438

 
(2,841,589
)
 
1,855,788

Noncontrolling Interests

 

 

 
1,509

 

 
1,509

Total Equity
1,855,788

 
1,102,702

 
140,449

 
1,599,947

 
(2,841,589
)
 
1,857,297

Total Liabilities and Equity
$
6,095,248

 
$
6,961,883

 
$
578,731

 
$
4,289,797

 
$
(8,110,966
)
 
$
9,814,693


______________________________________________________________
(1)
Included within Cash and Cash Equivalents at June 30, 2017 is approximately $29,400 and $140,900 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
334,413

 
$
32,331

 
$
171,938

 
$

 
$
538,682

Service

 
202,866

 
16,907

 
125,293

 

 
345,066

Intercompany revenues

 
1,013

 

 
19,903

 
(20,916
)
 

Total Revenues

 
538,292

 
49,238

 
317,134

 
(20,916
)
 
883,748

Operating Expenses:
 

 
 

 
 

 
 

 
 

 


Cost of sales (excluding depreciation and amortization)

 
222,262

 
6,929

 
166,458

 

 
395,649

Selling, general and administrative
521

 
192,971

 
4,595

 
78,990

 

 
277,077

Intercompany cost of sales

 
3,809

 
16,094

 
1,013

 
(20,916
)
 

Depreciation and amortization
44

 
68,539

 
3,962

 
42,477

 

 
115,022

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(842
)
 

 
216

 

 
(626
)
Total Operating Expenses
565

 
486,739

 
31,580

 
289,154

 
(20,916
)
 
787,122

Operating (Loss) Income
(565
)
 
51,553

 
17,658

 
27,980

 

 
96,626

Interest Expense (Income), Net
28,069

 
(6,071
)
 
11,348

 
41,520

 

 
74,866

Other Expense (Income), Net
50,845

 
716

 
64

 
(25,984
)
 

 
25,641

(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
(79,479
)
 
56,908

 
6,246

 
12,444

 

 
(3,881
)
Provision (Benefit) for Income Taxes

 
7,931

 
2,174

 
734

 

 
10,839

Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(65,511
)
 
(31,494
)
 
(1,315
)
 
(4,707
)
 
103,027

 

(Loss) Income from Continuing Operations
(13,968
)
 
80,471

 
5,387

 
16,417

 
(103,027
)
 
(14,720
)
Income (Loss) from Discontinued Operations

 
890

 
635

 
62

 

 
1,587

Net (Loss) Income
(13,968
)
 
81,361

 
6,022

 
16,479

 
(103,027
)
 
(13,133
)
Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
835

 

 
835

Net (Loss) Income Attributable to Iron Mountain Incorporated
$
(13,968
)
 
$
81,361

 
$
6,022

 
$
15,644

 
$
(103,027
)
 
$
(13,968
)
Net (Loss) Income
$
(13,968
)
 
$
81,361

 
$
6,022

 
$
16,479

 
$
(103,027
)
 
$
(13,133
)
Other Comprehensive (Loss) Income:
 
 
 
 
 
 
 
 
 
 
 
Foreign Currency Translation Adjustments
754

 

 
(4,894
)
 
6,929

 

 
2,789

Equity in Other Comprehensive Income (Loss) of Subsidiaries
2,117

 
(2,569
)
 
(48
)
 
(4,894
)
 
5,394

 

Total Other Comprehensive Income (Loss)
2,871

 
(2,569
)
 
(4,942
)
 
2,035

 
5,394

 
2,789

Comprehensive (Loss) Income
(11,097
)
 
78,792

 
1,080

 
18,514

 
(97,633
)
 
(10,344
)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
753

 

 
753

Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated
$
(11,097
)
 
$
78,792

 
$
1,080

 
$
17,761

 
$
(97,633
)
 
$
(11,097
)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Three Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
360,546

 
$
31,912

 
$
197,781

 
$

 
$
590,239

Service

 
213,665

 
15,675

 
130,227

 

 
359,567

Intercompany revenues

 
1,141

 

 
21,649

 
(22,790
)
 

Total Revenues

 
575,352

 
47,587

 
349,657

 
(22,790
)
 
949,806

Operating Expenses:
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (excluding depreciation and amortization)

 
230,102

 
6,789

 
177,393

 

 
414,284

Selling, general and administrative
273

 
159,577

 
3,796

 
73,799

 

 
237,445

Intercompany cost of sales

 
6,590

 
15,059

 
1,141

 
(22,790
)
 

Depreciation and amortization
43

 
75,129

 
4,309

 
48,618

 

 
128,099

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(246
)
 
4

 
26

 

 
(216
)
Total Operating Expenses
316

 
471,152

 
29,957

 
300,977

 
(22,790
)
 
779,612

Operating (Loss) Income
(316
)
 
104,200

 
17,630

 
48,680

 

 
170,194

Interest Expense (Income), Net
40,377

 
15,637

 
(6,035
)
 
39,987

 

 
89,966

Other Expense (Income), Net
339

 
543

 
(127
)
 
(20,121
)
 

 
(19,366
)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
(41,032
)

88,020


23,792


28,814




99,594

Provision (Benefit) for Income Taxes

 
436

 
10,010

 
7,563

 

 
18,009

Gain on Sale of Real Estate, Net of Tax

 

 

 
(1,563
)
 

 
(1,563
)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(119,662
)
 
(29,962
)
 
(363
)
 
(13,782
)
 
163,769

 

Income (Loss) from Continuing Operations
78,630

 
117,546

 
14,145

 
36,596

 
(163,769
)
 
83,148

Income (Loss) from Discontinued Operations, Net of Tax

 
(1,155
)
 

 
(871
)
 

 
(2,026
)
Net Income (Loss)
78,630

 
116,391

 
14,145

 
35,725

 
(163,769
)
 
81,122

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,492

 

 
2,492

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
78,630

 
$
116,391

 
$
14,145

 
$
33,233

 
$
(163,769
)
 
$
78,630

Net Income (Loss)
$
78,630

 
$
116,391

 
$
14,145

 
$
35,725

 
$
(163,769
)
 
$
81,122

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(7,076
)
 

 
2,704

 
11,910

 

 
7,538

Equity in Other Comprehensive Income (Loss) of Subsidiaries
14,725

 
11,213

 
970

 
2,704

 
(29,612
)
 

Total Other Comprehensive Income (Loss)
7,649

 
11,213

 
3,674

 
14,614

 
(29,612
)
 
7,538

Comprehensive Income (Loss)
86,279

 
127,604

 
17,819

 
50,339

 
(193,381
)
 
88,660

Comprehensive (Loss) Income Attributable to Noncontrolling Interests

 

 

 
2,381

 

 
2,381

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
86,279

 
$
127,604

 
$
17,819

 
$
47,958

 
$
(193,381
)
 
$
86,279


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Six Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
648,032

 
$
59,936

 
$
291,925

 
$

 
$
999,893

Service

 
391,774

 
31,549

 
211,222

 

 
634,545

Intercompany revenues

 
2,026

 

 
37,248

 
(39,274
)
 

Total Revenues

 
1,041,832

 
91,485

 
540,395

 
(39,274
)
 
1,634,438

Operating Expenses:
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (excluding depreciation and amortization)

 
430,416

 
13,719

 
277,619

 

 
721,754

Selling, general and administrative
593

 
342,990

 
7,968

 
133,292

 

 
484,843

Intercompany cost of sales

 
7,163

 
30,085

 
2,026

 
(39,274
)
 

Depreciation and amortization
89

 
125,465

 
7,041

 
69,631

 

 
202,226

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(1,412
)
 
6

 
329

 

 
(1,077
)
Total Operating Expenses
682

 
904,622

 
58,819

 
482,897

 
(39,274
)
 
1,407,746

Operating (Loss) Income
(682
)
 
137,210

 
32,666

 
57,498

 

 
226,692

Interest Expense (Income), Net
68,053

 
(14,580
)
 
21,382

 
67,073

 

 
141,928

Other Expense (Income), Net
51,731

 
4,172

 
44

 
(42,243
)
 

 
13,704

(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
(120,466
)
 
147,618

 
11,240

 
32,668

 

 
71,060

Provision (Benefit) for Income Taxes

 
17,001

 
4,040

 
1,698

 

 
22,739

Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(169,272
)
 
(53,868
)
 
(2,686
)
 
(7,835
)
 
233,661

 

Income (Loss) from Continuing Operations
48,806

 
184,485

 
9,886

 
38,805

 
(233,661
)
 
48,321

Income (Loss) from Discontinued Operations

 
890

 
635

 
62

 

 
1,587

Net Income (Loss)
48,806

 
185,375

 
10,521

 
38,867

 
(233,661
)
 
49,908

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
1,102

 

 
1,102

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
48,806

 
$
185,375

 
$
10,521

 
$
37,765

 
$
(233,661
)
 
$
48,806

Net Income (Loss)
$
48,806

 
$
185,375

 
$
10,521

 
$
38,867

 
$
(233,661
)
 
$
49,908

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(588
)
 

 
(3,105
)
 
30,460

 

 
26,767

Market Value Adjustments for Securities

 
(734
)
 

 

 

 
(734
)
Equity in Other Comprehensive Income (Loss) of Subsidiaries
26,216

 
21,530

 
613

 
(3,105
)
 
(45,254
)
 

Total Other Comprehensive Income (Loss)
25,628

 
20,796

 
(2,492
)
 
27,355

 
(45,254
)
 
26,033

Comprehensive Income (Loss)
74,434

 
206,171

 
8,029

 
66,222

 
(278,915
)
 
75,941

Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
1,507

 

 
1,507

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
74,434

 
$
206,171

 
$
8,029

 
$
64,715

 
$
(278,915
)
 
$
74,434


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Revenues:
 

 
 

 
 

 
 

 
 

 
 

Storage rental
$

 
$
709,897

 
$
63,918

 
$
388,703

 
$

 
$
1,162,518

Service

 
431,874

 
31,725

 
262,565

 

 
726,164

Intercompany revenues

 
2,238

 

 
43,991

 
(46,229
)
 

Total Revenues

 
1,144,009

 
95,643

 
695,259

 
(46,229
)
 
1,888,682

Operating Expenses:
 

 
 

 
 

 
 

 
 

 


Cost of sales (excluding depreciation and amortization)

 
469,431

 
14,339

 
357,221

 

 
840,991

Selling, general and administrative
352

 
322,282

 
7,357

 
147,620

 

 
477,611

Intercompany cost of sales

 
13,196

 
30,795

 
2,238

 
(46,229
)
 

Depreciation and amortization
89

 
151,290

 
8,547

 
92,880

 

 
252,806

(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net

 
(794
)
 
6

 
113

 

 
(675
)
Total Operating Expenses
441

 
955,405

 
61,044

 
600,072

 
(46,229
)
 
1,570,733

Operating (Loss) Income
(441
)
 
188,604

 
34,599

 
95,187

 

 
317,949

Interest Expense (Income), Net
83,161

 
12,358

 
5,635

 
74,867

 

 
176,021

Other Expense (Income), Net
420

 
3,062

 
(154
)
 
(29,058
)
 

 
(25,730
)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
(84,022
)
 
173,184

 
29,118

 
49,378

 

 
167,658

Provision (Benefit) for Income Taxes

 
13,180

 
6,522

 
7,527

 

 
27,229

Gain on Sale of Real Estate, Net of Tax

 

 

 
(1,563
)
 

 
(1,563
)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(220,777
)
 
(53,375
)
 
(520
)
 
(22,596
)
 
297,268

 

Income (Loss) from Continuing Operations
136,755

 
213,379

 
23,116

 
66,010

 
(297,268
)
 
141,992

Income (Loss) from Discontinued Operations, Net of Tax

 
(957
)
 

 
(1,406
)
 

 
(2,363
)
Net Income (Loss)
136,755

 
212,422

 
23,116

 
64,604

 
(297,268
)
 
139,629

Less: Net Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,874

 

 
2,874

Net Income (Loss) Attributable to Iron Mountain Incorporated
$
136,755

 
$
212,422

 
$
23,116

 
$
61,730

 
$
(297,268
)
 
$
136,755

Net Income (Loss)
$
136,755

 
$
212,422

 
$
23,116

 
$
64,604

 
$
(297,268
)
 
$
139,629

Other Comprehensive Income (Loss):
 

 
 

 
 

 
 

 
 

 
 

Foreign Currency Translation Adjustments
(8,148
)
 

 
3,339

 
63,131

 

 
58,322

Equity in Other Comprehensive Income (Loss) of Subsidiaries
67,131

 
39,753

 
1,257

 
3,339

 
(111,480
)
 

Total Other Comprehensive Income (Loss)
58,983

 
39,753

 
4,596

 
66,470

 
(111,480
)
 
58,322

Comprehensive Income (Loss)
195,738

 
252,175

 
27,712

 
131,074

 
(408,748
)
 
197,951

Comprehensive Income (Loss) Attributable to Noncontrolling Interests

 

 

 
2,213

 

 
2,213

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$
195,738

 
$
252,175

 
$
27,712

 
$
128,861

 
$
(408,748
)
 
$
195,738

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended June 30, 2016
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Cash Flows from Operating Activities:
 

 
 

 
 

 
 

 
 

 
 

Cash Flows from Operating Activities—Continuing Operations
$
(107,370
)
 
$
203,158

 
$
23,827

 
$
85,990

 
$

 
$
205,605

Cash Flows from Operating Activities—Discontinued Operations

 
393

 
690

 
62

 

 
1,145

Cash Flows from Operating Activities
$
(107,370
)
 
$
203,551

 
$
24,517

 
$
86,052

 
$

 
$
206,750

Cash Flows from Investing Activities:
 

 
 

 
 

 
 

 
 

 
 

Capital expenditures

 
(102,219
)
 
(1,048
)
 
(60,398
)
 

 
(163,665
)
Cash paid for acquisitions, net of cash acquired

 
4,074

 
(2,381
)
 
(278,246
)
 

 
(276,553
)
Intercompany loans to subsidiaries
(148,811
)
 
(261,681
)
 

 

 
410,492

 

Investment in subsidiaries
(1,585
)
 
(1,585
)
 

 

 
3,170

 

Acquisitions of customer relationships and customer inducements

 
(13,932
)
 

 
(2,814
)
 

 
(16,746
)
Net proceeds from Iron Mountain Divestments (see Note 10)

 
53,950

 

 

 

 
53,950

Proceeds from sales of property and equipment and other, net (including real estate)

 
92

 

 
279

 

 
371

Cash Flows from Investing Activities—Continuing Operations
(150,396
)
 
(321,301
)
 
(3,429
)
 
(341,179
)
 
413,662

 
(402,643
)
Cash Flows from Investing Activities—Discontinued Operations

 

 
90

 

 

 
90

Cash Flows from Investing Activities
(150,396
)
 
(321,301
)
 
(3,339
)
 
(341,179
)
 
413,662

 
(402,553
)
Cash Flows from Financing Activities:
 

 
 

 
 

 
 

 
 

 
 

Repayment of revolving credit, term loan facilities, bridge facilities and other debt
(1,096,706
)
 
(3,554,881
)
 
(861,740
)
 
