Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2009

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                             to                            

Commission file number 1-13045



IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of
Incorporation or Organization)
  23-2588479
(I.R.S. Employer
Identification No.)

745 Atlantic Avenue, Boston, MA 02111
(Address of Principal Executive Offices, Including Zip Code)

(617) 535-4766
(Registrant's Telephone Number, Including Area Code)



        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o

Non-accelerated filer o 
(Do not check if a smaller reporting company)

 

Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Number of shares of the registrant's Common Stock at July 27, 2009: 202,913,730


Table of Contents


IRON MOUNTAIN INCORPORATED

Index

 
  Page

PART I—FINANCIAL INFORMATION

   

Item 1—Unaudited Consolidated Financial Statements

   
       

Consolidated Balance Sheets at December 31, 2008 and June 30, 2009 (Unaudited)

 
3
       

Consolidated Statements of Operations for the Three Months Ended June 30, 2008 and 2009 (Unaudited)

 
4
       

Consolidated Statements of Operations for the Six Months Ended June 30, 2008 and 2009 (Unaudited)

 
5
       

Consolidated Statements of Equity for the Six Months Ended June 30, 2008 and 2009 (Unaudited)

 
6
       

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2008 and 2009 (Unaudited)

 
7
       

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2009 (Unaudited)

 
8
       

Notes to Consolidated Financial Statements (Unaudited)

 
9

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations

 
38

Item 4—Controls and Procedures

 
56

PART II—OTHER INFORMATION

   

Item 4—Submission of Matters to a Vote of Security Holders

 
57

Item 6—Exhibits

 
57

Signatures

 
58

2


Table of Contents


Part I.    Financial Information

        

Item 1.    Unaudited Consolidated Financial Statements

        


IRON MOUNTAIN INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In Thousands, except Share and Per Share Data)

(Unaudited)

 
  December 31,
2008
  June 30,
2009
 
           

ASSETS

             

Current Assets:

             
 

Cash and cash equivalents

  $ 278,370   $ 316,056  
 

Accounts receivable (less allowances of $19,562 and $22,718, respectively)

    552,830     589,156  
 

Deferred income taxes

    41,305     37,988  
 

Prepaid expenses and other

    103,887     169,413  
           
     

Total Current Assets

    976,392     1,112,613  

Property, Plant and Equipment:

             
 

Property, plant and equipment

    3,750,515     3,871,496  
 

Less—Accumulated depreciation

    (1,363,761 )   (1,484,180 )
           
     

Net Property, Plant and Equipment

    2,386,754     2,387,316  

Other Assets, net:

             
 

Goodwill

    2,452,304     2,449,457  
 

Customer relationships and acquisition costs

    443,729     432,443  
 

Deferred financing costs

    33,186     30,857  
 

Other

    64,489     59,813  
           
     

Total Other Assets, net

    2,993,708     2,972,570  
           
     

Total Assets

  $ 6,356,854   $ 6,472,499  
           
       

LIABILITIES AND EQUITY

             

Current Liabilities:

             
 

Current portion of long-term debt

  $ 35,751   $ 30,583  
 

Accounts payable

    154,614     123,618  
 

Accrued expenses

    356,473     316,435  
 

Deferred revenue

    182,759     206,135  
           
     

Total Current Liabilities

    729,597     676,771  

Long-term Debt, net of current portion

    3,207,464     3,208,384  

Other Long-term Liabilities

    113,136     114,012  

Deferred Rent

    73,005     79,271  

Deferred Income Taxes

    427,324     442,495  

Commitments and Contingencies (see Note 8)

             

Equity:

             
 

Iron Mountain Incorporated Stockholders' Equity:

             
   

Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)

         
   

Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 201,931,332 shares and 202,717,529 shares, respectively)

    2,019     2,027  
   

Additional paid-in capital

    1,250,064     1,272,921  
   

Retained earnings

    591,912     708,349  
   

Accumulated other comprehensive items, net

    (41,215 )   (34,562 )
           
       

Total Iron Mountain Incorporated Stockholders' Equity

    1,802,780     1,948,735  
           
 

Noncontrolling Interests

    3,548     2,831  
           
   

Total Equity

    1,806,328     1,951,566  
           
       

Total Liabilities and Equity

  $ 6,356,854   $ 6,472,499  
           

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)

