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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 12 Months Ended
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Dec. 31, 2018
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, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes due 2023, GBP Notes due 2025 and the 5 3/8% Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes due 2023, which were issued by Canada Company, the GBP Notes due 2025, which were issued by IM UK, and the 5 3/8% Notes, which were issued by IM US Holdings. Canada Company and IM UK do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes due 2023, the GBP Notes due 2025 and the 5 3/8% Notes are referred to below as the Non-Guarantors. As discussed below, the results of the Non-Guarantors for 2016 exclude the results of Canada Company, as those are presented in a separate column. The CAD Notes due 2021 were issued by Canada Company and registered under the Securities Act of 1933, as amended (the “Securities Act”). The CAD Notes due 2023 have not been registered under the Securities Act, or under the securities laws of any other jurisdiction. We redeemed the CAD Notes due 2021 in August 2017 and, therefore, as of December 31, 2017, Canada Company had no outstanding debt registered under the Securities Act that would require the presentation of Canada Company on a standalone basis in the accompanying consolidating financial statements. Accordingly, (i) the assets, liabilities and equity of Canada Company are presented as a component of the Non-Guarantor subsidiaries in the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2018, (ii) the revenues, expenses and other comprehensive income (loss) of Canada Company are presented as a component of the Non-Guarantor subsidiaries in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2017 and 2018, and (iii) the operating, investing and financing cash flows for Canada Company are presented as a component of the Non-Guarantor subsidiaries in the Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2018. 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 Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below 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. CONSOLIDATED BALANCE SHEETS
| December 31, 2017
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) | $ | 2,433 |  |  | $ | 634,317 |  |  | $ | 383,675 |  |  | $ | (94,726 | ) |  | $ | 925,699 |
Accounts receivable | — |  |  | 32,972 |  |  | 802,770 |  |  | — |  |  | 835,742 |
Intercompany receivable | 332,293 |  |  | 149,731 |  |  | — |  |  | (482,024 | ) |  | — |
Prepaid expenses and other | 1,579 |  |  | 103,643 |  |  | 83,681 |  |  | (29 | ) |  | 188,874 |
Total Current Assets | 336,305 |  |  | 920,663 |  |  | 1,270,126 |  |  | (576,779 | ) |  | 1,950,315 |
Property, Plant and Equipment, Net | 316 |  |  | 2,030,875 |  |  | 1,386,488 |  |  | — |  |  | 3,417,679 |
Other Assets, Net: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term notes receivable from affiliates and intercompany receivable | 4,578,995 |  |  | — |  |  | — |  |  | (4,578,995 | ) |  | — |
Investment in subsidiaries | 1,858,045 |  |  | 885,999 |  |  | — |  |  | (2,744,044 | ) |  | — |
Goodwill | — |  |  | 2,577,310 |  |  | 1,492,957 |  |  | — |  |  | 4,070,267 |
Other | — |  |  | 796,913 |  |  | 737,228 |  |  | — |  |  | 1,534,141 |
Total Other Assets, Net | 6,437,040 |  |  | 4,260,222 |  |  | 2,230,185 |  |  | (7,323,039 | ) |  | 5,604,408 |
Total Assets | $ | 6,773,661 |  |  | $ | 7,211,760 |  |  | $ | 4,886,799 |  |  | $ | (7,899,818 | ) |  | $ | 10,972,402 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intercompany Payable | $ | — |  |  | $ | — |  |  | $ | 482,024 |  |  | $ | (482,024 | ) |  | $ | — |
Debit Balances Under Cash Pool | — |  |  | 56,233 |  |  | 38,493 |  |  | (94,726 | ) |  | — |
Current Portion of Long-term Debt | — |  |  | 54,247 |  |  | 92,082 |  |  | (29 | ) |  | 146,300 |
Total Other Current Liabilities | 235,062 |  |  | 527,549 |  |  | 421,262 |  |  | — |  |  | 1,183,873 |
Long-term Debt, Net of Current Portion | 4,232,759 |  |  | 758,166 |  |  | 1,906,046 |  |  | — |  |  | 6,896,971 |
Long-term Notes Payable to Affiliates and Intercompany Payable | — |  |  | 4,578,995 |  |  | — |  |  | (4,578,995 | ) |  | — |
Other Long-term Liabilities | — |  |  | 113,024 |  |  | 241,974 |  |  | — |  |  | 354,998 |
Commitments and Contingencies (see Note 10) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Redeemable Noncontrolling Interests (see Note 2.v.) | 8,402 |  |  | — |  |  | 83,016 |  |  | — |  |  | 91,418 |
Total Iron Mountain Incorporated Stockholders' Equity | 2,297,438 |  |  | 1,123,546 |  |  | 1,620,498 |  |  | (2,744,044 | ) |  | 2,297,438 |
Noncontrolling Interests | — |  |  | — |  |  | 1,404 |  |  | — |  |  | 1,404 |
Total Equity | 2,297,438 |  |  | 1,123,546 |  |  | 1,621,902 |  |  | (2,744,044 | ) |  | 2,298,842 |
Total Liabilities and Equity | $ | 6,773,661 |  |  | $ | 7,211,760 |  |  | $ | 4,886,799 |  |  | $ | (7,899,818 | ) |  | $ | 10,972,402 |
______________________________________________________________
(1) | Included within Cash and Cash Equivalents at December 31, 2017 is approximately $38,400 and $62,000 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 4 for more information on our Cash Pools.