(1,873,787
)
 

 
(7,387,114
)
Proceeds from revolving credit, term loan facilities, bridge facilities and other debt
1,083,681

 
3,285,876

 
843,281

 
1,973,967

 

 
7,186,805

Net proceeds from sales of senior notes
492,500

 
246,250

 

 

 

 
738,750

Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net

 

 

 
456

 

 
456

Intercompany loans from parent

 
147,470

 
(14,427
)
 
277,449

 
(410,492
)
 

Equity contribution from parent

 
1,585

 

 
1,585

 
(3,170
)
 

Parent cash dividends
(232,596
)
 

 

 

 

 
(232,596
)
Net proceeds (payments) associated with employee
stock-based awards
18,641

 

 

 

 

 
18,641

Excess tax benefit (deficiency) from stock-based compensation
29

 

 

 

 

 
29

Payment of debt financing and stock issuance costs              
(7,532
)
 
(4,500
)
 

 

 

 
(12,032
)
Cash Flows from Financing Activities—Continuing Operations
258,017

 
121,800

 
(32,886
)
 
379,670

 
(413,662
)
 
312,939

Cash Flows from Financing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Financing Activities
258,017

 
121,800

 
(32,886
)
 
379,670

 
(413,662
)
 
312,939

Effect of exchange rates on cash and cash equivalents

 

 
1,842

 
(10,370
)
 

 
(8,528
)
Increase (Decrease) in cash and cash equivalents
251

 
4,050

 
(9,866
)
 
114,173

 

 
108,608

Cash and cash equivalents, beginning of period
151

 
7,803

 
13,182

 
107,245

 

 
128,381

Cash and cash equivalents, end of period
$
402

 
$
11,853

 
$
3,316

 
$
221,418

 
$

 
$
236,989

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Canada
Company
 
Non-
Guarantors
 
Eliminations
 
Consolidated
Cash Flows from Operating Activities:
 

 
 

 
 

 
 

 
 

 
 

Cash Flows from Operating Activities—Continuing Operations
$
(81,406
)
 
$
305,548

 
$
27,976

 
$
69,922

 
$

 
$
322,040

Cash Flows from Operating Activities—Discontinued Operations

 
(957
)
 

 
(1,406
)
 

 
(2,363
)
Cash Flows from Operating Activities
(81,406
)
 
304,591

 
27,976

 
68,516

 

 
319,677

Cash Flows from Investing Activities:
 

 
 

 
 

 
 

 
 

 
 

Capital expenditures

 
(124,559
)
 
(4,171
)
 
(36,477
)
 

 
(165,207
)
Cash paid for acquisitions, net of cash acquired

 
(6,380
)
 

 
(31,843
)
 

 
(38,223
)
Intercompany loans to subsidiaries
(51,119
)
 
(41,642
)
 

 
(474
)
 
93,235

 

Investment in subsidiaries
(16,170
)
 

 

 

 
16,170

 

Acquisitions of customer relationships and customer inducements

 
(26,924
)
 
(410
)
 
(1,176
)
 

 
(28,510
)
Net proceeds from Iron Mountain Divestments (see Note 10)

 

 

 
2,423

 

 
2,423

Proceeds from sales of property and equipment and other, net (including real estate)

 
12,933

 
2

 
(4,388
)
 

 
8,547

Cash Flows from Investing Activities—Continuing Operations
(67,289
)
 
(186,572
)
 
(4,579
)
 
(71,935
)
 
109,405

 
(220,970
)
Cash Flows from Investing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Investing Activities
(67,289
)
 
(186,572
)
 
(4,579
)
 
(71,935
)
 
109,405

 
(220,970
)
Cash Flows from Financing Activities:
 

 
 

 
 

 
 

 
 

 
 

Repayment of revolving credit, term loan facilities and other debt
(262,579
)
 
(3,197,148
)
 
(51
)
 
(2,291,638
)
 

 
(5,751,416
)
Proceeds from revolving credit, term loan facilities and other debt
224,660

 
2,913,810

 

 
2,355,655

 

 
5,494,125

Net proceeds from sales of senior notes
332,683

 

 

 

 

 
332,683

Debit balances (payments) under cash pools

 
136,379

 

 
25,171

 
(161,550
)
 

Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net

 

 

 
10,151

 

 
10,151

Intercompany loans from parent

 
44,957

 
(43,089
)
 
91,367

 
(93,235
)
 

Equity contribution from parent

 

 

 
16,170

 
(16,170
)
 

Parent cash dividends
(147,393
)
 

 

 

 

 
(147,393
)
Net proceeds (payments) associated with employee stock-based awards
810

 

 

 

 

 
810

Payment of debt financing and stock issuance costs              
(471
)
 

 
(73
)
 

 

 
(544
)
Cash Flows from Financing Activities—Continuing Operations
147,710

 
(102,002
)
 
(43,213
)
 
206,876

 
(270,955
)
 
(61,584
)
Cash Flows from Financing Activities—Discontinued Operations

 

 

 

 

 

Cash Flows from Financing Activities
147,710

 
(102,002
)
 
(43,213
)
 
206,876

 
(270,955
)
 
(61,584
)
Effect of exchange rates on cash and cash equivalents

 

 
2,706

 
14,706

 

 
17,412

Increase (Decrease) in cash and cash equivalents
(985
)
 
16,017

 
(17,110
)
 
218,163

 
(161,550
)
 
54,535

Cash and cash equivalents, beginning of period
2,405

 
23,380

 
17,110

 
193,589

 

 
236,484

Cash and cash equivalents, end of period
$
1,420

 
$
39,397

 
$

 
$
411,752

 
$
(161,550
)
 
$
291,019

Segment Information (Tables)
An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows:
 
 
North American
Records and
Information
Management
Business
 
North American
Data
Management
Business
 
Western European Business
 
Other International Business
 
Corporate
and Other
Business
 
Total
Consolidated
For the Three Months Ended June 30, 2016
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
$
481,470

 
$
103,270

 
$
118,198

 
$
165,669

 
$
15,141

 
$
883,748

Depreciation and Amortization
 
57,465

 
6,077

 
15,069

 
25,897

 
10,514

 
115,022

Depreciation
 
47,867

 
5,832

 
11,698

 
18,323

 
9,810

 
93,530

Amortization
 
9,598

 
245

 
3,371

 
7,574

 
704

 
21,492

Adjusted EBITDA
 
189,138

 
57,081

 
33,273

 
41,931

 
(59,989
)
 
261,434

Expenditures for Segment Assets
 
19,872

 
3,750

 
(1,158
)
 
281,589

 
45,461

 
349,514

Capital Expenditures
 
14,734

 
2,302

 
5,978

 
15,380

 
44,419

 
82,813

Cash (Received) Paid for Acquisitions, Net of Cash Acquired (1)
 
(2,546
)
 
(59
)
 
(7,103
)
 
265,879

 
1,042

 
257,213

Acquisitions of Customer Relationships and Customer Inducements
 
7,684

 
1,507

 
(33
)
 
330

 

 
9,488

For the Three Months Ended June 30, 2017
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
509,597

 
105,995

 
121,866

 
192,405

 
19,943

 
949,806

Depreciation and Amortization
 
58,628

 
8,955

 
16,124

 
30,203

 
14,189

 
128,099

Depreciation
 
50,119

 
6,701

 
12,366

 
20,518

 
12,611

 
102,315

Amortization
 
8,509

 
2,254

 
3,758

 
9,685

 
1,578

 
25,784

Adjusted EBITDA
 
220,768

 
56,583

 
36,528

 
56,166

 
(51,991
)
 
318,054

Expenditures for Segment Assets
 
52,640

 
8,132

 
2,079

 
43,084

 
19,213

 
125,148

Capital Expenditures
 
46,235

 
8,132

 
1,723

 
16,702

 
19,213

 
92,005

Cash Paid (Received) for Acquisitions, Net of Cash Acquired
 

 

 

 
26,036

 

 
26,036

Acquisitions of Customer Relationships and Customer Inducements
 
6,405

 

 
356

 
346

 

 
7,107

For the Six Months Ended June 30, 2016
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
926,151

 
199,613

 
212,074

 
267,010

 
29,590

 
1,634,438

Depreciation and Amortization
 
102,815

 
11,747

 
26,320

 
40,183

 
21,161

 
202,226

Depreciation
 
88,122

 
11,254

 
20,369

 
29,225

 
19,950

 
168,920

Amortization
 
14,693

 
493

 
5,951

 
10,958

 
1,211

 
33,306

Adjusted EBITDA
 
365,695

 
110,541

 
65,219

 
63,507

 
(108,382
)
 
496,580

Expenditures for Segment Assets
 
66,538

 
8,577

 
4,902

 
313,745

 
63,202

 
456,964

Capital Expenditures
 
56,822

 
7,129

 
10,037

 
27,542

 
62,135

 
163,665

Cash (Received) Paid for Acquisitions, Net of Cash Acquired (1)
 
(2,676
)
 
(59
)
 
(7,103
)
 
285,349

 
1,042

 
276,553

Acquisitions of Customer Relationships and Customer Inducements
 
12,392

 
1,507

 
1,968

 
854

 
25

 
16,746

For the Six Months Ended June 30, 2017
 
 

 
 

 
 
 
 

 
 

 
 

Total Revenues
 
1,017,194

 
212,945

 
241,938

 
381,646

 
34,959

 
1,888,682

Depreciation and Amortization
 
119,163

 
17,888

 
30,421

 
57,879

 
27,455

 
252,806

Depreciation
 
102,071

 
13,374

 
23,254

 
39,823

 
23,385

 
201,907

Amortization
 
17,092

 
4,514

 
7,167

 
18,056

 
4,070

 
50,899

Adjusted EBITDA
 
430,298

 
112,495

 
70,670

 
111,513

 
(114,348
)
 
610,628

Expenditures for Segment Assets
 
104,528

 
16,869

 
7,104

 
61,704

 
41,735

 
231,940

Capital Expenditures
 
72,813

 
16,869

 
6,621

 
29,169

 
39,735

 
165,207

Cash Paid (Received) for Acquisitions, Net of Cash Acquired
 
4,379

 

 

 
31,844

 
2,000

 
38,223

Acquisitions of Customer Relationships and Customer Inducements
 
27,336

 

 
483

 
691

 

 
28,510

______________________________________________________________
(1)
Cash paid for acquisitions, net of cash acquired for our Other International Business segment for the three and six months ended June 30, 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.
A reconciliation of Adjusted EBITDA to (loss) income from continuing operations on a consolidated basis is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
Adjusted EBITDA
$
261,434

 
$
318,054

 
$
496,580

 
$
610,628

(Add)/Deduct:
 
 
 
 
 
 
 
Gain on Sale of Real Estate, Net of Tax

 
(1,563
)
 

 
(1,563
)
Provision (Benefit) for Income Taxes
10,839

 
18,009

 
22,739

 
27,229

Other Expense (Income), Net
25,641

 
(19,366
)
 
13,704

 
(25,730
)
Interest Expense, Net
74,866

 
89,966

 
141,928

 
176,021

(Gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net
(626
)
 
(216
)
 
(1,077
)
 
(675
)
Depreciation and Amortization
115,022

 
128,099

 
202,226

 
252,806

Recall Costs(1)
50,412

 
19,977

 
68,739

 
40,548

(Loss) Income from Continuing Operations
$
(14,720
)
 
$
83,148

 
$
48,321

 
$
141,992

_______________________________________________________________________________

(1)
Represents operating expenditures associated with the Recall Transaction, including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions ("Recall Costs").
Stockholders' Equity Matters (Tables)
Schedule of dividend declared and payments
In fiscal year 2016 and in the first six months of 2017, our board of directors declared the following dividends:
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
Divestments (Tables)
Disposal Groups, Including Discontinued Operations
The table below summarizes certain results of operations of the Recall Divestments for the three and six months ended June 30, 2016:
 
 
Three Months Ended June 30, 2016
Description
 
Initial
United States Divestments(1)
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total
Total Revenues
 
$

 
$
1,810

 
$
1,888

 
$
311

 
$
4,009

Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 

 
934

 
867

 
75

 
1,876

Provision (Benefit) for Income Taxes
 

 
44


232

 
13

 
289

Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
890

 
$
635

 
$
62

 
$
1,587

 
 
Six Months Ended June 30, 2016
Description
 
Initial
United States Divestments(1)
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Total Revenues
 
$

 
$
1,810

 
$
1,888

 
$
311

 
$
4,009

Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 

 
934

 
867

 
75

 
1,876

Provision (Benefit) for Income Taxes
 

 
44


232

 
13

 
289

Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
890

 
$
635

 
$
62

 
$
1,587

_____________________________________________________________________________

(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 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016, respectively, and the cash flows associated with the Initial United States Divestments are not included in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 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).
The table below summarizes certain results of operations of the Recall Divestments for the three and six months ended June 30, 2017:
 
 
Three Months Ended June 30, 2017
Description
 
Initial
United States Divestments
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 
$

 
$
(1,801
)
 
$
(1,248
)
 
$

 
$
(3,049
)
Provision (Benefit) for Income Taxes
 

 
(646
)

(377
)
 

 
(1,023
)
Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
(1,155
)
 
$
(871
)
 
$

 
$
(2,026
)

 
 
Six Months Ended June 30, 2017
Description
 
Initial
United States Divestments
 
Seattle/Atlanta Divestments
 
Recall Canadian Divestments
 
UK Divestments
 
Total(1)
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
 
$

 
$
(1,562
)
 
$
(1,916
)
 
$

 
$
(3,478
)
Provision (Benefit) for Income Taxes
 

 
(605
)

(510
)
 

 
(1,115
)
Income (Loss) from Discontinued Operations, Net of Tax
 
$

 
$
(957
)
 
$
(1,406
)
 
$

 
$
(2,363
)

_____________________________________________________________________________

(1) During the three and six months ended June 30, 2017, the loss from discontinued operations before benefit for income taxes of $3,049 and $3,478, respectively, was primarily related to costs to provide transition services related to the Recall Divestments.