 
  Three Months Ended
June 30,
 
 
  2008   2009  

Revenues:

             
 

Storage

  $ 416,195   $ 415,810  
 

Service

    352,662     330,218  
           
   

Total Revenues

    768,857     746,028  

Operating Expenses:

             
 

Cost of sales (excluding depreciation and amortization)

    346,971     312,698  
 

Selling, general and administrative

    225,932     215,854  
 

Depreciation and amortization

    72,907     78,680  
 

(Gain) Loss on disposal/writedown of property, plant and equipment, net

    (839 )   742  
           
   

Total Operating Expenses

    644,971     607,974  

Operating Income

    123,886     138,054  

Interest Expense, Net (includes Interest Income of $1,352 and $578, respectively)

    59,757     55,175  

Other Expense (Income), Net

    3,532     (18,394 )
           
   

Income Before Provision for Income Taxes

    60,597     101,273  

Provision for Income Taxes

    24,859     13,761  
           

Net Income

    35,738     87,512  
   

Less: Net Loss Attributable to Noncontrolling Interests

    (148 )   (126 )
           

Net Income Attributable to Iron Mountain Incorporated

  $ 35,886   $ 87,638  
           

Earnings per Share—Basic and Diluted:

             

Net Income Attributable to Iron Mountain Incorporated per Share—Basic

  $ 0.18   $ 0.43  
           

Net Income Attributable to Iron Mountain Incorporated per Share—Diluted

  $ 0.18   $ 0.43  
           

Weighted Average Common Shares Outstanding—Basic

    200,855     202,502  
           

Weighted Average Common Shares Outstanding—Diluted

    203,038     204,199  
           

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(In Thousands, except Per Share Data)

(Unaudited)

 
  Six Months Ended
June 30,
 
 
  2008   2009  

Revenues:

             
 

Storage

  $ 820,512   $ 825,667  
 

Service

    697,729     643,707  
           
   

Total Revenues

    1,518,241     1,469,374  

Operating Expenses:

             
 

Cost of sales (excluding depreciation and amortization)

    694,722     629,678  
 

Selling, general and administrative

    448,160     426,247  
 

Depreciation and amortization

    142,437     154,960  
 

Loss (Gain) on disposal/writedown of property, plant and equipment, net

    2,706     (762 )
           
   

Total Operating Expenses

    1,288,025     1,210,123  

Operating Income

    230,216     259,251  

Interest Expense, Net (includes Interest Income of $2,571 and $1,367, respectively)

    119,776     110,696  

Other Income, Net

    (2,503 )   (11,239 )
           
   

Income Before Provision for Income Taxes

    112,943     159,794  

Provision for Income Taxes

    43,131     45,338  
           

Net Income

    69,812     114,456  
   

Less: Net Income (Loss) Attributable to Noncontrolling Interests

    444     (1,981 )
           

Net Income Attributable to Iron Mountain Incorporated

  $ 69,368   $ 116,437  
           

Earnings per Share—Basic and Diluted:

             

Net Income Attributable to Iron Mountain Incorporated per Share—Basic

  $ 0.35   $ 0.58  
           

Net Income Attributable to Iron Mountain Incorporated per Share—Diluted

  $ 0.34   $ 0.57  
           

Weighted Average Common Shares Outstanding—Basic

    200,863     202,284  
           

Weighted Average Common Shares Outstanding—Diluted

    203,229     203,755  
           

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF EQUITY

(In Thousands, except Share Data)

 
   
   
  Iron Mountain Incorporated Stockholders' Equity    
 
 
   
   
  Common Stock Voting    
   
  Accumulated
Other
Comprehensive
Items, Net
   
 
 
   
  Comprehensive
Income (Loss)
  Additional
Paid-in Capital
  Retained
Earnings
  Noncontrolling
Interests
 
 
  Total   Shares   Amounts  

Balance, December 31, 2007

  $ 1,804,544   $     200,693,217   $ 2,007   $ 1,209,512   $ 509,875   $ 74,061   $ 9,089  

Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $4,146

    24,074         762,181     7     24,067              

Comprehensive Income (Loss):

                                                 
 

Currency translation adjustment

    11,790     11,790                     12,018     (228 )
 

Market value adjustments for securities, net of tax

    (573 )   (573 )                   (573 )    
 