CONSOLIDATED BALANCE SHEETS (Continued)
| December 31, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) | $ | 132 |  |  | $ | 61,650 |  |  | $ | 169,318 |  |  | $ | (65,615 | ) |  | $ | 165,485 |
Accounts receivable | — |  |  | 47,900 |  |  | 798,989 |  |  | — |  |  | 846,889 |
Intercompany receivable | — |  |  | 818,463 |  |  | — |  |  | (818,463 | ) |  | — |
Prepaid expenses and other | 93 |  |  | 108,879 |  |  | 86,797 |  |  | (29 | ) |  | 195,740 |
Total Current Assets | 225 |  |  | 1,036,892 |  |  | 1,055,104 |  |  | (884,107 | ) |  | 1,208,114 |
Property, Plant and Equipment, Net | 190 |  |  | 3,002,104 |  |  | 1,487,263 |  |  | — |  |  | 4,489,557 |
Other Assets, Net: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term notes receivable from affiliates and intercompany receivable | 4,954,686 |  |  | — |  |  | — |  |  | (4,954,686 | ) |  | — |
Investment in subsidiaries | 1,885,174 |  |  | 1,006,144 |  |  | — |  |  | (2,891,318 | ) |  | — |
Goodwill | — |  |  | 2,858,539 |  |  | 1,582,491 |  |  | — |  |  | 4,441,030 |
Other | — |  |  | 979,483 |  |  | 734,063 |  |  | — |  |  | 1,713,546 |
Total Other Assets, Net | 6,839,860 |  |  | 4,844,166 |  |  | 2,316,554 |  |  | (7,846,004 | ) |  | 6,154,576 |
Total Assets | $ | 6,840,275 |  |  | $ | 8,883,162 |  |  | $ | 4,858,921 |  |  | $ | (8,730,111 | ) |  | $ | 11,852,247 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intercompany Payable | $ | 462,927 |  |  | $ | — |  |  | $ | 355,536 |  |  | $ | (818,463 | ) |  | $ | — |
Debit Balances Under Cash Pools | — |  |  | 10,612 |  |  | 55,003 |  |  | (65,615 | ) |  | — |
Current Portion of Long-term Debt | — |  |  | 63,703 |  |  | 62,732 |  |  | (29 | ) |  | 126,406 |
Total Other Current Liabilities | 268,373 |  |  | 616,826 |  |  | 451,073 |  |  | — |  |  | 1,336,272 |
Long-term Debt, Net of Current Portion | 4,223,822 |  |  | 1,877,649 |  |  | 1,914,946 |  |  | — |  |  | 8,016,417 |
Long-term Notes Payable to Affiliates and Intercompany Payable | — |  |  | 4,954,686 |  |  | — |  |  | (4,954,686 | ) |  | — |
Other Long-term Liabilities | 973 |  |  | 115,994 |  |  | 300,064 |  |  | — |  |  | 417,031 |
Commitments and Contingencies (see Note 10) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Redeemable Noncontrolling Interests (see Note 2.v.) | — |  |  | — |  |  | 70,532 |  |  | — |  |  | 70,532 |
Total Iron Mountain Incorporated Stockholders' Equity | 1,884,180 |  |  | 1,243,692 |  |  | 1,647,626 |  |  | (2,891,318 | ) |  | 1,884,180 |
Noncontrolling Interests | — |  |  | — |  |  | 1,409 |  |  | — |  |  | 1,409 |
Total Equity | 1,884,180 |  |  | 1,243,692 |  |  | 1,649,035 |  |  | (2,891,318 | ) |  | 1,885,589 |
Total Liabilities and Equity | $ | 6,840,275 |  |  | $ | 8,883,162 |  |  | $ | 4,858,921 |  |  | $ | (8,730,111 | ) |  | $ | 11,852,247 |
______________________________________________________________
(1) | Included within Cash and Cash Equivalents at December 31, 2018 is approximately $57,200 and $12,700 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 4 for more information on our Cash Pools.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, 2016
| Parent |  | Guarantors |  | Canada Company |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 1,341,840 |  |  | $ | 125,335 |  |  | $ | 675,730 |  |  | $ | — |  |  | $ | 2,142,905 |
Service | — |  |  | 822,515 |  |  | 64,147 |  |  | 481,886 |  |  | — |  |  | 1,368,548 |
Intercompany revenues | — |  |  | 3,994 |  |  | — |  |  | 80,788 |  |  | (84,782 | ) |  | — |