Recall Costs (Tables)
Recall Costs included in the accompanying Condensed Consolidated Statements of Operations are as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
Cost of sales (excluding depreciation and amortization)
 
$
331

 
$
5,073

 
$
331

 
$
12,960

Selling, general and administrative expenses
 
50,081

 
14,904

 
68,408

 
27,588

Total Recall Costs
 
$
50,412

 
$
19,977

 
$
68,739

 
$
40,548


Recall Costs included in the accompanying Condensed Consolidated Statements of Operations by segment are as follows:
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
North American Records and Information Management Business
 
$
2,794

 
$
6,326

 
$
2,833

 
$
13,625

North American Data Management Business
 
517

 
1,003

 
517

 
1,876

Western European Business
 
3,913

 
2,131

 
4,130

 
5,347

Other International Business
 
5,517

 
1,937

 
5,948

 
3,588

Corporate and Other Business
 
37,671

 
8,580

 
55,311

 
16,112

Total Recall Costs
 
$
50,412

 
$
19,977

 
$
68,739

 
$
40,548

A rollforward of accrued liabilities related to Recall Costs on our Condensed Consolidated Balance Sheets as of December 31, 2016 to June 30, 2017 is as follows:
 
Accrual for Recall Costs
Balance at December 31, 2016
$
4,914

Amounts accrued
16,304

Change in estimates(1)
(230
)
Payments
(10,687
)
Currency translation adjustments
66

Balance at June 30, 2017(2)
$
10,367

_______________________________________________________________________________
(1)
Includes adjustments made to amounts accrued in a prior period.
(2)
Accrued liabilities related to Recall Costs as of June 30, 2017 presented in the table above generally related to employee severance costs and onerous lease liabilities. We expect that the majority of these liabilities will be paid throughout 2017. Additional Recall Costs recorded in our Condensed Consolidated Statement of Operations have either been settled in cash during the six months ended June 30, 2017 or are included in our Condensed Consolidated Balance Sheet as of June 30, 2017 as a component of accounts payable.
Summary of Significant Accounting Policies - (Gain) Loss on Foreign Currency Transactions (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Accounting Policies [Abstract]
 
 
 
 
Total loss on foreign currency transactions
$ 20,199 
$ 17,193 
$ 16,035 
$ 4,651 
Summary of Significant Accounting Policies - Goodwill Narrative (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended
Oct. 1, 2016
Jun. 30, 2017
Russia and Ukraine Divestment
Disposal Group, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Goodwill, Impairment Loss
$ 0 
 
Disposal group, goodwill
 
$ 3,515 
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Value of Goodwill, by Reportable Operating Segment (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Dec. 31, 2016
Goodwill
 
 
Goodwill
$ 3,988,762 
$ 3,905,021 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
4,219,868 
 
Deductible goodwill acquired during the year
2,051 
 
Non-deductible goodwill acquired during the year
13,777 
 
Fair value and other adjustments
5,687 
 
Currency effects
66,674 
 
Ending balance
4,304,542 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
314,847 
 
Currency effects
933 
 
Accumulated amortization. ending balance
315,780 
 
Accumulated goodwill impairment, beginning balance
132,409 
 
Accumulated goodwill impairment, ending balance
132,409 
 
Fair value and other adjustments related to deferred income taxes
5,687 
 
North American Records and Information Management Business
 
 
Goodwill
 
 
Goodwill
2,262,650 
2,280,911 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
2,485,806 
 
Deductible goodwill acquired during the year
409 
 
Non-deductible goodwill acquired during the year
 
Fair value and other adjustments
(24,801)
 
Currency effects
6,374 
 
Ending balance
2,467,788 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
204,895 
 
Currency effects
243 
 
Accumulated amortization. ending balance
205,138 
 
Accumulated goodwill impairment, beginning balance
85,909 
 
Accumulated goodwill impairment, ending balance
85,909 
 
North American Data Management Business
 
 
Goodwill
 
 
Goodwill
508,074 
505,690 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
559,443 
 
Deductible goodwill acquired during the year
 
Non-deductible goodwill acquired during the year
 
Fair value and other adjustments
545 
 
Currency effects
1,900 
 
Ending balance
561,888 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
53,753 
 
Currency effects
61 
 
Accumulated amortization. ending balance
53,814 
 
Accumulated goodwill impairment, beginning balance
 
Accumulated goodwill impairment, ending balance
 
Western European Business
 
 
Goodwill
 
 
Goodwill
381,070 
349,421 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
405,571 
 
Deductible goodwill acquired during the year
 
Non-deductible goodwill acquired during the year
 
Fair value and other adjustments
9,749 
 
Currency effects
22,513 
 
Ending balance
437,833 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
56,150 
 
Currency effects
613 
 
Accumulated amortization. ending balance
56,763 
 
Accumulated goodwill impairment, beginning balance
46,500 
 
Accumulated goodwill impairment, ending balance
46,500 
 
Other International Business
 
 
Goodwill
 
 
Goodwill
810,329 
743,077 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
743,126 
 
Deductible goodwill acquired during the year
925 
 
Non-deductible goodwill acquired during the year
13,777 
 
Fair value and other adjustments
20,194 
 
Currency effects
35,887 
 
Ending balance
810,394 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
49 
 
Currency effects
16 
 
Accumulated amortization. ending balance
65 
 
Accumulated goodwill impairment, beginning balance
 
Accumulated goodwill impairment, ending balance
 
Corporate and Other
 
 
Goodwill
 
 
Goodwill
26,639 
25,922 
Gross amount of goodwill [Roll Forward]
 
 
Beginning balance
25,922 
 
Deductible goodwill acquired during the year
717 
 
Non-deductible goodwill acquired during the year
 
Fair value and other adjustments
 
Currency effects
 
Ending balance
26,639 
 
Goodwill accumulated amortization [Roll Forward]
 
 
Accumulated amortization. beginning balance
 
Currency effects
 
Accumulated amortization. ending balance
 
Accumulated goodwill impairment, beginning balance
 
Accumulated goodwill impairment, ending balance
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
(3,515)
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations |
North American Records and Information Management Business
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations |
North American Data Management Business
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations |
Western European Business
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations |
Other International Business
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
(3,515)
 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations |
Corporate and Other
 
 
Gross amount of goodwill [Roll Forward]
 
 
Disposal Group, Including Discontinued Operation, Goodwill
$ 0 
 
Summary of Significant Accounting Policies - Schedule of Components of Amortizable Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Dec. 31, 2016
Amortizable intangible assets
 
 
 
 
 
Gross carrying amount
$ 1,723,550 
 
$ 1,723,550 
 
$ 1,628,808 
Accumulated amortization
(414,658)
 
(414,658)
 
(359,486)
Net carrying amount
1,308,892 
 
1,308,892 
 
1,269,322 
Amortization of other deferred charges
25,784 
21,492 
50,899 
33,306 
 
Revenue reduction associated with amortization of permanent withdrawal fees
2,748 
3,157 
5,906 
6,100 
 
Customer Relationships and Acquisition Costs
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Gross carrying amount
1,702,665 
 
1,702,665 
 
1,604,020 
Accumulated amortization
(405,650)
 
(405,650)
 
(351,497)
Net carrying amount
1,297,015 
 
1,297,015 
 
1,252,523 
Core Technology
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Gross carrying amount
20,885 
 
20,885 
 
24,788 
Accumulated amortization
(9,008)
 
(9,008)
 
(7,989)
Net carrying amount
$ 11,877 
 
$ 11,877 
 
$ 16,799 
Minimum |
Customer Relationships [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
8 years 
 
 
Minimum |
Initial Costs For Transport Of Boxes [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
8 years 
 
 
Minimum |
Customer Relationships Current Record Management Vendor Or Payments To Customers [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
3 years 
 
 
Minimum |
Other Intangible Assets [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
3 years 
 
 
Maximum |
Customer Relationships [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
30 years 
 
 
Maximum |
Initial Costs For Transport Of Boxes [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
30 years 
 
 
Maximum |
Customer Relationships Current Record Management Vendor Or Payments To Customers [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
15 years 
 
 
Maximum |
Other Intangible Assets [Member]
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
10 years 
 
 
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Employee stock-based awards
 
 
 
 
Weighted Average Common Shares Outstanding-Basic (in shares)
264,217,000 
246,387,000 
264,036,000 
228,957,000 
Stock-based compensation
$ 8,543 
$ 9,028 
$ 15,092 
$ 15,913 
Stock-based compensation expense (income), net of tax
5,945 
7,011 
10,530 
11,925 
Stock-based compensation expense per basic and diluted share (in dollars per share)
$ 0.02 
$ 0.03 
$ 0.04 
$ 0.05 
Excess tax benefits (deficiency) from stock-based compensation
 
 
29 
Certain options as a percentage of total outstanding options
100.00% 
 
100.00% 
 
Summary of option activity
 
 
 
 
Options outstanding balance, end of period (in shares)
4,133,068 
 
4,133,068 
 
Share-Based Compensation, aggregate disclosures
 
 
 
 
Employee stock-based awards, unrecognized compensation costs on nonvested awards
53,729 
 
53,729 
 
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition
 
 
2 years 2 months 1 day 
 
Continuing Operations
 
 
 
 
Employee stock-based awards
 
 
 
 
Stock-based compensation
8,543 
9,028 
15,092 
15,913 
Continuing Operations |
Cost of sales (excluding depreciation and amortization)
 
 
 
 
Employee stock-based awards
 
 
 
 
Stock-based compensation
27 
25 
55 
52 
Continuing Operations |
Selling, general and administrative expenses
 
 
 
 
Employee stock-based awards
 
 
 
 
Stock-based compensation
8,516 
9,003 
15,037 
15,861 
Three year vesting options
 
 
 
 
Employee stock-based awards
 
 
 
 
Certain options as a percentage of total outstanding options
85.70% 
 
85.70% 
 
Summary of option activity
 
 
 
 
Options outstanding balance, end of period (in shares)
3,543,414 
 
3,543,414 
 
Five year vesting options
 
 
 
 
Employee stock-based awards
 
 
 
 
Certain options as a percentage of total outstanding options
12.50% 
 
12.50% 
 
Summary of option activity
 
 
 
 
Options outstanding balance, end of period (in shares)
515,916 
 
515,916 
 
Ten year vesting options
 
 
 
 
Employee stock-based awards
 
 
 
 
Certain options as a percentage of total outstanding options
1.80% 
 
1.80% 
 
Summary of option activity
 
 
 
 
Options outstanding balance, end of period (in shares)
73,738 
 
73,738 
 
Stock Options
 
 
 
 
Employee stock-based awards
 
 
 
 
Weighted average fair value of options granted (in dollars per share)
 
 
$ 4.26 
$ 2.49 
Weighted average assumptions used for grants
 
 
 
 
Expected volatility (as a percent)
 
 
25.80% 
27.20% 
Risk-free interest rate (as a percent)
 
 
1.96% 
1.32% 
Expected dividend yield (as a percent)
 
 
6.00% 
7.00% 
Expected life of the option
 
 
5 years 0 months 1 day 
5 years 6 months 29 days 
Summary of option activity
 
 
 
 
Options outstanding balance, beginning of period (in shares)
 
 
3,451,698 
 
Options granted (in shares)
 
 
1,007,224 
 
Options exercised (in shares)
 
 
(300,271)
 
Options forfeited (in shares)
 
 
(23,802)
 
Options expired (in shares)
 
 
(1,781)
 
Options outstanding balance, end of period (in shares)
4,133,068 
 
4,133,068 
 
Options exercisable balance (in shares)
1,970,057 
 
1,970,057 
 
Options expected to vest (in shares)
2,024,082 
 
2,024,082 
 
Weighted Average Exercise Price
 
 
 
 
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share)
 
 
$ 31.79 
 
Weighted average exercise price, options granted (in dollars per share)
 
 
$ 36.89 
 
Weighted average exercise price, options exercised (in dollars per share)
 
 
$ 22.77 
 
Weighted average exercise price, options forfeited (in dollars per share)
 
 
$ 33.89 
 
Weighted average exercise price, options expired (in dollars per share)
 
 
$ 38.83 
 
Weighted average exercise price, options outstanding balance end of period (in dollars per share)
$ 33.68 
 
$ 33.68 
 
Weighted average exercise price, options exercisable (in dollars per share)
$ 30.68 
 
$ 30.68 
 
Weighted average exercise price, options expected to vest (in dollars per share)
$ 36.41 
 
$ 36.41 
 
Weighted average remaining contractual term
 
 
 
 
Weighted average remaining contractual term, options outstanding
 
 
7 years 5 months 19 days 
 
Weighted average remaining contractual term, options exercisable
 
 
5 years 9 months 11 days 
 
Weighted average remaining contractual term, options expected to vest
 
 
8 years 11 months 27 days 
 
Aggregate intrinsic value
 
 
 
 
Aggregate intrinsic value, options outstanding
13,556 
 
13,556 
 
Aggregate intrinsic value, options exercisable
12,024 
 
12,024 
 
Aggregate intrinsic value, options expected to vest
1,448 
 
1,448 
 
Aggregate intrinsic value of stock options exercised
 
 
 
 
Aggregate intrinsic value of stock options exercised
1,935 
9,926 
3,847 
11,359 
Employee Stock Purchase Plan
 
 
 
 
Employee Stock Purchase Plan
 
 
 
 
Percentage of market price for the purchase of shares
 
 
95.00% 
 
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period
 
 
60,167 
56,662 
Employee stock purchase plan, shares available for grant
667,427 
 
667,427 
 
Performance units
 
 
 
 
Dividends accrued
 
 
 
 
Accrued cash dividends
321 
263 
645 
525 
Cash dividends paid
205 
645 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
 
 
 
 
Non-vested at the beginning of the period (in shares)
 
 
438,302 
 
Granted (in shares)
 
 
229,692 
 
Vested (in shares)
 
 
(32,776)
 
Forfeited (in shares)
 
 
(138,135)
 
Non-vested at the end of the period (in shares)
497,083 
 
497,083 
 
Weighted average grant date fair value
 
 
 
 
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)
 
 
$ 33.67 
 
Weighted average grant date fair value, granted (in dollars per share)
 
 
$ 41.93 
 
Weighted average grant date fair value, vested (in dollars per share)
 
 
$ 27.60 
 
Weighted average grant date fair value, forfeited (in dollars per share)
 
 
$ 29.03 
 
Weighted average grant date fair value, non-vested, end of period (in dollars per share)
$ 39.17 
 
$ 39.17 
 
Total fair value of shares or units vested
1,174 
905 
5,255 
Performance units disclosure
 
 
 
 
Period of anniversary from the date of grant
 
 
3 years 
 
Qualifying age for grant of performance units
 
 
55 years 
 
Qualifying service period
 
 
10 years 
 
Performance units |
PUs granted in 2015
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage of achievement of the predefined revenue and ROIC targets
25.00% 
 
25.00% 
 
Performance units |
Two Thousand Sixteen [Member] [Member]
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage of achievement of the predefined revenue and ROIC targets
100.00% 
 
100.00% 
 
Performance units |
Two Thousand Seventeen [Member]
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage of achievement of the predefined revenue and ROIC targets
100.00% 
 
100.00% 
 
Performance units |
Revenue or revenue growth and return on invested capital
 
 
 
 
Performance units disclosure
 
 
 
 
Performance period
 
 
3 years 
 
Performance units |
Market condition associated with shareholder return of common stock
 
 
 
 
Performance units disclosure
 
 
 
 
Performance period
 
 
3 years 
 
Performance units |
Minimum |
Revenue or revenue growth and return on invested capital
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage payout rate
0.00% 
 
0.00% 
 
Performance units |
Minimum |
Market condition associated with shareholder return of common stock
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage payout rate
0.00% 
 
0.00% 
 
Performance units |
Maximum |
Revenue or revenue growth and return on invested capital
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage payout rate
200.00% 
 
200.00% 
 
Performance units |
Maximum |
Market condition associated with shareholder return of common stock
 
 
 
 
Performance units disclosure
 
 
 
 
Percentage payout rate
200.00% 
 
200.00% 
 
Original PU Awards
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
 
 
 
 
Non-vested at the beginning of the period (in shares)
 
 
559,340 
 
Granted (in shares)
 