Net income

    69,812     69,812                 69,368         444  
                                                 

Comprehensive Income

        $ 81,029                          
                                                 

Noncontrolling interests equity contributions

    122                               122  

Parent purchase of noncontrolling interests

    (4,490 )                             (4,490 )

Dividend payments

    (667 )                             (667 )
                                     

Balance, June 30, 2008

  $ 1,904,612           201,455,398   $ 2,014   $ 1,233,579   $ 579,243   $ 85,506   $ 4,270  
                                     
 
   
   
  Iron Mountain Incorporated Stockholders' Equity    
 
 
   
   
  Common Stock Voting    
   
  Accumulated
Other
Comprehensive
Items, Net
   
 
 
   
  Comprehensive
Income (Loss)
  Additional
Paid-in
Capital
  Retained
Earnings
  Noncontrolling
Interests
 
 
  Total   Shares   Amounts  

Balance, December 31, 2008

  $ 1,806,328   $     201,931,332   $ 2,019   $ 1,250,064   $ 591,912   $ (41,215 ) $ 3,548  

Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $2,483

    22,865         786,197     8     22,857              

Comprehensive Income (Loss):

                                                 
 

Currency translation adjustment

    8,412     8,412                     6,653     1,759  
 

Net income (loss)

    114,456     114,456                 116,437         (1,981 )
                                                 

Comprehensive Income

        $ 122,868                          
                                                 

Noncontrolling interests equity contributions

    530                               530  

Dividend payments

    (1,025 )                             (1,025 )
                                     

Balance, June 30, 2009

  $ 1,951,566           202,717,529   $ 2,027   $ 1,272,921   $ 708,349   $ (34,562 ) $ 2,831  
                                     

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)

 
  Three Months Ended June 30,  
 
  2008   2009  

Net Income

  $ 35,738   $ 87,512  

Other Comprehensive Income (Loss):

             
 

Foreign Currency Translation Adjustments

    13,402     31,173  
 

Market Value Adjustments for Securities, Net of Tax

    (99 )    
           

Total Other Comprehensive Income

    13,303     31,173  
           

Comprehensive Income

   
49,041
   
118,685
 
 

Comprehensive Loss Attributable to Noncontrolling Interests

    (701 )   (123 )
           

Comprehensive Income Attributable to Iron Mountain Incorporated

  $ 49,742   $ 118,808  
           

 

 
  Six Months Ended June 30,  
 
  2008   2009  

Net Income

  $ 69,812   $ 114,456  

Other Comprehensive Income (Loss):

             
 

Foreign Currency Translation Adjustments

    11,790     8,412  
 

Market Value Adjustments for Securities, Net of Tax

    (573 )    
           

Total Other Comprehensive Income

    11,217     8,412  
           

Comprehensive Income

   
81,029
   
122,868
 
 

Comprehensive Income (Loss) Attributable to Noncontrolling Interests

    216     (222 )
           

Comprehensive Income Attributable to Iron Mountain Incorporated

  $ 80,813   $ 123,090  
           

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 
  Six Months Ended
June 30,
 
 
  2008   2009  

Cash Flows from Operating Activities:

             
 

Net income

  $ 69,812   $ 114,456  

Adjustments to reconcile net income to cash flows from operating activities:

             
 

Depreciation

    125,043     137,606  
 

Amortization (includes deferred financing costs and bond discount of $2,438 and $2,517, respectively)

    19,832     19,871  
 

Stock-based compensation expense

    9,835     9,136  
 

Provision for deferred income taxes

    11,179     15,425  
 

Loss on early extinguishment of debt

    345      
 

Loss (Gain) on disposal/writedown of property, plant and equipment, net

    2,706     (762 )
 

Foreign currency transactions and other, net

    (2,459 )   (10,811 )

Changes in Assets and Liabilities (exclusive of acquisitions):

             
 

Accounts receivable

    (40,176 )   (44,037 )
 

Prepaid expenses and other current assets

    7,972     (2,561 )
 

Accounts payable

    (23,552 )   (17,202 )
 

Accrued expenses, deferred revenue and other current liabilities

    5,103     19,828  
 

Other assets and long-term liabilities

    3,993     7,342  
           
 

Cash Flows from Operating Activities

    189,633     248,291  

Cash Flows from Investing Activities:

             
 

Capital expenditures

    (174,130 )   (133,876 )
 