Total Revenues | — |  |  | 2,168,349 |  |  | 189,482 |  |  | 1,238,404 |  |  | (84,782 | ) |  | 3,511,453 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 895,595 |  |  | 29,418 |  |  | 642,764 |  |  | — |  |  | 1,567,777 |
Intercompany cost of sales | — |  |  | 17,496 |  |  | 63,292 |  |  | 3,994 |  |  | (84,782 | ) |  | — |
Selling, general and administrative | 668 |  |  | 668,975 |  |  | 17,786 |  |  | 300,903 |  |  | — |  |  | 988,332 |
Depreciation and amortization | 179 |  |  | 272,831 |  |  | 15,480 |  |  | 163,836 |  |  | — |  |  | 452,326 |
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | 1,328 |  |  | 310 |  |  | (226 | ) |  | — |  |  | 1,412 |
Total Operating Expenses | 847 |  |  | 1,856,225 |  |  | 126,286 |  |  | 1,111,271 |  |  | (84,782 | ) |  | 3,009,847 |
Operating (Loss) Income | (847 | ) |  | 312,124 |  |  | 63,196 |  |  | 127,133 |  |  | — |  |  | 501,606 |
Interest Expense (Income), Net | 110,659 |  |  | (7,741 | ) |  | 40,546 |  |  | 167,198 |  |  | — |  |  | 310,662 |
Other Expense (Income), Net | 71,335 |  |  | (13,247 | ) |  | 10,341 |  |  | (24,129 | ) |  | — |  |  | 44,300 |
(Loss) Income from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Sale of Real Estate | (182,841 | ) |  | 333,112 |  |  | 12,309 |  |  | (15,936 | ) |  | — |  |  | 146,644 |
Provision (Benefit) for Income Taxes | — |  |  | 30,860 |  |  | 7,354 |  |  | 6,730 |  |  | — |  |  | 44,944 |
Gain on Sale of Real Estate, Net of Tax | — |  |  | (2,121 | ) |  | (59 | ) |  | — |  |  | — |  |  | (2,180 | )
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (287,665 | ) |  | (22,662 | ) |  | (5,040 | ) |  | (6,832 | ) |  | 322,199 |  |  | — |
Net Income (Loss) | 104,824 |  |  | 327,035 |  |  | 10,054 |  |  | (15,834 | ) |  | (322,199 | ) |  | 103,880 |
Income (Loss) from Discontinued Operations, Net of Tax | — |  |  | 1,642 |  |  | 1,818 |  |  | (107 | ) |  | — |  |  | 3,353 |
Net Income (Loss) | 104,824 |  |  | 328,677 |  |  | 11,872 |  |  | (15,941 | ) |  | (322,199 | ) |  | 107,233 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 2,409 |  |  | — |  |  | 2,409 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 104,824 |  |  | $ | 328,677 |  |  | $ | 11,872 |  |  | $ | (18,350 | ) |  | $ | (322,199 | ) |  | $ | 104,824 |
Net Income (Loss) | $ | 104,824 |  |  | $ | 328,677 |  |  | $ | 11,872 |  |  | $ | (15,941 | ) |  | $ | (322,199 | ) |  | $ | 107,233 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustment | 1,107 |  |  | — |  |  | (6,123 | ) |  | (30,625 | ) |  | — |  |  | (35,641 | )
Market Value Adjustments for Securities | — |  |  | (734 | ) |  | — |  |  | — |  |  | — |  |  | (734 | )
Equity in Other Comprehensive (Loss) Income of Subsidiaries | (38,763 | ) |  | (3,164 | ) |  | (679 | ) |  | (6,123 | ) |  | 48,729 |  |  | — |
Total Other Comprehensive (Loss) Income | (37,656 | ) |  | (3,898 | ) |  | (6,802 | ) |  | (36,748 | ) |  | 48,729 |  |  | (36,375 | )
Comprehensive Income (Loss) | 67,168 |  |  | 324,779 |  |  | 5,070 |  |  | (52,689 | ) |  | (273,470 | ) |  | 70,858 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 3,690 |  |  | — |  |  | 3,690 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 67,168 |  |  | $ | 324,779 |  |  | $ | 5,070 |  |  | $ | (56,379 | ) |  | $ | (273,470 | ) |  | $ | 67,168 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Year Ended December 31, 2017
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 1,437,466 |  |  | $ | 940,091 |  |  | $ | — |  |  | $ | 2,377,557 |
Service | — |  |  | 863,623 |  |  | 604,398 |  |  | — |  |  | 1,468,021 |
Intercompany revenues | — |  |  | 4,577 |  |  | 24,613 |  |  | (29,190 | ) |  | — |