 
229,692 
 
Vested (in shares)
 
 
(32,776)
 
Forfeited (in shares)
 
 
(9,106)
 
Non-vested at the end of the period (in shares)
747,150 
 
747,150 
 
PUs Adjustment
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
 
 
 
 
Non-vested at the beginning of the period (in shares)
 
 
(121,038)
 
Granted (in shares)
 
 
 
Vested (in shares)
 
 
 
Forfeited (in shares)
 
 
(129,029)
 
Non-vested at the end of the period (in shares)
(250,067)
 
(250,067)
 
Restricted Stock Units
 
 
 
 
Employee stock-based awards
 
 
 
 
Accrued cash dividends
662 
616 
1,345 
1,247 
Dividends accrued
 
 
 
 
Cash dividends paid
84 
196 
1,939 
1,831 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
 
 
 
 
Non-vested at the beginning of the period (in shares)
 
 
1,163,393 
 
Granted (in shares)
 
 
584,089 
 
Vested (in shares)
 
 
(497,339)
 
Forfeited (in shares)
 
 
(50,356)
 
Non-vested at the end of the period (in shares)
1,199,787 
 
1,199,787 
 
Weighted average grant date fair value
 
 
 
 
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)
 
 
$ 33.21 
 
Weighted average grant date fair value, granted (in dollars per share)
 
 
$ 36.68 
 
Weighted average grant date fair value, vested (in dollars per share)
 
 
$ 32.32 
 
Weighted average grant date fair value, forfeited (in dollars per share)
 
 
$ 34.68 
 
Weighted average grant date fair value, non-vested, end of period (in dollars per share)
$ 35.21 
 
$ 35.21 
 
Total fair value of shares or units vested
$ 2,047 
$ 2,807 
$ 16,073 
$ 17,785 
Restricted Stock Units |
Minimum
 
 
 
 
Employee stock-based awards
 
 
 
 
Award vesting period
 
 
3 years 
 
Restricted Stock Units |
Maximum
 
 
 
 
Employee stock-based awards
 
 
 
 
Award vesting period
 
 
5 years 
 
Summary of Significant Accounting Policies - Income Per Share, Allowance for Doubful Accounts, Income Taxes, and Concentration of Credit Risk (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
bank
Jun. 30, 2016
Jun. 30, 2017
bank
Jun. 30, 2016
Dec. 31, 2016
bank
Dec. 31, 2015
Income (Loss) Per Share-Basic and Diluted
 
 
 
 
 
 
Income (loss) from continuing operations
$ 83,148 
$ (14,720)
$ 141,992 
$ 48,321 
 
 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
2,492 
835 
2,874 
1,102 
 
 
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
80,656 
(15,555)
139,118 
47,219 
 
 
Income (loss) from discontinued operations, net of tax
(2,026)
1,587 
(2,363)
1,587 
 
 
Net income (loss) attributable to Iron Mountain Incorporated
78,630 
(13,968)
136,755 
48,806 
 
 
Weighted-average shares—basic
264,217,000 
246,387,000 
264,036,000 
228,957,000 
 
 
Effect of dilutive potential stock options (in shares)
395,044 
428,403 
622,293 
 
 
Effect of dilutive potential restricted stock, RSUs and PUs (in shares)
318,375 
405,640 
450,100 
 
 
Weighted-average shares—diluted
264,930,419 
246,387,000 
264,870,000 
230,029,000 
 
 
Earnings (Losses) per share-basic:
 
 
 
 
 
 
Income (Loss) from continuing operations (in dollars per share)
$ 0.31 
$ (0.06)
$ 0.53 
$ 0.21 
 
 
Total (loss) income discontinued operations (in dollars per share)
$ (0.01)
$ 0.01 
$ (0.01)
$ 0.01 
 
 
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)
$ 0.30 
$ (0.06)
$ 0.52 
$ 0.21 
 
 
Earnings (Losses) per share-diluted:
 
 
 
 
 
 
Income (Loss) from continuing operations (in dollars per share)
$ 0.30 
$ (0.06)
$ 0.53 
$ 0.21 
 
 
Total (loss) income from discontinued operations (in dollars per share)
$ (0.01)
$ 0.01 
$ (0.01)
$ 0.01 
 
 
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)
$ 0.30 
$ (0.06)
$ 0.52 
$ 0.21 
 
 
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares)
2,701,129 
1,594,475 
2,597,692 
2,208,135 
 
 
Income Taxes:
 
 
 
 
 
 
Effective tax rates (as a percent)
18.10% 
 
16.20% 
32.00% 
 
 
Income (Loss) From Continuing Operations Before Income Taxes, Minority Interest, and (Gain) Loss on Disposition of Real Estate
99,594 
(3,881)
167,658 
71,060 
 
 
Provision (Benefit) for Income Taxes
18,009 
10,839 
27,229 
22,739 
 
 
Federal statutory tax rate (as a percent)
35.00% 
 
35.00% 
35.00% 
 
 
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount
 
 
7,511 
 
 
 
Concentrations of Credit Risk
 
 
 
 
 
 
Number of global banks with cash, cash equivalent and restricted cash held on deposit
 
 
 
Cash and cash equivalents
291,019 
236,989 
291,019 
236,989 
236,484 
128,381 
Money market funds and time deposits
$ 43,792 
 
$ 43,792 
 
$ 22,240 
 
Summary of Significant Accounting Policies - Fair Value Measurements (Details) (Fair value measured on recurring basis, USD $)
In Thousands, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Quoted prices in active markets (Level 1)
 
 
Assets and liabilities carried at fair value measured on a recurring basis
 
 
Time deposits
$ 0 
$ 0 
Trading securities
10,766 
10,181 
Derivatives Asset
 
Significant other observable inputs (Level 2)
 
 
Assets and liabilities carried at fair value measured on a recurring basis
 
 
Time deposits
43,792 
22,240 
Trading securities
265 
478 
Derivatives Asset
2,674 
 
Significant unobservable inputs (Level 3)
 
 
Assets and liabilities carried at fair value measured on a recurring basis
 
 
Time deposits
Trading securities
Derivatives Asset
 
Estimate of Fair Value Measurement [Member]
 
 
Assets and liabilities carried at fair value measured on a recurring basis
 
 
Time deposits
43,792 
22,240 
Trading securities
11,031 
10,659 
Foreign Currency Contract, Asset, Fair Value Disclosure
$ 2,674 
 
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income and Other Expenses (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Accumulated other comprehensive items, net
 
 
 
 
Disposal group, gain on sale of disposal
 
 
$ 38,869 
$ 0 
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance
(161,239)
(152,160)
(212,573)
(174,917)
Other comprehensive loss:
 
 
 
 
Foreign currency translation adjustments
7,649 
2,871 
58,983 
26,362 
Market value adjustments for securities
 
 
 
(734)
Total Other comprehensive (loss) income
7,649 
2,871 
58,983 
25,628 
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance
(153,590)
(149,289)
(153,590)
(149,289)
Total loss on foreign currency transactions
20,199 
17,193 
16,035 
4,651 
Debt extinguishment expense
(9,283)
(9,283)
Other, net
(39,565)
(835)
(41,765)
(230)
Other (Income) Expense, Net
(19,366)
25,641 
(25,730)
13,704 
Russia and Ukraine Divestment |
Disposal Group, Not Discontinued Operations
 
 
 
 
Accumulated other comprehensive items, net
 
 
 
 
Disposal group, cumulative translation adjustment
29,100 
 
29,100 
 
Disposal group, gain on sale of disposal
38,869 
 
38,869 
 
Foreign currency translation adjustments
 
 
 
 
Accumulated other comprehensive items, net
 
 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance
(161,239)
(152,160)
(212,573)
(175,651)
Other comprehensive loss:
 
 
 
 
Foreign currency translation adjustments
7,649 
2,871 
58,983 
26,362 
Market value adjustments for securities
 
 
 
Total Other comprehensive (loss) income
7,649 
2,871 
58,983 
26,362 
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance
(153,590)
(149,289)
(153,590)
(149,289)
Market value adjustments for securities
 
 
 
 
Accumulated other comprehensive items, net
 
 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance
734 
Other comprehensive loss:
 
 
 
 
Foreign currency translation adjustments
Market value adjustments for securities
 
 
 
(734)
Total Other comprehensive (loss) income
(734)
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance
$ 0 
$ 0 
$ 0 
$ 0 
Summary of Significant Accounting Policies - Property, Plant and Equipment and Long-Lived Assets (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Accounting Policies [Abstract]
 
 
 
 
Capitalization of internal use computer software
$ 6,637 
$ 5,135 
$ 11,920 
$ 8,538 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
(216)
(626)
(675)
(1,077)
Proceeds from Sale of Real Estate
12,700 
 
12,700 
 
Gain on Sale of Real Estate, Net of Tax
1,563 
1,563 
Gains (Losses) on Sales of Investment Real Estate
$ 1,563 
 
 
 
Summary of Significant Accounting Policies - Cash dividends on RSUs (Details) (Restricted Stock Units, USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Restricted Stock Units
 
 
 
 
Employee stock-based awards
 
 
 
 
Accrued cash dividends
$ 662 
$ 616 
$ 1,345 
$ 1,247 
Cash dividends paid
$ 84 
$ 196 
$ 1,939 
$ 1,831 
Derivative Instruments and Hedging Activities (Details)
In Thousands, unless otherwise specified
6 Months Ended 6 Months Ended
Jun. 30, 2017
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2017
Net Investment Hedging [Member]
Designated as Hedging Instrument [Member]
USD ($)
Jun. 30, 2017
Senior Notes 4.375 Percent due 2021
Net Investment Hedging [Member]
Designated as Hedging Instrument [Member]
EUR (€)
Jun. 30, 2016
Senior Notes 4.375 Percent due 2021
Net Investment Hedging [Member]
Designated as Hedging Instrument [Member]
EUR (€)
Jun. 30, 2017
Foreign exchange contracts
USD ($)
Jun. 30, 2016
Foreign exchange contracts
USD ($)
Jun. 30, 2017
Foreign exchange contracts
Purchases
CAD ($)
Jun. 30, 2017
Foreign exchange contracts
Purchases
EUR (€)
Dec. 31, 2016
Foreign exchange contracts
Purchases
USD ($)
Jun. 30, 2017
Foreign exchange contracts
Sales
USD ($)
Jun. 30, 2017
Prepaid expenses and other
Foreign exchange contracts
USD ($)
Derivative instruments
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivatives
 
 
 
€ 73,175 
€ 30,102 
 
 
$ 61,000 
€ 135,000 
$ 0 
 
 
Derivative, amount of hedged item
 
 
 
 
 
 
 
 
 
 
199,260 
 
Derivatives Asset
 
 
 
 
 
 
 
 
 
 
 
2,674 
Cash receipts
322,040 
205,605 
 
 
 
893 
 
 
 
 
 
Derivatives used in Net Investment Hedge, Net of Tax
 
 
$ 10,055 
 
 
 
 
 
 
 
 
 
Derivative Instruments and Hedging Activities - Fair Value of Derivatives (Details) (Foreign exchange contracts, Prepaid expenses and other, USD $)
In Thousands, unless otherwise specified
Jun. 30, 2017
Foreign exchange contracts |
Prepaid expenses and other
 
Fair value of derivative instruments
 
Derivatives Asset
$ 2,674 
Acquisitions - Narrative (Details)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 12 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2016
Disposal Group, Held-for-sale, Not Discontinued Operations
Australia Divestment Business And Iron Mountain Canadian Divestments [Member]
USD ($)
Jun. 30, 2016
Disposal Group, Held-for-sale, Not Discontinued Operations
Australia Divestment Business And Iron Mountain Canadian Divestments [Member]
USD ($)
May 2, 2016
Recall Holdings Limited [Member]
USD ($)
Jun. 30, 2017
Recall Holdings Limited [Member]
USD ($)
Apr. 29, 2016
Recall Holdings Limited [Member]
USD ($)
May 2, 2016
Recall Holdings Limited [Member]
Common Stock
Jun. 30, 2016
Recall Holdings Limited [Member]
Common Stock
Dec. 30, 2016
Santa Fe Transaction 2016 [Member]
USD ($)
Dec. 30, 2016
Santa Fe Transaction 2016 [Member]
EUR (€)
Nov. 30, 2016
Santa Fe Transaction 2016 [Member]
region
Dec. 31, 2016
Santa Fe Transaction 2016 [Member]
USD ($)
Dec. 31, 2016
Santa Fe Transaction 2016 [Member]
EUR (€)
Jun. 30, 2017
Santa Fe Transaction 2017 [Member]
USD ($)
Jun. 30, 2017
Santa Fe Transaction 2017 [Member]
EUR (€)
Jun. 30, 2017
Ransa and Depositos Transaction [Member]
USD ($)
acquisition
Jun. 30, 2017
Storage and Records Management Company [Member]
acquisition
Jun. 30, 2017
Art Storage Company [Member]
acquisition
Jun. 30, 2017
Q1 2017 Additional Acquisitions [Member]
USD ($)
Jun. 30, 2017
Q1 2017 Additional Acquisitions [Member]
Minimum
USD ($)
Jun. 30, 2017
Q1 2017 Additional Acquisitions [Member]
Maximum
USD ($)
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash consideration
 
 
 
 
$ 331,800 
 
 
 
 
 
 
 
$ 14,200 
€ 13,500 
 
 
 
 
 
 
 
 
Acquisition, shares of common stock issued
 
 
 
 
 
 
 
50,233,412 
50,233,412 
 
 
 
 
 
 
 
 
 
 
 
 
 
Price per outstanding share
 
 
 
 
 
 
$ 36.53 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration transferred
 
 
 
 
2,166,900 
 
 
 
 
16,000 
15,200 
 
 
 
13,000 
11,700 
14,700 
 
 
13,700 
2,000 
4,400 
Business combination separately recognized transactions expenses and losses recognized, acquisition costs incurred to date
 
 
 
 
 
140,661 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, revenue
4,009 
4,009 
13,351 
26,727 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, operating income
 
 
$ 686 
$ 1,492 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business acquisition, number of regions
 
 
 
 
 
 
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
Acquisitions - Pro Forma Financial Information (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2016
Jun. 30, 2016
Business Combinations [Abstract]
 
 
Total Revenues
$ 948,962 
$ 1,886,914 
Income from Continuing Operations
$ 20,776 
$ 78,833 
Per Share Income from Continuing Operations - Basic
$ 0.08 
$ 0.30 
Per Share Income from Continuing Operations - Diluted
$ 0.08 
$ 0.30 
Acquisitions - Schedule of Purchase Price Allocation (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Dec. 31, 2016
Jun. 30, 2017
Other Fiscal 2017 Year Acquisitions (excluding Recall)
Jun. 30, 2017
Customer Relationships [Member]
Business Acquisition [Line Items]
 
 
 
 
Cash Paid (gross of cash acquired)
 
 
$ 39,740 
 
Fair Value of Noncontrolling Interests
 
 
1,339 
 
Total Consideration
 
 
41,079 
 
Fair Value of Identifiable Assets Acquired:
 
 
 