Total Revenues | — |  |  | 2,305,666 |  |  | 1,569,102 |  |  | (29,190 | ) |  | 3,845,578 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 925,385 |  |  | 759,933 |  |  | — |  |  | 1,685,318 |
Intercompany cost of sales | — |  |  | 24,613 |  |  | 4,577 |  |  | (29,190 | ) |  | — |
Selling, general and administrative | 161 |  |  | 654,213 |  |  | 330,591 |  |  | — |  |  | 984,965 |
Depreciation and amortization | 167 |  |  | 309,883 |  |  | 212,326 |  |  | — |  |  | 522,376 |
Intangible impairments | — |  |  | 3,011 |  |  | — |  |  | — |  |  | 3,011 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (999 | ) |  | 1,798 |  |  | — |  |  | 799 |
Total Operating Expenses | 328 |  |  | 1,916,106 |  |  | 1,309,225 |  |  | (29,190 | ) |  | 3,196,469 |
Operating (Loss) Income | (328 | ) |  | 389,560 |  |  | 259,877 |  |  | — |  |  | 649,109 |
Interest Expense (Income), Net | 163,541 |  |  | 6,996 |  |  | 183,038 |  |  | — |  |  | 353,575 |
Other Expense (Income), Net | 47,176 |  |  | 9,112 |  |  | 23,141 |  |  | — |  |  | 79,429 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (211,045 | ) |  | 373,452 |  |  | 53,698 |  |  | — |  |  | 216,105 |
Provision (Benefit) for Income Taxes | — |  |  | 5,854 |  |  | 20,093 |  |  | — |  |  | 25,947 |
Gain on Sale of Real Estate, Net of Tax | — |  |  | — |  |  | (1,565 | ) |  | — |  |  | (1,565 | )
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (394,866 | ) |  | (25,385 | ) |  | — |  |  | 420,251 |  |  | — |
(Loss) Income from Continuing Operations | 183,821 |  |  | 392,983 |  |  | 35,170 |  |  | (420,251 | ) |  | 191,723 |
(Loss) Income from Discontinued Operations, Net of Tax | — |  |  | (4,370 | ) |  | (1,921 | ) |  | — |  |  | (6,291 | )
Net Income (Loss) | 183,821 |  |  | 388,613 |  |  | 33,249 |  |  | (420,251 | ) |  | 185,432 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 1,611 |  |  | — |  |  | 1,611 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 183,821 |  |  | $ | 388,613 |  |  | $ | 31,638 |  |  | $ | (420,251 | ) |  | $ | 183,821 |
Net Income (Loss) | $ | 183,821 |  |  | $ | 388,613 |  |  | $ | 33,249 |  |  | $ | (420,251 | ) |  | $ | 185,432 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustment | (15,015 | ) |  | — |  |  | 123,579 |  |  | — |  |  | 108,564 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 123,599 |  |  | 82,127 |  |  | — |  |  | (205,726 | ) |  | — |
Total Other Comprehensive Income (Loss) | 108,584 |  |  | 82,127 |  |  | 123,579 |  |  | (205,726 | ) |  | 108,564 |
Comprehensive Income (Loss) | 292,405 |  |  | 470,740 |  |  | 156,828 |  |  | (625,977 | ) |  | 293,996 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 1,591 |  |  | — |  |  | 1,591 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 292,405 |  |  | $ | 470,740 |  |  | $ | 155,237 |  |  | $ | (625,977 | ) |  | $ | 292,405 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Year Ended December 31, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 1,600,230 |  |  | $ | 1,022,225 |  |  | $ | — |  |  | $ | 2,622,455 |
Service | — |  |  | 970,678 |  |  | 632,628 |  |  | — |  |  | 1,603,306 |
Intercompany revenues | — |  |  | 4,759 |  |  | 18,439 |  |  | (23,198 | ) |  | — |
Total Revenues | — |  |  | 2,575,667 |  |  | 1,673,292 |  |  | (23,198 | ) |  | 4,225,761 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 1,007,794 |  |  | 793,788 |  |  | — |  |  | 1,801,582 |
Intercompany cost of sales | — |  |  | 18,439 |  |  | 4,759 |  |  | (23,198 | ) |  | — |
Selling, general and administrative | (288 | ) |  | 711,702 |  |  | 327,561 |  |  | — |  |  | 1,038,975 |