 
Cash
 
 
1,654 
 
Accounts Receivable and Prepaid Expenses
 
 
2,664 
 
Other Assets
 
 
1,101 
 
Property, Plant and Equipment
 
 
12,110 
 
Customer Relationship Intangible Assets
 
 
20,291 
 
Accounts Payable, Accrued Expenses and Other Liabilities
 
 
9,831 
 
Deferred Income Taxes
 
 
(2,738)
 
Total Fair Value of Identifiable Net Assets Acquired
 
 
25,251 
 
Goodwill
3,988,762 
3,905,021 
15,828 
 
Cash Acquired from Acquisition
 
 
1,654 
 
Payments for (Proceeds from) Previous Acquisition
 
 
$ 137 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
16 years 
Debt Schedule of Long Term Debt (Details)
In Thousands, unless otherwise specified
Jun. 30, 2017
USD ($)
Dec. 31, 2016
USD ($)
Jun. 30, 2017
Revolving Credit Facility
USD ($)
Dec. 31, 2016
Revolving Credit Facility
USD ($)
Jun. 30, 2017
Australian Dollar Term Loan [Member]
USD ($)
Jun. 30, 2017
Australian Dollar Term Loan [Member]
AUD ($)
Dec. 31, 2016
Australian Dollar Term Loan [Member]
USD ($)
Sep. 28, 2016
Australian Dollar Term Loan [Member]
AUD ($)
Jun. 30, 2017
6% Senior Notes due 2020
USD ($)
Dec. 31, 2016
6% Senior Notes due 2020
USD ($)
Jun. 30, 2017
CAD Notes due 2021
USD ($)
Dec. 31, 2016
CAD Notes due 2021
USD ($)
Jun. 30, 2017
Senior Notes 4.375 Percent due 2021
USD ($)
Dec. 31, 2016
Senior Notes 4.375 Percent due 2021
USD ($)
Jun. 30, 2017
GBP Senior Notes 6.125 Percent, Due 2022
USD ($)
Dec. 31, 2016
GBP Senior Notes 6.125 Percent, Due 2022
USD ($)
Jun. 30, 2017
6% Notes
USD ($)
Dec. 31, 2016
6% Notes
USD ($)
Jun. 30, 2017
CAD 5.375 Percent Senior Notes due 2023 [Member]
USD ($)
Dec. 31, 2016
CAD 5.375 Percent Senior Notes due 2023 [Member]
USD ($)
Jun. 30, 2017
The 5 3/4% Notes
USD ($)
Dec. 31, 2016
The 5 3/4% Notes
USD ($)
Jun. 30, 2017
Senior Notes 4.375 Percent due 2021
USD ($)
May 16, 2017
Senior Notes 4.375 Percent due 2021
EUR (€)
Dec. 31, 2016
Senior Notes 4.375 Percent due 2021
USD ($)
Jun. 30, 2017
Senior Notes 5.375 Percent due 2026
USD ($)
Dec. 31, 2016
Senior Notes 5.375 Percent due 2026
USD ($)
Jun. 30, 2017
Accounts Receivable Securitization Program
USD ($)
Dec. 31, 2016
Accounts Receivable Securitization Program
USD ($)
Jun. 30, 2017
Real Estate Mortgages, Capital Leases and Other
USD ($)
Dec. 31, 2016
Real Estate Mortgages, Capital Leases and Other
USD ($)
Jun. 30, 2017
Mortgage Securitization Program [Member]
USD ($)
Dec. 31, 2016
Mortgage Securitization Program [Member]
USD ($)
Jun. 30, 2017
New Credit Agreement
Revolving Credit Facility
USD ($)
Jun. 30, 2017
New Credit Agreement
Term Loan Facility
USD ($)
Dec. 31, 2016
New Credit Agreement
Term Loan Facility
USD ($)
Jul. 2, 2015
New Credit Agreement
Term Loan Facility
USD ($)
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Unamortized Discount
 
 
 
 
$ 1,681 
 
$ 1,725 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Gross
6,518,173 
6,319,116 
713,445 
953,548 
186,871 
 
177,198 
250,000 
1,000,000 
1,000,000 
154,052 
148,792 
500,000 
500,000 
520,108 
493,648 
600,000 
600,000 
192,565 
185,990 
1,000,000 
1,000,000 
342,699 
300,000 
250,000 
250,000 
250,000 
247,000 
533,433 
478,565 
50,000 
50,000 
 
225,000 
234,375 
250,000 
Carrying amount on long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
713,445 
225,000 
 
 
Fair Value
 
 
713,445 
953,548 
188,552 
245,313 
178,923 
 
1,037,500 
1,052,500 
159,251 
155,860 
518,150 
511,250 
548,090 
527,562 
636,000 
637,500 
202,675 
188,780 
1,023,700 
1,027,500 
345,338 
 
263,150 
242,500 
250,000 
247,000 
533,433 
478,565 
50,000 
50,000 
 
225,000 
234,375 
 
Stated interest rate (as a percent)
 
 
 
 
 
 
 
 
6.00% 
6.00% 
6.125% 
6.125% 
4.375% 
4.375% 
6.125% 
6.125% 
6.00% 
6.00% 
5.375% 
5.375% 
5.75% 
5.75% 
3.00% 
 
4.375% 
5.375% 
5.375% 
 
 
 
 
 
 
 
 
 
 
Unamortized Debt Issuance Expense
(65,919)
(67,935)
(6,072)
(7,530)
(3,680)
 
(3,774)
 
(11,032)
(12,730)
(1,511)
(1,635)
(6,734)
(7,593)
(5,974)
(6,214)
(6,773)
(7,322)
(3,296)
(3,498)
(9,842)
(10,529)
(4,625)
 
(3,830)
(4,044)
(231)
(384)
(973)
(1,277)
(1,346)
(1,405)
 
 
Long-term Debt
6,452,254 
6,251,181 
707,373 
946,018 
183,191 
 
173,424 
 
988,968 
987,270 
152,541 
147,157 
493,266 
492,407 
514,134 
487,434 
593,227 
592,678 
189,269 
182,492 
990,158 
989,471 
338,074 
 
246,170 
245,956 
249,769 
246,616 
532,460 
477,288 
48,654 
48,595 
 
225,000 
234,375 
 
Long-term Debt, Gross, Current Maturities
423,500 
172,975 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Debt Issuance Expense, Current
231 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Current Maturities
(423,269)
(172,975)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long Term Debt, Gross, Net of Current Portion
6,094,673 
6,146,141 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Debt Issuance Expense, Net
65,688 
67,935 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Excluding Current Maturities
$ 6,028,985 
$ 6,078,206 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt (Details)
In Thousands, unless otherwise specified
6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended
Jun. 30, 2017
USD ($)
Jun. 30, 2016
USD ($)
Dec. 31, 2016
USD ($)
Jul. 2, 2015
bank
Jun. 30, 2017
New Credit Agreement
Jun. 30, 2017
New Credit Agreement
Minimum
Jun. 30, 2017
New Credit Agreement
Maximum
Jun. 30, 2017
Accounts Receivable Securitization Program
Secured Debt
USD ($)
Mar. 6, 2015
Accounts Receivable Securitization Program
Secured Debt
USD ($)
Jun. 30, 2017
Mortgage Securitization Program [Member]
Secured Debt
USD ($)
Oct. 31, 2016
Mortgage Securitization Program [Member]
Secured Debt
USD ($)
Jun. 30, 2017
QRS Cash Pool [Member]
USD ($)
Jun. 30, 2017
TRS Cash Pool [Member]
USD ($)
Jun. 30, 2017
Credit Agreement
Dec. 31, 2016
Credit Agreement
Jun. 30, 2017
Credit Agreement
Minimum
Jun. 30, 2017
Credit Agreement
Maximum
Jun. 30, 2017
Revolving Credit Facility
USD ($)
Dec. 31, 2016
Revolving Credit Facility
USD ($)
Jun. 30, 2017
Revolving Credit Facility
New Credit Agreement
USD ($)
Jul. 2, 2015
Revolving Credit Facility
New Credit Agreement
USD ($)
Jun. 30, 2017
Revolving Credit Facility
New Credit Agreement
Minimum
Jun. 30, 2017
Revolving Credit Facility
New Credit Agreement
Maximum
Jul. 2, 2015
Term Loan Facility
New Credit Agreement
USD ($)
Jun. 30, 2017
Term Loan Facility
New Credit Agreement
USD ($)
Dec. 31, 2016
Term Loan Facility
New Credit Agreement
USD ($)
Jul. 2, 2015
Term Loan Facility
New Credit Agreement
USD ($)
Jun. 30, 2017
Term Loan Facility
New Credit Agreement
USD
USD ($)
Jun. 30, 2017
Term Loan Facility
New Credit Agreement
EUR
EUR (€)
Jun. 30, 2017
Senior Notes 4.375 Percent due 2021
USD ($)
Jun. 30, 2017
Senior Notes 4.375 Percent due 2021
EUR (€)
May 16, 2017
Senior Notes 4.375 Percent due 2021
EUR (€)
Dec. 31, 2016
Senior Notes 4.375 Percent due 2021
USD ($)
Jun. 30, 2017
Senior Notes 5.375 Percent due 2026
USD ($)
Dec. 31, 2016
Senior Notes 5.375 Percent due 2026
USD ($)
Jun. 30, 2017
CAD 5.375 Percent Senior Notes due 2023 [Member]
USD ($)
Dec. 31, 2016
CAD 5.375 Percent Senior Notes due 2023 [Member]
USD ($)
Sep. 28, 2016
Australian Dollar Term Loan [Member]
USD ($)
Sep. 28, 2016
Australian Dollar Term Loan [Member]
AUD ($)
Jun. 30, 2017
Australian Dollar Term Loan [Member]
USD ($)
Jun. 30, 2017
Australian Dollar Term Loan [Member]
AUD ($)
Dec. 31, 2016
Australian Dollar Term Loan [Member]
USD ($)
Sep. 28, 2016
Australian Dollar Term Loan [Member]
AUD ($)
Sep. 28, 2016
Australian Dollar Term Loan [Member]
BBSY
Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital stock of subsidiaries pledged to secure debt (as a percent)
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
$ 250,000 
 
$ 50,000 
 
 
 
 
 
 
 
 
 
$ 1,750,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Optional additional commitments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
250,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of banks supporting New Credit Agreement
 
 
 
25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of quarterly installments based on the original principal (as a percentage)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,125 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,250 
 
 
 
 
 
Commitment fee percentage
 
 
 
 
 
0.25% 
0.40% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying amount on long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
713,445 
 
 
 
 
225,000 
 
 
552,000 
141,330 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53,623 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period of earnings before interest, taxes, depreciation, amortization and rent expense (EBITDAR) for calculation of remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining amount available for borrowing under credit facility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
982,932 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average interest rate (as a percent)
 
 
 
 
3.20% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.20% 
 
 
 
 
3.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective interest rate (as a percent)
 
 
 
 
 
 
 
2.10% 
 
3.50% 
 
 
 
 
 
 
 
 
 
 
 
2.30% 
5.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.00% 
6.00% 
 
 
 
Debt Instrument, Unamortized Discount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,681 
 
1,725 
 
 
Stated interest rate (as a percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00% 
3.00% 
 
 
5.375% 
5.375% 
5.375% 
5.375% 
 
 
 
 
 
 
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
713,445 
953,548 
 
 
 
 
 
225,000 
234,375 
 
 
 
345,338 
 
 
263,150 
242,500 
202,675 
188,780 
 
 
188,552 
245,313 
178,923 
 
 
Accounts Receivable from Securitization
 
 
 
 
 
 
 
250,000 
 
50,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt covenants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net total lease adjusted leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
5.8 
5.7 
 
6.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net secured debt lease adjusted leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
2.5 
2.7 
 
4.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bond leverage ratio, per indentures
 
 
 
 
 
 
 
 
 
 
 
 
 
5.6 
5.2 
 
6.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed charge coverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
2.2 
2.4 
1.5 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends Limit, Percent
95.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends Limit, Leverage Ratio Trigger
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Gross
6,518,173 
 
6,319,116 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
713,445 
953,548 
 
 
 
 
 
225,000 
234,375 
250,000 
 
 
342,699 
 
300,000 
250,000 
250,000 
192,565 
185,990 
 
 
186,871 
 
177,198 
250,000 
 
Par percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.00% 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.30% 
Net proceeds from sales of senior notes
332,683 
738,750 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
332,683 
296,250 
 
 
 
 
 
 
185,800 
243,750 
 
 
 
 
 
Cash pool agreement, net cash position
 
 
1,700 
 
 
 
 
 
 
 
 
4,600 
4,200 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash pool agreement, gross cash position
 
 
69,500 
 
 
 
 
 
 
 
 
419,300 
209,300 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash pool agreement, outstanding borrowings
 
 
67,800 
 
 
 
 
 
 
 
 
414,700 
205,100 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number Of Cash Pools
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number Of Cash Pools Utilized To Manage Global Liquidity Requirements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Pool Agreement, Borrowings, Maximum
 
 
 
 
 
 
 
 
 
 
 
$ 10,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Covenant Ratios (Details) (Credit Agreement)
Jun. 30, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Net total lease adjusted leverage ratio
5.8 
5.7 
Net secured debt lease adjusted leverage ratio
2.5 
2.7 
Bond leverage ratio, per indentures
5.6 
5.2 
Fixed charge coverage ratio
2.2 
2.4 
Maximum
 
 
Debt Instrument [Line Items]
 
 
Net total lease adjusted leverage ratio
6.5 
 
Net secured debt lease adjusted leverage ratio
4.0 
 
Bond leverage ratio, per indentures
6.5 
 
Minimum
 
 
Debt Instrument [Line Items]
 
 
Fixed charge coverage ratio
1.5 
 
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2017
Dec. 31, 2016
Jun. 30, 2016
Dec. 31, 2015
Current Assets:
 
 
 
 
Cash and Cash Equivalents
$ 291,019 
$ 236,484 
$ 236,989 
$ 128,381 
Accounts Receivable
730,366 
691,249 
 
 
Intercompany Receivable
 
 
Other Current Assets
184,491 
184,374 
 
 
Total Current Assets
1,205,876 
1,112,107 
 
 
Property, Plant and Equipment, Net
3,175,439 
3,083,326 
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
 
 
Investment in Subsidiaries
 
 
Goodwill
3,988,762 
3,905,021 
 
 
Other
1,444,616 
1,386,346 
 
 
Total Other Assets, Net
5,433,378 
5,291,367 
 
 
Total Assets
9,814,693 
9,486,800 
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
 
 
Debit Balances Under Cash Pools
 
 
 
Current Portion of Long-term Debt
423,269 
172,975 
 
 
Total Other Current Liabilities
1,051,337 
873,582 
 
 
Long-term Debt, Net of Current Portion
6,028,985 
6,078,206 
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
 
 
Other Long-term Liabilities
385,721 
370,669 
 
 
Redeemable Noncontrolling Interest
68,084 
54,697 
 
 
Total Iron Mountain Incorporated Stockholders' Equity
1,855,788 
1,936,547 
 
 
Noncontrolling Interests
1,509 
124 
 
 
Total Equity
1,857,297 
1,936,671 
2,246,030 
528,607 
Total Liabilities and Equity
9,814,693 
9,486,800 
 
 
Eliminations
 
 
 
 
Current Assets:
 
 
 
 
Cash and Cash Equivalents
(161,550)
Accounts Receivable
 
 
Intercompany Receivable
(852,025)
(674,122)
 
 
Other Current Assets
(29)
(29)
 
 
Total Current Assets
(1,013,604)
(674,151)
 
 
Property, Plant and Equipment, Net
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
(4,255,773)
(4,015,330)
 
 
Investment in Subsidiaries
(2,841,589)
(2,471,882)
 
 
Goodwill
 
 
Other
 
 
Total Other Assets, Net
(7,097,362)
(6,487,212)
 
 
Total Assets
(8,110,966)
(7,161,363)
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
(852,025)
(674,122)
 
 
Debit Balances Under Cash Pools
(161,550)
 
 
 
Current Portion of Long-term Debt
(29)
(29)
 
 
Total Other Current Liabilities
 
 
Long-term Debt, Net of Current Portion
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
(4,255,773)
(4,015,330)
 
 
Other Long-term Liabilities
 
 
Redeemable Noncontrolling Interest
 
 
Total Iron Mountain Incorporated Stockholders' Equity
(2,841,589)
(2,471,882)
 
 
Noncontrolling Interests
 
 
Total Equity
(2,841,589)
(2,471,882)
 
 
Total Liabilities and Equity
(8,110,966)
(7,161,363)
 
 
Parent |
Reportable legal entities
 
 
 
 
Current Assets:
 
 
 
 
Cash and Cash Equivalents
1,420 
2,405 
402 
151 
Accounts Receivable
 
 
Intercompany Receivable
 
 
Other Current Assets
2,674 
 
 
Total Current Assets
4,094 
2,405 
 
 
Property, Plant and Equipment, Net
394 
483 
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
4,254,773 
4,014,330 
 
 
Investment in Subsidiaries
1,835,987 
1,659,518 
 
 
Goodwill
 
 
Other
 
 
Total Other Assets, Net
6,090,760 
5,673,848 
 
 
Total Assets
6,095,248 
5,676,736 
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
625,427 
558,492 
 
 
Debit Balances Under Cash Pools
 
 
 
Current Portion of Long-term Debt
 
 
Total Other Current Liabilities
203,948 
58,478 
 
 
Long-term Debt, Net of Current Portion
3,403,693 
3,093,388 
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
1,000 
1,000 
 
 
Other Long-term Liabilities
 
 
Redeemable Noncontrolling Interest
5,392 
28,831 
 
 
Total Iron Mountain Incorporated Stockholders' Equity
1,855,788 
1,936,547 
 
 
Noncontrolling Interests
 
 
Total Equity
1,855,788 
1,936,547 
 
 
Total Liabilities and Equity
6,095,248 
5,676,736 
 
 
Guarantors
 
 
 
 
Liabilities and Equity
 
 
 
 
Deposits
29,400 
 
 
 
Guarantors |
Reportable legal entities
 
 
 
 
Current Assets:
 
 
 
 
Cash and Cash Equivalents
39,397 
23,380 
11,853 
7,803 
Accounts Receivable
39,560 
53,364 
 
 
Intercompany Receivable
785,821 
653,008 
 
 
Other Current Assets
73,310 
70,660 
 
 
Total Current Assets
938,088 
800,412 
 
 
Property, Plant and Equipment, Net
1,840,391 
1,804,991 
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
1,000 
1,000 
 
 
Investment in Subsidiaries
865,153 
699,411 
 
 
Goodwill
2,553,706 
2,602,784 
 
 
Other
763,545 
765,698 
 
 
Total Other Assets, Net
4,183,404 
4,068,893 
 
 
Total Assets
6,961,883 
6,674,296 
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
 
 
Debit Balances Under Cash Pools
136,379 
 
 
 
Current Portion of Long-term Debt
46,682 
51,456 
 
 
Total Other Current Liabilities
465,110 
488,194 
 
 
Long-term Debt, Net of Current Portion
811,881 
1,055,642 
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
4,254,773 
4,014,330 
 
 
Other Long-term Liabilities
144,356 
127,715 
 
 
Redeemable Noncontrolling Interest
 
 
Total Iron Mountain Incorporated Stockholders' Equity
1,102,702 
936,959 
 
 
Noncontrolling Interests
 
 
Total Equity
1,102,702 
936,959 
 
 
Total Liabilities and Equity
6,961,883 
6,674,296 
 
 
Canada Company |
Reportable legal entities
 
 
 
 
Current Assets:
 
 
 
 
Cash and Cash Equivalents
17,110 
3,316 
13,182 
Accounts Receivable
37,700 
37,781 
 
 
Intercompany Receivable
66,204 
21,114 
 
 
Other Current Assets
4,131 
4,967 
 
 
Total Current Assets
108,035 
80,972 
 
 
Property, Plant and Equipment, Net
159,491 
159,391 
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
 
 
Investment in Subsidiaries
37,280 
35,504 
 
 
Goodwill
223,838 
217,422 
 
 
Other
50,087 
49,570 
 
 
Total Other Assets, Net
311,205 
302,496 
 
 
Total Assets
578,731 
542,859 
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
 
 
Debit Balances Under Cash Pools
 
 
 
Current Portion of Long-term Debt
 
 
Total Other Current Liabilities
46,835 
40,442 
 
 
Long-term Debt, Net of Current Portion
347,793 
335,410 
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
 
 
Other Long-term Liabilities
43,654 
54,054 
 
 
Redeemable Noncontrolling Interest
 
 
Total Iron Mountain Incorporated Stockholders' Equity
140,449 
112,953 
 
 
Noncontrolling Interests
 
 
Total Equity
140,449 
112,953 
 
 
Total Liabilities and Equity
578,731 
542,859 
 
 
Non-Guarantors
 
 
 
 
Liabilities and Equity
 
 
 
 
Deposits
140,900 
 
 
 
Non-Guarantors |
Reportable legal entities
 
 
 
 
Current Assets:
 
 
 
 
Cash and Cash Equivalents
411,752 
193,589 
221,418 
107,245 
Accounts Receivable
653,106 
600,104 
 
 
Intercompany Receivable
 
 
Other Current Assets
104,405 
108,776 
 
 
Total Current Assets
1,169,263 
902,469 
 
 
Property, Plant and Equipment, Net
1,175,163 
1,118,461 
 
 
Other Assets, Net:
 
 
 
 
Long-term Notes Receivable from Affiliates and Intercompany Receivable
 
 
Investment in Subsidiaries
103,169 
77,449 
 
 
Goodwill
1,211,218 
1,084,815 
 
 
Other
630,984 
571,078 
 
 
Total Other Assets, Net
1,945,371 
1,733,342 
 
 
Total Assets
4,289,797 
3,754,272 
 
 
Liabilities and Equity
 
 
 
 
Intercompany Payable
226,598 
115,630 
 
 
Debit Balances Under Cash Pools
25,171 
 
 
 
Current Portion of Long-term Debt
376,616 
121,548 
 
 
Total Other Current Liabilities
335,444 
286,468 
 
 
Long-term Debt, Net of Current Portion
1,465,618 
1,593,766 
 
 
Long-term Notes Payable to Affiliates and Intercompany Payable
 
 
Other Long-term Liabilities
197,711 
188,900 
 
 
Redeemable Noncontrolling Interest
62,692 
25,866 
 
 
Total Iron Mountain Incorporated Stockholders' Equity
1,598,438 
1,421,970 
 
 
Noncontrolling Interests
1,509 
124 
 
 
Total Equity
1,599,947 
1,422,094 
 
 
Total Liabilities and Equity
$ 4,289,797 
$ 3,754,272 
 
 
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
$ (2,026)
$ 1,587 
$ (2,363)
$ 1,587 
Revenues:
 
 
 
 
Storage Rental
590,239 
538,682 
1,162,518 
999,893 
Service
359,567 
345,066 
726,164 
634,545 
Intercompany Service
Total Revenues
949,806 
883,748 
1,888,682 
1,634,438 
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
414,284 
395,649 
840,991 
721,754 
Selling, General and Administrative
237,445 
277,077 
477,611 
484,843 
Intercompany Service Cost of Sales
Depreciation and Amortization
128,099 
115,022 
252,806 
202,226 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
(216)
(626)
(675)
(1,077)
Total Operating Expenses
779,612 
787,122 
1,570,733 
1,407,746 
Operating Income (Loss)
170,194 
96,626 
317,949 
226,692 
Interest Expense (Income), Net
89,966 
74,866 
176,021 
141,928 
Other (Income) Expense, Net
(19,366)
25,641 
(25,730)
13,704 
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
99,594 
(3,881)
167,658 
71,060 
Provision (Benefit) for Income Taxes
18,009 
10,839 
27,229 
22,739 
Gain on Sale of Real Estate, Net of Tax
(1,563)
(1,563)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(Loss) Income from Continuing Operations
83,148 
(14,720)
141,992 
48,321 
(Loss) Income from Discontinued Operations, Net of Tax
(2,026)
 
(2,363)
1,587 
Net income (loss)
81,122 
(13,133)
139,629 
49,908 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
2,492 
835 
2,874 
1,102 
Net income (loss) attributable to Iron Mountain Incorporated
78,630 
(13,968)
136,755 
48,806 
Net income (loss)
81,122 
(13,133)
139,629 
49,908 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
7,538 
2,789 
58,322 
26,767 
Market Value Adjustments for Securities
 
 
(734)
Equity in Other Comprehensive Income (Loss) of Subsidiaries
Total Other Comprehensive Income (Loss)
7,538 
2,789 
58,322 
26,033 
Comprehensive Income (Loss)
88,660 
(10,344)
197,951 
75,941 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
2,381 
753 
2,213 
1,507 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
86,279 
(11,097)
195,738 
74,434 
Eliminations
 
 
 
 
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
 
 
 
Revenues:
 
 
 
 
Storage Rental
Service
Intercompany Service
(22,790)
(20,916)
(46,229)
(39,274)
Total Revenues
(22,790)
(20,916)
(46,229)
(39,274)
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
Selling, General and Administrative
Intercompany Service Cost of Sales
(22,790)
(20,916)
(46,229)
(39,274)
Depreciation and Amortization
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
Total Operating Expenses
(22,790)
(20,916)
(46,229)
(39,274)
Operating Income (Loss)
Interest Expense (Income), Net
Other (Income) Expense, Net
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
Provision (Benefit) for Income Taxes
Gain on Sale of Real Estate, Net of Tax
 
 
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
163,769 
103,027 
297,268 
233,661 
(Loss) Income from Continuing Operations
(163,769)
(103,027)
(297,268)
(233,661)
(Loss) Income from Discontinued Operations, Net of Tax
 
Net income (loss)
(163,769)
(103,027)
(297,268)
(233,661)
Less: Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to Iron Mountain Incorporated
(163,769)
(103,027)
(297,268)
(233,661)
Net income (loss)
(163,769)
(103,027)
(297,268)
(233,661)
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
Market Value Adjustments for Securities
 
 
 
Equity in Other Comprehensive Income (Loss) of Subsidiaries
(29,612)
5,394 
(111,480)
(45,254)
Total Other Comprehensive Income (Loss)
(29,612)
5,394 
(111,480)
(45,254)
Comprehensive Income (Loss)
(193,381)
(97,633)
(408,748)
(278,915)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
(193,381)
(97,633)
(408,748)
(278,915)
Parent |
Reportable legal entities
 
 
 
 
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
 
 
 
Revenues:
 
 
 
 
Storage Rental
Service
Intercompany Service
Total Revenues
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
Selling, General and Administrative
273 
521 
352 
593 
Intercompany Service Cost of Sales
Depreciation and Amortization
43 
44 
89 
89 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
Total Operating Expenses
316 
565 
441 
682 
Operating Income (Loss)
(316)
(565)
(441)
(682)
Interest Expense (Income), Net
40,377 
28,069 
83,161 
68,053 
Other (Income) Expense, Net
339 
50,845 
420 
51,731 
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
(41,032)
(79,479)
(84,022)
(120,466)
Provision (Benefit) for Income Taxes
Gain on Sale of Real Estate, Net of Tax
 
 
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(119,662)
(65,511)
(220,777)
(169,272)
(Loss) Income from Continuing Operations
78,630 
(13,968)
136,755 
48,806 
(Loss) Income from Discontinued Operations, Net of Tax
 
Net income (loss)
78,630 
(13,968)
136,755 
48,806 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to Iron Mountain Incorporated
78,630 
(13,968)
136,755 
48,806 
Net income (loss)
78,630 
(13,968)
136,755 
48,806 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
(7,076)
754 
(8,148)
(588)
Market Value Adjustments for Securities
 
 
 
Equity in Other Comprehensive Income (Loss) of Subsidiaries
14,725 
2,117 
67,131 
26,216 
Total Other Comprehensive Income (Loss)
7,649 
2,871 
58,983 
25,628 
Comprehensive Income (Loss)
86,279 
(11,097)
195,738 
74,434 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
86,279 
(11,097)
195,738 
74,434 
Guarantors |
Reportable legal entities
 
 
 
 
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
 
890 
 
 
Revenues:
 
 
 
 
Storage Rental
360,546 
334,413 
709,897 
648,032 
Service
213,665 
202,866 
431,874 
391,774 
Intercompany Service
1,141 
1,013 
2,238 
2,026 
Total Revenues
575,352 
538,292 
1,144,009 
1,041,832 
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
230,102 
222,262 
469,431 
430,416 
Selling, General and Administrative
159,577 
192,971 
322,282 
342,990 
Intercompany Service Cost of Sales
6,590 
3,809 
13,196 
7,163 
Depreciation and Amortization
75,129 
68,539 
151,290 
125,465 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
(246)
(842)
(794)
(1,412)
Total Operating Expenses
471,152 
486,739 
955,405 
904,622 
Operating Income (Loss)
104,200 
51,553 
188,604 
137,210 
Interest Expense (Income), Net
15,637 
(6,071)
12,358 
(14,580)
Other (Income) Expense, Net
543 
716 
3,062 
4,172 
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
88,020 
56,908 
173,184 
147,618 
Provision (Benefit) for Income Taxes
436 
7,931 
13,180 
17,001 
Gain on Sale of Real Estate, Net of Tax
 
 
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(29,962)
(31,494)
(53,375)
(53,868)
(Loss) Income from Continuing Operations
117,546 
80,471 
213,379 
184,485 
(Loss) Income from Discontinued Operations, Net of Tax
(1,155)
 
(957)
890 
Net income (loss)
116,391 
81,361 
212,422 
185,375 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to Iron Mountain Incorporated
116,391 
81,361 
212,422 
185,375 
Net income (loss)
116,391 
81,361 
212,422 
185,375 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
Market Value Adjustments for Securities
 
 
 