Depreciation and amortization | 122 |  |  | 403,480 |  |  | 235,912 |  |  | — |  |  | 639,514 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (1,489 | ) |  | (8,329 | ) |  | — |  |  | (9,818 | )
Total Operating Expenses | (166 | ) |  | 2,139,926 |  |  | 1,353,691 |  |  | (23,198 | ) |  | 3,470,253 |
Operating (Loss) Income | 166 |  |  | 435,741 |  |  | 319,601 |  |  | — |  |  | 755,508 |
Interest Expense (Income), Net | 199,955 |  |  | 5,692 |  |  | 203,642 |  |  | — |  |  | 409,289 |
Other Expense (Income), Net | 2,328 |  |  | 16,744 |  |  | (30,764 | ) |  | — |  |  | (11,692 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (202,117 | ) |  | 413,305 |  |  | 146,723 |  |  | — |  |  | 357,911 |
(Benefit) Provision for Income Taxes | — |  |  | (2,418 | ) |  | 38,681 |  |  | — |  |  | 36,263 |
Gain on Sale of Real Estate, Net of Tax | — |  |  | (836 | ) |  | (54,492 | ) |  | — |  |  | (55,328 | )
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (565,468 | ) |  | (156,993 | ) |  | — |  |  | 722,461 |  |  | — |
Income (Loss) from Continuing Operations | 363,351 |  |  | 573,552 |  |  | 162,534 |  |  | (722,461 | ) |  | 376,976 |
(Loss) Income from Discontinued Operations, Net of Tax | — |  |  | (12,283 | ) |  | (144 | ) |  | — |  |  | (12,427 | )
Net Income (Loss) | 363,351 |  |  | 561,269 |  |  | 162,390 |  |  | (722,461 | ) |  | 364,549 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 1,198 |  |  | — |  |  | 1,198 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 363,351 |  |  | $ | 561,269 |  |  | $ | 161,192 |  |  | $ | (722,461 | ) |  | $ | 363,351 |
Net Income (Loss) | $ | 363,351 |  |  | $ | 561,269 |  |  | $ | 162,390 |  |  | $ | (722,461 | ) |  | $ | 364,549 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustment | 11,070 |  |  | — |  |  | (175,177 | ) |  | — |  |  | (164,107 | )
Change in Fair Value of Interest Rate Swap Agreements | (973 | ) |  | — |  |  | — |  |  | — |  |  | (973 | )
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (171,772 | ) |  | (139,971 | ) |  | — |  |  | 311,743 |  |  | — |
Total Other Comprehensive Income (Loss) | (161,675 | ) |  | (139,971 | ) |  | (175,177 | ) |  | 311,743 |  |  | (165,080 | )
Comprehensive Income (Loss) | 201,676 |  |  | 421,298 |  |  | (12,787 | ) |  | (410,718 | ) |  | 199,469 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | (2,207 | ) |  | — |  |  | (2,207 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 201,676 |  |  | $ | 421,298 |  |  | $ | (10,580 | ) |  | $ | (410,718 | ) |  | $ | 201,676 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, 2016
| Parent |  | Guarantors |  | Canada Company |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities | $ | (168,389 | ) |  | $ | 633,808 |  |  | $ | 41,885 |  |  | $ | 33,912 |  |  | $ | — |  |  | $ | 541,216 |
Cash Flows from Operating Activities-Discontinued Operations | — |  |  | 1,076 |  |  | 1,710 |  |  | (107 | ) |  | — |  |  | 2,679 |
Cash Flows from Operating Activities | (168,389 | ) |  | 634,884 |  |  | 43,595 |  |  | 33,805 |  |  | — |  |  | 543,895 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (192,736 | ) |  | (10,284 | ) |  | (125,583 | ) |  | — |  |  | (328,603 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | 4,007 |  |  | (2,405 | ) |  | (293,567 | ) |  | — |  |  | (291,965 | )
Intercompany loans to subsidiaries | 175,092 |  |  | (166,400 | ) |  | (20,185 | ) |  | — |  |  | 11,493 |  |  | — |
Investment in subsidiaries | (1,585 | ) |  | (1,585 | ) |  | — |  |  | — |  |  | 3,170 |  |  | — |
Acquisitions of customer relationships and customer inducements | — |  |  | (40,217 | ) |  | (366 | ) |  | (10,183 | ) |  | — |  |  | (50,766 | )
Net proceeds from Divestments (see Note 6) | — |  |  | — |  |  | 4,032 |  |  | 26,622 |  |  | — |  |  | 30,654 |
Proceeds from sales of property and equipment and other, net (including real estate) and proceeds from involuntary conversion of property and equipment | — |  |  | 5,235 |  |  | 30 |  |  | 2,712 |  |  | — |  |  | 7,977 |
Cash Flows from Investing Activities | 173,507 |  |  | (391,696 | ) |  | (29,178 | ) |  | (399,999 | ) |  | 14,663 |  |  | (632,703 | )
Cash Flows from Investing Activities-Discontinued Operations | — |  |  | 78,564 |  |  | 16,153 |  |  | 1,995 |  |  | — |  |  | 96,712 |
Cash Flows from Investing Activities | 173,507 |  |  | (313,132 | ) |  | (13,025 | ) |  | (398,004 | ) |  | 14,663 |  |  | (535,991 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit and term loan facilities, bridge facilities and other debt | (1,163,654 | ) |  | (7,511,941 | ) |  | (1,273,228 | ) |  | (4,902,617 | ) |  | — |  |  | (14,851,440 | )
Proceeds from revolving credit and term loan facilities, bridge facilities and other debt | 1,150,628 |  |  | 7,144,874 |  |  | 1,130,193 |  |  | 5,118,693 |  |  | — |  |  | 14,544,388 |
Net proceeds from sales of senior notes | 492,500 |  |  | 246,250 |  |  | 186,693 |  |  | — |  |  | — |  |  | 925,443 |
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net | — |  |  | — |  |  | — |  |  | (466 | ) |  | — |  |  | (466 | )
Intercompany loans from parent | — |  |  | (183,454 | ) |  | (67,514 | ) |  | 262,461 |  |  | (11,493 | ) |  | — |
Equity contribution from parent | — |  |  | 1,585 |  |  | — |  |  | 1,585 |  |  | (3,170 | ) |  | — |
Parent cash dividends | (505,871 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (505,871 | )
Net proceeds (payments) associated with employee stock-based awards | 31,922 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 31,922 |
Payment of debt financing and stock issuance costs | (8,389 | ) |  | (3,489 | ) |  | (895 | ) |  | (5,830 | ) |  | — |  |  | (18,603 | )
Cash Flows from Financing Activities | (2,864 | ) |  | (306,175 | ) |  | (24,751 | ) |  | 473,826 |  |  | (14,663 | ) |  | 125,373 |
Cash Flows from Financing Activities-Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | (2,864 | ) |  | (306,175 | ) |  | (24,751 | ) |  | 473,826 |  |  | (14,663 | ) |  | 125,373 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | (1,891 | ) |  | (23,283 | ) |  | — |  |  | (25,174 | )
Increase (Decrease) in cash and cash equivalents | 2,254 |  |  | 15,577 |  |  | 3,928 |  |  | 86,344 |  |  | — |  |  | 108,103 |
Cash and cash equivalents, including Restricted Cash, beginning of year | 151 |  |  | 7,803 |  |  | 13,182 |  |  | 107,245 |  |  | — |  |  | 128,381 |
Cash and cash equivalents, including Restricted Cash, end of year | $ | 2,405 |  |  | $ | 23,380 |  |  | $ | 17,110 |  |  | $ | 193,589 |  |  | $ | — |  |  | $ | 236,484 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| Year Ended December 31, 2017
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities | $ | (203,403 | ) |  | $ | 738,256 |  |  | $ | 189,406 |  |  | $ | — |  |  | $ | 724,259 |
Cash Flows from Operating Activities-Discontinued Operations | — |  |  | (1,345 | ) |  | (1,946 | ) |  | — |  |  | (3,291 | )
Cash Flows from Operating Activities | (203,403 | ) |  | 736,911 |  |  | 187,460 |  |  | — |  |  | 720,968 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (235,996 | ) |  | (107,135 | ) |  | — |  |  | (343,131 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (96,946 | ) |  | (122,759 | ) |  | — |  |  | (219,705 | )