(734)
Equity in Other Comprehensive Income (Loss) of Subsidiaries
11,213 
(2,569)
39,753 
21,530 
Total Other Comprehensive Income (Loss)
11,213 
(2,569)
39,753 
20,796 
Comprehensive Income (Loss)
127,604 
78,792 
252,175 
206,171 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
127,604 
78,792 
252,175 
206,171 
Canada Company |
Reportable legal entities
 
 
 
 
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
 
635 
 
 
Revenues:
 
 
 
 
Storage Rental
31,912 
32,331 
63,918 
59,936 
Service
15,675 
16,907 
31,725 
31,549 
Intercompany Service
Total Revenues
47,587 
49,238 
95,643 
91,485 
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
6,789 
6,929 
14,339 
13,719 
Selling, General and Administrative
3,796 
4,595 
7,357 
7,968 
Intercompany Service Cost of Sales
15,059 
16,094 
30,795 
30,085 
Depreciation and Amortization
4,309 
3,962 
8,547 
7,041 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
Total Operating Expenses
29,957 
31,580 
61,044 
58,819 
Operating Income (Loss)
17,630 
17,658 
34,599 
32,666 
Interest Expense (Income), Net
(6,035)
11,348 
5,635 
21,382 
Other (Income) Expense, Net
(127)
64 
(154)
44 
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
23,792 
6,246 
29,118 
11,240 
Provision (Benefit) for Income Taxes
10,010 
2,174 
6,522 
4,040 
Gain on Sale of Real Estate, Net of Tax
 
 
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(363)
(1,315)
(520)
(2,686)
(Loss) Income from Continuing Operations
14,145 
5,387 
23,116 
9,886 
(Loss) Income from Discontinued Operations, Net of Tax
 
635 
Net income (loss)
14,145 
6,022 
23,116 
10,521 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to Iron Mountain Incorporated
14,145 
6,022 
23,116 
10,521 
Net income (loss)
14,145 
6,022 
23,116 
10,521 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
2,704 
(4,894)
3,339 
(3,105)
Market Value Adjustments for Securities
 
 
 
Equity in Other Comprehensive Income (Loss) of Subsidiaries
970 
(48)
1,257 
613 
Total Other Comprehensive Income (Loss)
3,674 
(4,942)
4,596 
(2,492)
Comprehensive Income (Loss)
17,819 
1,080 
27,712 
8,029 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
17,819 
1,080 
27,712 
8,029 
Non-Guarantors |
Reportable legal entities
 
 
 
 
Consolidating financial statements
 
 
 
 
Income (Loss) from Discontinued Operations, Net of Tax
 
62 
 
 
Revenues:
 
 
 
 
Storage Rental
197,781 
171,938 
388,703 
291,925 
Service
130,227 
125,293 
262,565 
211,222 
Intercompany Service
21,649 
19,903 
43,991 
37,248 
Total Revenues
349,657 
317,134 
695,259 
540,395 
Operating Expenses:
 
 
 
 
Cost of sales (excluding depreciation and amortization)
177,393 
166,458 
357,221 
277,619 
Selling, General and Administrative
73,799 
78,990 
147,620 
133,292 
Intercompany Service Cost of Sales
1,141 
1,013 
2,238 
2,026 
Depreciation and Amortization
48,618 
42,477 
92,880 
69,631 
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
26 
216 
113 
329 
Total Operating Expenses
300,977 
289,154 
600,072 
482,897 
Operating Income (Loss)
48,680 
27,980 
95,187 
57,498 
Interest Expense (Income), Net
39,987 
41,520 
74,867 
67,073 
Other (Income) Expense, Net
(20,121)
(25,984)
(29,058)
(42,243)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
28,814 
12,444 
49,378 
32,668 
Provision (Benefit) for Income Taxes
7,563 
734 
7,527 
1,698 
Gain on Sale of Real Estate, Net of Tax
(1,563)
 
(1,563)
 
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
(13,782)
(4,707)
(22,596)
(7,835)
(Loss) Income from Continuing Operations
36,596 
16,417 
66,010 
38,805 
(Loss) Income from Discontinued Operations, Net of Tax
(871)
 
(1,406)
62 
Net income (loss)
35,725 
16,479 
64,604 
38,867 
Less: Net Income (Loss) Attributable to Noncontrolling Interests
2,492 
835 
2,874 
1,102 
Net income (loss) attributable to Iron Mountain Incorporated
33,233 
15,644 
61,730 
37,765 
Net income (loss)
35,725 
16,479 
64,604 
38,867 
Other Comprehensive Income (Loss):
 
 
 
 
Foreign Currency Translation Adjustments
11,910 
6,929 
63,131 
30,460 
Market Value Adjustments for Securities
 
 
 
Equity in Other Comprehensive Income (Loss) of Subsidiaries
2,704 
(4,894)
3,339 
(3,105)
Total Other Comprehensive Income (Loss)
14,614 
2,035 
66,470 
27,355 
Comprehensive Income (Loss)
50,339 
18,514 
131,074 
66,222 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
2,381 
753 
2,213 
1,507 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
$ 47,958 
$ 17,761 
$ 128,861 
$ 64,715 
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Cash Flows (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
$ 322,040 
$ 205,605 
Cash Flows from Operating Activities—Discontinued Operations
(2,363)
1,145 
Cash Flows from Operating Activities
319,677 
206,750 
Cash Flows from Investing Activities:
 
 
Capital expenditures
(165,207)
(163,665)
Cash paid for acquisitions, net of cash acquired
(38,223)
(276,553)
Intercompany loans to subsidiaries
Investment in subsidiaries
Acquisitions of customer relationships and customer inducements
28,510 
16,746 
Net proceeds from Iron Mountain Divestments (see Note 10)
2,423 
53,950 
Proceeds from sales of property and equipment and other, net (including real estate)
8,547 
371 
Cash Flows from Investing Activities—Continuing Operations
(220,970)
(402,643)
Cash Flows from Investing Activities—Discontinued Operations
90 
Cash Flows from Investing Activities
(220,970)
(402,553)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(5,751,416)
(7,387,114)
Proceeds from revolving credit, term loan and bridge facilities and other debt
5,494,125 
7,186,805 
Net proceeds from sales of senior notes
332,683 
738,750 
Borrowings under cash pools
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
10,151 
456 
Intercompany loans from parent
Equity contribution from parent
Parent cash dividends
(147,393)
(232,596)
Net proceeds (payments) associated with employee stock-based awards
810 
18,641 
Excess tax benefits (deficiency) from stock-based compensation
29 
Payment of debt financing and stock issuance costs
(544)
(12,032)
Cash Flows from Financing Activities—Continuing Operations
(61,584)
312,939 
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
(61,584)
312,939 
Effect of exchange rates on cash and cash equivalents
17,412 
(8,528)
Increase (Decrease) in cash and cash equivalents
54,535 
108,608 
Cash and cash equivalents, beginning of period
236,484 
128,381 
Cash and cash equivalents, end of period
291,019 
236,989 
Eliminations
 
 
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
Cash Flows from Operating Activities—Discontinued Operations
Cash Flows from Operating Activities
Cash Flows from Investing Activities:
 
 
Capital expenditures
Cash paid for acquisitions, net of cash acquired
Intercompany loans to subsidiaries
93,235 
410,492 
Investment in subsidiaries
16,170 
3,170 
Acquisitions of customer relationships and customer inducements
Net proceeds from Iron Mountain Divestments (see Note 10)
Proceeds from sales of property and equipment and other, net (including real estate)
Cash Flows from Investing Activities—Continuing Operations
109,405 
413,662 
Cash Flows from Investing Activities—Discontinued Operations
Cash Flows from Investing Activities
109,405 
413,662 
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
Proceeds from revolving credit, term loan and bridge facilities and other debt
Net proceeds from sales of senior notes
Borrowings under cash pools
(161,550)
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
Intercompany loans from parent
(93,235)
(410,492)
Equity contribution from parent
(16,170)
(3,170)
Parent cash dividends
Net proceeds (payments) associated with employee stock-based awards
Excess tax benefits (deficiency) from stock-based compensation
 
Payment of debt financing and stock issuance costs
Cash Flows from Financing Activities—Continuing Operations
(270,955)
(413,662)
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
(270,955)
 
Effect of exchange rates on cash and cash equivalents
Increase (Decrease) in cash and cash equivalents
(161,550)
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
(161,550)
Parent |
Reportable legal entities
 
 
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
(81,406)
(107,370)
Cash Flows from Operating Activities—Discontinued Operations
Cash Flows from Operating Activities
(81,406)
(107,370)
Cash Flows from Investing Activities:
 
 
Capital expenditures
Cash paid for acquisitions, net of cash acquired
Intercompany loans to subsidiaries
(51,119)
(148,811)
Investment in subsidiaries
(16,170)
(1,585)
Acquisitions of customer relationships and customer inducements
Net proceeds from Iron Mountain Divestments (see Note 10)
Proceeds from sales of property and equipment and other, net (including real estate)
Cash Flows from Investing Activities—Continuing Operations
(67,289)
(150,396)
Cash Flows from Investing Activities—Discontinued Operations
Cash Flows from Investing Activities
(67,289)
(150,396)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(262,579)
(1,096,706)
Proceeds from revolving credit, term loan and bridge facilities and other debt
224,660 
1,083,681 
Net proceeds from sales of senior notes
332,683 
492,500 
Borrowings under cash pools
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
Intercompany loans from parent
Equity contribution from parent
Parent cash dividends
(147,393)
(232,596)
Net proceeds (payments) associated with employee stock-based awards
810 
18,641 
Excess tax benefits (deficiency) from stock-based compensation
 
29 
Payment of debt financing and stock issuance costs
(471)
(7,532)
Cash Flows from Financing Activities—Continuing Operations
147,710 
258,017 
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
147,710 
 
Effect of exchange rates on cash and cash equivalents
Increase (Decrease) in cash and cash equivalents
(985)
251 
Cash and cash equivalents, beginning of period
2,405 
151 
Cash and cash equivalents, end of period
1,420 
402 
Guarantors |
Reportable legal entities
 
 
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
305,548 
203,158 
Cash Flows from Operating Activities—Discontinued Operations
(957)
393 
Cash Flows from Operating Activities
304,591 
203,551 
Cash Flows from Investing Activities:
 
 
Capital expenditures
(124,559)
(102,219)
Cash paid for acquisitions, net of cash acquired
(6,380)
4,074 
Intercompany loans to subsidiaries
(41,642)
(261,681)
Investment in subsidiaries
(1,585)
Acquisitions of customer relationships and customer inducements
26,924 
13,932 
Net proceeds from Iron Mountain Divestments (see Note 10)
53,950 
Proceeds from sales of property and equipment and other, net (including real estate)
12,933 
92 
Cash Flows from Investing Activities—Continuing Operations
(186,572)
(321,301)
Cash Flows from Investing Activities—Discontinued Operations
Cash Flows from Investing Activities
(186,572)
(321,301)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(3,197,148)
(3,554,881)
Proceeds from revolving credit, term loan and bridge facilities and other debt
2,913,810 
3,285,876 
Net proceeds from sales of senior notes
246,250 
Borrowings under cash pools
136,379 
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
Intercompany loans from parent
44,957 
147,470 
Equity contribution from parent
1,585 
Parent cash dividends
Net proceeds (payments) associated with employee stock-based awards
Excess tax benefits (deficiency) from stock-based compensation
 
Payment of debt financing and stock issuance costs
(4,500)
Cash Flows from Financing Activities—Continuing Operations
(102,002)
121,800 
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
(102,002)
 
Effect of exchange rates on cash and cash equivalents
Increase (Decrease) in cash and cash equivalents
16,017 
4,050 
Cash and cash equivalents, beginning of period
23,380 
7,803 
Cash and cash equivalents, end of period
39,397 
11,853 
Canada Company |
Reportable legal entities
 
 
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
27,976 
23,827 
Cash Flows from Operating Activities—Discontinued Operations
690 
Cash Flows from Operating Activities
27,976 
24,517 
Cash Flows from Investing Activities:
 
 
Capital expenditures
(4,171)
(1,048)
Cash paid for acquisitions, net of cash acquired
(2,381)
Intercompany loans to subsidiaries
Investment in subsidiaries
Acquisitions of customer relationships and customer inducements
410 
Net proceeds from Iron Mountain Divestments (see Note 10)
Proceeds from sales of property and equipment and other, net (including real estate)
Cash Flows from Investing Activities—Continuing Operations
(4,579)
(3,429)
Cash Flows from Investing Activities—Discontinued Operations
90 
Cash Flows from Investing Activities
(4,579)
(3,339)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(51)
(861,740)
Proceeds from revolving credit, term loan and bridge facilities and other debt
843,281 
Net proceeds from sales of senior notes
Borrowings under cash pools
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
Intercompany loans from parent
(43,089)
(14,427)
Equity contribution from parent
Parent cash dividends
Net proceeds (payments) associated with employee stock-based awards
Excess tax benefits (deficiency) from stock-based compensation
 
Payment of debt financing and stock issuance costs
(73)
Cash Flows from Financing Activities—Continuing Operations
(43,213)
(32,886)
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
(43,213)
 
Effect of exchange rates on cash and cash equivalents
2,706 
1,842 
Increase (Decrease) in cash and cash equivalents
(17,110)
(9,866)
Cash and cash equivalents, beginning of period
17,110 
13,182 
Cash and cash equivalents, end of period
3,316 
Non-Guarantors |
Reportable legal entities
 
 
Cash Flows from Operating Activities:
 
 
Cash Flows from Operating Activities—Continuing Operations
69,922 
85,990 
Cash Flows from Operating Activities—Discontinued Operations
(1,406)
62 
Cash Flows from Operating Activities
68,516 
86,052 
Cash Flows from Investing Activities:
 
 
Capital expenditures
(36,477)
(60,398)
Cash paid for acquisitions, net of cash acquired
(31,843)
(278,246)
Intercompany loans to subsidiaries
(474)
Investment in subsidiaries
Acquisitions of customer relationships and customer inducements
1,176 
2,814 
Net proceeds from Iron Mountain Divestments (see Note 10)
2,423 
Proceeds from sales of property and equipment and other, net (including real estate)
(4,388)
279 
Cash Flows from Investing Activities—Continuing Operations
(71,935)
(341,179)
Cash Flows from Investing Activities—Discontinued Operations
Cash Flows from Investing Activities
(71,935)
(341,179)
Cash Flows from Financing Activities:
 
 
Repayment of revolving credit, term loan and bridge facilities and other debt
(2,291,638)
(1,873,787)
Proceeds from revolving credit, term loan and bridge facilities and other debt
2,355,655 
1,973,967 
Net proceeds from sales of senior notes
Borrowings under cash pools
25,171 
 
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
10,151 
456 
Intercompany loans from parent
91,367 
277,449 
Equity contribution from parent
16,170 
1,585 
Parent cash dividends
Net proceeds (payments) associated with employee stock-based awards
Excess tax benefits (deficiency) from stock-based compensation
 
Payment of debt financing and stock issuance costs
Cash Flows from Financing Activities—Continuing Operations
206,876 
379,670 
Cash Flows from Financing Activities—Discontinued Operations
Net Cash Provided by (Used in) Financing Activities
206,876 
 