Intercompany loans to subsidiaries | (990,635 | ) |  | (344,919 | ) |  | — |  |  | 1,335,554 |  |  | — |
Investment in subsidiaries | (16,170 | ) |  | — |  |  | — |  |  | 16,170 |  |  | — |
Acquisitions of customer relationships and customer inducements | — |  |  | (63,765 | ) |  | (11,420 | ) |  | — |  |  | (75,185 | )
Net proceeds from Divestments (see Note 6) | — |  |  | — |  |  | 29,236 |  |  | — |  |  | 29,236 |
Proceeds from sales of property and equipment and other, net (including real estate) and proceeds from involuntary conversion of property and equipment | — |  |  | 12,963 |  |  | (3,626 | ) |  | — |  |  | 9,337 |
Cash Flows from Investing Activities-Continuing Operations | (1,006,805 | ) |  | (728,663 | ) |  | (215,704 | ) |  | 1,351,724 |  |  | (599,448 | )
Cash Flows from Investing Activities-Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Investing Activities | (1,006,805 | ) |  | (728,663 | ) |  | (215,704 | ) |  | 1,351,724 |  |  | (599,448 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit and term loan facilities, bridge facilities and other debt | (262,579 | ) |  | (8,077,553 | ) |  | (6,089,563 | ) |  | — |  |  | (14,429,695 | )
Proceeds from revolving credit and term loan facilities, bridge facilities and other debt | 224,660 |  |  | 7,650,617 |  |  | 6,041,778 |  |  | — |  |  | 13,917,055 |
Early retirement of senior subordinated and senior notes | (1,031,554 | ) |  | — |  |  | (715,302 | ) |  | — |  |  | (1,746,856 | )
Net proceeds from sales of senior notes | 2,134,870 |  |  | — |  |  | 522,078 |  |  | — |  |  | 2,656,948 |
Debit balances (payments) under cash pools | — |  |  | 56,233 |  |  | 38,493 |  |  | (94,726 | ) |  | — |
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net | — |  |  | — |  |  | 9,079 |  |  | — |  |  | 9,079 |
Intercompany loans from parent | — |  |  | 982,783 |  |  | 352,771 |  |  | (1,335,554 | ) |  | — |
Equity contribution from parent | — |  |  | — |  |  | 16,170 |  |  | (16,170 | ) |  | — |
Parent cash dividends | (439,999 | ) |  | — |  |  | — |  |  | — |  |  | (439,999 | )
Net proceeds (payments) associated with employee stock-based awards | 13,095 |  |  | — |  |  | — |  |  | — |  |  | 13,095 |
Net proceeds associated with the Equity Offering, including Over-Allotment Option | 516,462 |  |  | — |  |  | — |  |  | — |  |  | 516,462 |
Net proceeds associated with the At The Market (ATM) Program | 59,129 |  |  | — |  |  | — |  |  | — |  |  | 59,129 |
Payment of debt financing and stock issuance costs | (3,848 | ) |  | (9,391 | ) |  | (1,554 | ) |  | — |  |  | (14,793 | )
Cash Flows from Financing Activities-Continuing Operations | 1,210,236 |  |  | 602,689 |  |  | 173,950 |  |  | (1,446,450 | ) |  | 540,425 |
Cash Flows from Financing Activities-Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | 1,210,236 |  |  | 602,689 |  |  | 173,950 |  |  | (1,446,450 | ) |  | 540,425 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | 27,270 |  |  | — |  |  | 27,270 |
Increase (Decrease) in cash and cash equivalents | 28 |  |  | 610,937 |  |  | 172,976 |  |  | (94,726 | ) |  | 689,215 |
Cash and cash equivalents, including Restricted Cash, beginning of year | 2,405 |  |  | 23,380 |  |  | 210,699 |  |  | — |  |  | 236,484 |
Cash and cash equivalents, including Restricted Cash, end of year | $ | 2,433 |  |  | $ | 634,317 |  |  | $ | 383,675 |  |  | $ | (94,726 | ) |  | $ | 925,699 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| Year Ended December 31, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities-Continuing Operations | $ | (217,819 | ) |  | $ | 877,864 |  |  | $ | 276,499 |  |  | $ | — |  |  | $ | 936,544 |
Cash Flows from Operating Activities-Discontinued Operations | — |  |  | (995 | ) |  | — |  |  | — |  |  | (995 | )
Cash Flows from Operating Activities | (217,819 | ) |  | 876,869 |  |  | 276,499 |  |  | — |  |  | 935,549 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (312,856 | ) |  | (147,206 | ) |  | — |  |  | (460,062 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (1,338,888 | ) |  | (419,669 | ) |  | — |  |  | (1,758,557 | )
Intercompany loans to subsidiaries | 805,799 |  |  | 90,569 |  |  | — |  |  | (896,368 | ) |  | — |
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles | — |  |  | (73,429 | ) |  | (25,258 | ) |  | — |  |  | (98,687 | )
Net proceeds from Divestments (see Note 6) | — |  |  | 1,019 |  |  | — |  |  | — |  |  | 1,019 |
Proceeds from sales of property and equipment and other, net (including real estate) and proceeds from involuntary conversion of property and equipment | — |  |  | 299 |  |  | 85,860 |  |  | — |  |  | 86,159 |
Cash Flows from Investing Activities-Continuing Operations | 805,799 |  |  | (1,633,286 | ) |  | (506,273 | ) |  | (896,368 | ) |  | (2,230,128 | )
Cash Flows from Investing Activities-Discontinued Operations | — |  |  | 8,250 |  |  | — |  |  | — |  |  | 8,250 |
Cash Flows from Investing Activities | 805,799 |  |  | (1,625,036 | ) |  | (506,273 | ) |  | (896,368 | ) |  | (2,221,878 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit and term loan facilities, bridge facilities and other debt | — |  |  | (7,355,086 | ) |  | (6,837,053 | ) |  | — |  |  | (14,192,139 | )
Proceeds from revolving credit and term loan facilities, bridge facilities and other debt | — |  |  | 8,445,509 |  |  | 6,906,105 |  |  | — |  |  | 15,351,614 |
Debit (payments) balances under cash pools | — |  |  | (45,621 | ) |  | 16,510 |  |  | 29,111 |  |  | — |
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net | — |  |  | — |  |  | (2,523 | ) |  | — |  |  | (2,523 | )
Intercompany loans from parent | — |  |  | (856,911 | ) |  | (39,457 | ) |  | 896,368 |  |  | — |
Parent cash dividends | (673,635 | ) |  | — |  |  | — |  |  | — |  |  | (673,635 | )
Net payments associated with employee stock-based awards | (1,142 | ) |  | — |  |  | — |  |  | — |  |  | (1,142 | )
Net proceeds associated with the Equity Offering, including Over-Allotment Option | 76,192 |  |  | — |  |  | — |  |  | — |  |  | 76,192 |
Net proceeds associated with the At The Market (ATM) Program | 8,716 |  |  | — |  |  | — |  |  | — |  |  | 8,716 |
Payment of debt financing and stock issuance costs | (412 | ) |  | (12,391 | ) |  | (3,602 | ) |  | — |  |  | (16,405 | )
Cash Flows from Financing Activities-Continuing Operations | (590,281 | ) |  | 175,500 |  |  | 39,980 |  |  | 925,479 |  |  | 550,678 |
Cash Flows from Financing Activities-Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | (590,281 | ) |  | 175,500 |  |  | 39,980 |  |  | 925,479 |  |  | 550,678 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | (24,563 | ) |  | — |  |  | (24,563 | )
(Decrease) Increase in cash and cash equivalents | (2,301 | ) |  | (572,667 | ) |  | (214,357 | ) |  | 29,111 |  |  | (760,214 | )
Cash and cash equivalents, including Restricted Cash, beginning of year | 2,433 |  |  | 634,317 |  |  | 383,675 |  |  | (94,726 | ) |  | 925,699 |
Cash and cash equivalents, including Restricted Cash, end of year | $ | 132 |  |  | $ | 61,650 |  |  | $ | 169,318 |  |  | $ | (65,615 | ) |  | $ | 165,485 |

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