Effect of exchange rates on cash and cash equivalents
14,706 
(10,370)
Increase (Decrease) in cash and cash equivalents
218,163 
114,173 
Cash and cash equivalents, beginning of period
193,589 
107,245 
Cash and cash equivalents, end of period
$ 411,752 
$ 221,418 
Segment Information - Additional Information (Details)
3 Months Ended
Jun. 30, 2017
segment
Segment Reporting [Abstract]
 
Number of operating segments
Segment Information - Segment Reporting Information by Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Segment information
 
 
 
 
Total Revenues
$ 949,806 
$ 883,748 
$ 1,888,682 
$ 1,634,438 
Depreciation and Amortization
128,099 
115,022 
252,806 
202,226 
Depreciation
102,315 
93,530 
201,907 
168,920 
Amortization
25,784 
21,492 
50,899 
33,306 
Adjusted EBITDA
318,054 
261,434 
610,628 
496,580 
Expenditures for Segment Assets
125,148 
349,514 
231,940 
456,964 
Capital Expenditures
92,005 
82,813 
165,207 
163,665 
Cash Paid for Acquisitions, Net of Cash Acquired
26,036 
257,213 
38,223 
276,553 
Acquisitions of customer relationships and customer inducements
7,107 
9,488 
28,510 
16,746 
North American Records and Information Management business
 
 
 
 
Segment information
 
 
 
 
Total Revenues
509,597 
481,470 
1,017,194 
926,151 
Depreciation and Amortization
58,628 
57,465 
119,163 
102,815 
Depreciation
50,119 
47,867 
102,071 
88,122 
Amortization
8,509 
9,598 
17,092 
14,693 
Adjusted EBITDA
220,768 
189,138 
430,298 
365,695 
Expenditures for Segment Assets
52,640 
19,872 
104,528 
66,538 
Capital Expenditures
46,235 
14,734 
72,813 
56,822 
Cash Paid for Acquisitions, Net of Cash Acquired
(2,546)
4,379 
(2,676)
Acquisitions of customer relationships and customer inducements
6,405 
7,684 
27,336 
12,392 
North American Data Management Business
 
 
 
 
Segment information
 
 
 
 
Total Revenues
105,995 
103,270 
212,945 
199,613 
Depreciation and Amortization
8,955 
6,077 
17,888 
11,747 
Depreciation
6,701 
5,832 
13,374 
11,254 
Amortization
2,254 
245 
4,514 
493 
Adjusted EBITDA
56,583 
57,081 
112,495 
110,541 
Expenditures for Segment Assets
8,132 
3,750 
16,869 
8,577 
Capital Expenditures
8,132 
2,302 
16,869 
7,129 
Cash Paid for Acquisitions, Net of Cash Acquired
(59)
(59)
Acquisitions of customer relationships and customer inducements
1,507 
1,507 
Western European Business
 
 
 
 
Segment information
 
 
 
 
Total Revenues
121,866 
118,198 
241,938 
212,074 
Depreciation and Amortization
16,124 
15,069 
30,421 
26,320 
Depreciation
12,366 
11,698 
23,254 
20,369 
Amortization
3,758 
3,371 
7,167 
5,951 
Adjusted EBITDA
36,528 
33,273 
70,670 
65,219 
Expenditures for Segment Assets
2,079 
(1,158)
7,104 
4,902 
Capital Expenditures
1,723 
5,978 
6,621 
10,037 
Cash Paid for Acquisitions, Net of Cash Acquired
(7,103)
(7,103)
Acquisitions of customer relationships and customer inducements
356 
(33)
483 
1,968 
Other International Business
 
 
 
 
Segment information
 
 
 
 
Total Revenues
192,405 
165,669 
381,646 
267,010 
Depreciation and Amortization
30,203 
25,897 
57,879 
40,183 
Depreciation
20,518 
18,323 
39,823 
29,225 
Amortization
9,685 
7,574 
18,056 
10,958 
Adjusted EBITDA
56,166 
41,931 
111,513 
63,507 
Expenditures for Segment Assets
43,084 
281,589 
61,704 
313,745 
Capital Expenditures
16,702 
15,380 
29,169 
27,542 
Cash Paid for Acquisitions, Net of Cash Acquired
26,036 
265,879 
31,844 
285,349 
Acquisitions of customer relationships and customer inducements
346 
330 
691 
854 
Corporate and Other
 
 
 
 
Segment information
 
 
 
 
Total Revenues
19,943 
15,141 
34,959 
29,590 
Depreciation and Amortization
14,189 
10,514 
27,455 
21,161 
Depreciation
12,611 
9,810 
23,385 
19,950 
Amortization
1,578 
704 
4,070 
1,211 
Adjusted EBITDA
(51,991)
(59,989)
(114,348)
(108,382)
Expenditures for Segment Assets
19,213 
45,461 
41,735 
63,202 
Capital Expenditures
19,213 
44,419 
39,735 
62,135 
Cash Paid for Acquisitions, Net of Cash Acquired
1,042 
2,000 
1,042 
Acquisitions of customer relationships and customer inducements
$ 0 
$ 0 
$ 0 
$ 25 
Segment Information - Reconciliation to Income from Continuing Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Reconciliation of Adjusted EBITDA to income from continuing operations
 
 
 
 
Adjusted EBITDA
$ 318,054 
$ 261,434 
$ 610,628 
$ 496,580 
Provision (Benefit) for Income Taxes
18,009 
10,839 
27,229 
22,739 
Less: Depreciation and Amortization
128,099 
115,022 
252,806 
202,226 
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
(216)
(626)
(675)
(1,077)
(Loss) Income from Continuing Operations
83,148 
(14,720)
141,992 
48,321 
Interest Expense (Income), Net
89,966 
74,866 
176,021 
141,928 
Other Expense (Income), Net
(19,366)
25,641 
(25,730)
13,704 
Gain on Sale of Real Estate, Net of Tax
(1,563)
(1,563)
Recall Holdings Limited [Member]
 
 
 
 
Reconciliation of Adjusted EBITDA to income from continuing operations
 
 
 
 
Recall Costs
$ 19,977 
$ 50,412 
$ 40,548 
$ 68,739 
Commitments and Contingencies (Details)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Buenos Aires, Argentina
Jun. 30, 2017
Insurance Settlement
USD ($)
Jun. 30, 2017
Italy Fire
EUR (€)
lawsuit
customer
Jun. 30, 2017
Brooklyn Fire
claim
Jan. 31, 2015
Brooklyn Fire
customer
box
Commitments and Contingencies
 
 
 
 
 
Reasonably possible additional losses
 
$ 18,000 
 
 
 
Number of customer lawsuits
 
 
 
 
Number of customer lawsuits settled
 
 
 
 
Loss Contingency, Pending Claims, Number
 
 
 
Loss Contingency, Damages Sought, Value
 
 
€ 42,600 
 
 
Maximum facility revenue as a percentage of consolidated revenues
0.50% 
 
 
 
 
Loss Contingency, Number Customer-Owned Items Lost
 
 
 
 
900,000 
Loss Contingency, Number Of Customers Impacted
 
 
 
 
1,200 
Stockholders' Equity Matters - Dividends Declared (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended
May 24, 2017
Apr. 3, 2017
Feb. 15, 2017
Dec. 30, 2016
Oct. 31, 2016
Sep. 30, 2016
Jul. 27, 2016
Jun. 24, 2016
May 25, 2016
Mar. 21, 2016
Feb. 17, 2016
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Jul. 3, 2017
Subsequent Event
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends Declared per Common Share (in dollars per share)
$ 0.55 
 
$ 0.55 
 
$ 0.55 
 
$ 0.485 
 
$ 0.4850 
 
$ 0.4850 
$ 0.5504 
$ 0.5174 
$ 1.1008 
$ 1.0051 
 
Dividends, Common Stock
 
$ 145,235 
 
$ 145,006 
 
$ 127,737 
 
$ 127,469 
 
$ 102,651 
 
 
 
$ 291,729 
$ 231,512 
$ 145,417 
Divestments - (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2017
USD ($)
Jun. 30, 2016
USD ($)
May 4, 2016
Initial United States Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
Jun. 30, 2016
Initial United States Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
Jun. 30, 2016
Initial United States Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
Jun. 30, 2017
Initial United States Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
May 4, 2016
Initial United States Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
Dec. 29, 2016
ARKIVE, Inc. Sale
Discontinued Operations, Disposed of by Sale
USD ($)
Dec. 29, 2016
ARKIVE, Inc. Sale
Discontinued Operations, Disposed of by Sale
USD ($)
Oct. 31, 2016
Australia Divestment Business
Disposed of by Sale, Not Discontinued Operations
AUD ($)
Oct. 31, 2016
Australia Divestment Business
Disposed of by Sale, Not Discontinued Operations
USD ($)
Oct. 31, 2016
Australia Divestment Business
Disposed of by Sale, Not Discontinued Operations
AUD ($)
Dec. 9, 2016
UK Divestments
Discontinued Operations, Disposed of by Sale
USD ($)
Dec. 9, 2016
UK Divestments
Discontinued Operations, Disposed of by Sale
GBP (£)
Jun. 30, 2016
UK Divestments
Discontinued Operations, Held-for-sale
USD ($)
Jun. 30, 2016
UK Divestments
Discontinued Operations, Held-for-sale
USD ($)
May 30, 2017
Russia and Ukraine Divestment
Disposal Group, Not Discontinued Operations
Jun. 30, 2017
Russia and Ukraine Divestment
Disposal Group, Not Discontinued Operations
USD ($)
Jun. 30, 2017
Russia and Ukraine Divestment
Disposal Group, Not Discontinued Operations
USD ($)
Jun. 30, 2016
Seattle/Atlanta Divestments
Discontinued Operations, Held-for-sale
USD ($)
Jun. 30, 2016
Seattle/Atlanta Divestments
Discontinued Operations, Held-for-sale
USD ($)
Jun. 30, 2016
Recall Canadian Divestments
Discontinued Operations, Held-for-sale
USD ($)
Jun. 30, 2016
Recall Canadian Divestments
Discontinued Operations, Held-for-sale
USD ($)
Jun. 30, 2017
Other Assets
Russia and Ukraine Divestment
Disposal Group, Not Discontinued Operations
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
$ 4,009 
 
$ 4,009 
 
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
$ 311 
$ 311 
 
 
 
$ 1,810 
$ 1,810 
$ 1,888 
$ 1,888 
 
Disposal, consideration
 
 
 
 
 
 
 
80,000 
 
50,000 
 
53,200 
70,000 
2,200 
1,800 
 
 
 
 
 
 
 
 
 
 
Cash proceeds from divestment
 
2,423 
53,950 
55,000 
 
 
 
 
45,000 
 
35,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, contingent receivable
 
 
 
 
 
 
 
25,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, contingent consideration receivable, net of adjustments
 
 
 
 
 
 
 
21,400 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, contingent consideration receivable, fair value adjustment
 
 
 
 
 
 
 
2,200 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, contingent consideration receivable, present value adjustment
 
 
 
 
 
 
 
1,400 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nontrade receivables
 
 
 
 
 
 
22,100 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal group, equity interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
Disposal group, gain on sale of disposal
 
38,869 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38,869 
38,869 
 
 
 
 
 
Disposal group, goodwill
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,515 
3,515 
 
 
 
 
 
Disposal group, cumulative translation adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29,100 
29,100 
 
 
 
 
 
Equity method investment, fair value
18,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,000 
Amount of consideration received
 
 
 
 
 
 
 
 
 
 
$ 35,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of consideration received, state interest rate
 
 
 
 
 
 
 
 
 
 
 
3.30% 
3.30% 
 
 
 
 
 
 
 
 
 
 
 
 
Divestments - Results of Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
$ 4,009 
 
$ 4,009 
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
(3,049)
1,876 
(3,478)
1,876 
Provision (Benefit) for Income Taxes
(1,023)
289 
(1,115)
289 
Income (Loss) from Discontinued Operations, Net of Tax
(2,026)
1,587 
(2,363)
1,587 
Initial United States Divestments |
Discontinued Operations, Disposed of by Sale
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
 
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
Provision (Benefit) for Income Taxes
Income (Loss) from Discontinued Operations, Net of Tax
Seattle/Atlanta Divestments |
Discontinued Operations, Held-for-sale
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
1,810 
 
1,810 
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
(1,801)
934 
(1,562)
934 
Provision (Benefit) for Income Taxes
(646)
44 
(605)
44 
Income (Loss) from Discontinued Operations, Net of Tax
(1,155)
890 
(957)
890 
Recall Canadian Divestments |
Discontinued Operations, Held-for-sale
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
1,888 
 
1,888 
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
(1,248)
867 
(1,916)
867 
Provision (Benefit) for Income Taxes
(377)
232 
(510)
232 
Income (Loss) from Discontinued Operations, Net of Tax
(871)
635 
(1,406)
635 
UK Divestments |
Discontinued Operations, Held-for-sale
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
311 
 
311 
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes
75 
75 
Provision (Benefit) for Income Taxes
13 
13 
Income (Loss) from Discontinued Operations, Net of Tax
$ 0 
$ 62 
$ 0 
$ 62 
Recall Costs (Details) (Recall Holdings Limited [Member], USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2017
Dec. 31, 2016
Recall Holdings Limited [Member]
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
Restructuring Reserve
$ 10,367 
$ 4,914 
Restructuring Accruals
16,304 
 
Restructuring Reserve, Accrual Adjustment
(230)
 
Payments for Restructuring
(10,687)
 
Restructuring Reserve, Foreign Currency Translation Gain (Loss)
$ 66 
 
Recall Costs - Recall Costs Included in Statements of Operations (Details) (Recall Holdings Limited [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
$ 19,977 
$ 50,412 
$ 40,548 
$ 68,739 
Cost of sales (excluding depreciation and amortization)
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
5,073 
331 
12,960 
331 
Selling, general and administrative expenses
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
$ 14,904 
$ 50,081 
$ 27,588 
$ 68,408 
Recall Costs - Recall Costs by Segment (Details) (Recall Holdings Limited [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
$ 19,977 
$ 50,412 
$ 40,548 
$ 68,739 
North American Records and Information Management business
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
6,326 
2,794 
13,625 
2,833 
North American Data Management Business
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
1,003 
517 
1,876 
517 
Western European Business
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
2,131 
3,913 
5,347 
4,130 
Other International Business
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
1,937 
5,517 
3,588 
5,948 
Corporate and Other
 
 
 
 
Business Combination, Separately Recognized Transactions [Line Items]
 
 
 
 
Total Recall Costs
$ 8,580 
$ 37,671 
$ 16,112 
$ 55,311 
Subsequent Event (Details)
In Thousands, unless otherwise specified
0 Months Ended
Jul. 5, 2017
Fileminders Ltd [Member]
USD ($)
Jul. 5, 2017
Fileminders Ltd [Member]
EUR (€)
Jul. 27, 2017
FORTRUST [Member]
Subsequent Event
USD ($)
Subsequent Event [Line Items]
 
 
 
Consideration transferred
$ 28,500 
€ 24,900 
$ 128,000 
Payments to acquire business (approximately)
 
 
$ 54,500