Cash paid for acquisitions, net of cash acquired

    (46,318 )   (1,448 )
 

Additions to customer relationship and acquisition costs

    (6,639 )   (4,439 )
 

Investment in joint ventures

    (1,709 )    
 

Proceeds from sales of property and equipment and other, net

    26     1,838  
           
 

Cash Flows from Investing Activities

    (228,770 )   (137,925 )

Cash Flows from Financing Activities:

             
 

Repayment of revolving credit and term loan facilities and other debt

    (753,936 )   (99,904 )
 

Proceeds from revolving credit and term loan facilities and other debt

    562,718     15,574  
 

Net proceeds from sales of senior subordinated notes

    295,500      
 

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

    384     530  
 

Proceeds from exercise of stock options and employee stock purchase plan

    9,940     10,983  
 

Excess tax benefits from stock-based compensation

    4,146     2,483  
 

Payment of debt financing costs

    (763 )   (97 )
           
 

Cash Flows from Financing Activities

    117,989     (70,431 )

Effect of Exchange Rates on Cash and Cash Equivalents

    (1,262 )   (2,249 )
           

Increase in Cash and Cash Equivalents

    77,590     37,686  

Cash and Cash Equivalents, Beginning of Period

    125,607     278,370  
           

Cash and Cash Equivalents, End of Period

  $ 203,197   $ 316,056  
           

Supplemental Information:

             
 

Cash Paid for Interest

  $ 117,634   $ 110,759  
           
 

Cash Paid for Income Taxes

  $ 25,876   $ 35,574  
           

Non-Cash Investing Activities:

             
 

Capital Leases

  $ 23,393   $ 29,596  
           
 

Accrued Capital Expenditures

  $ 22,993   $ 27,880  
           

The accompanying notes are an integral part of these consolidated financial statements.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(1) General

        The interim consolidated financial statements are presented herein without audit 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.

        The consolidated balance sheet presented as of December 31, 2008 has been derived from our audited consolidated financial statements. The unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("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 are adequate to make the information presented not misleading. The consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2008 included in our Current Report on Form 8-K filed on May 8, 2009.

        On January 1, 2009, we adopted Statement of Financial Accounting Standard No. 160, "Noncontrolling Interests in Consolidated Financial Statement—an Amendment of ARB No. 51" ("SFAS No. 160"). The presentation and disclosure requirements of SFAS No. 160 have been applied to all of our financial statements, notes and other financial data retrospectively for all periods presented. The adoption of SFAS No. 160 resulted in an increase to net income attributable to Iron Mountain Incorporated of $478, or $0.00 per diluted share for the three months ended June 30, 2009 and an increase to net income attributable to Iron Mountain Incorporated of $2,859, or $0.01 per diluted share for the six months ended June 30, 2009. SFAS No. 160 includes a prospective requirement allowing losses in excess of a noncontrolling interest's equity to go below zero. Excluding the impacts of the adoption of SFAS No. 160, net income attributable to Iron Mountain Incorporated and diluted earnings per share attributable to Iron Mountain Incorporated would have been $87,160 and $0.43 per share, respectively, for the three months ended June 30, 2009 and $113,578 and $0.56 per share, respectively, for the six months ended June 30, 2009.

(2) Summary of Significant Accounting Policies

        a.     Principles of Consolidation

        The accompanying financial statements reflect our financial position and results of operations on a consolidated basis. Financial position and results of operations of Iron Mountain Europe Limited ("IME"), our European subsidiary, are consolidated for the appropriate periods based on its fiscal year ended October 31. All intercompany account balances have been eliminated.

        b.     Foreign Currency Translation

        Local currencies are considered the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing center in Switzerland, whose functional currencies are the U.S. dollar. All assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period, in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)


Currency Translation." Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity and Noncontrolling Interests. 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 (a) our 71/4% GBP Senior Subordinated Notes due 2014, (b) our 63/4% Euro Senior Subordinated Notes due 2018, (c) the borrowings in certain foreign currencies under our revolving credit agreements, and (d) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, are included in other expense (income), net, on our consolidated statements of operations. We recorded a net loss of $3,293 and a net gain of $2,638 for the three and six months ended June 30, 2008, respectively. We recorded a net gain of $17,127 and $9,638 for the three and six months ended June 30, 2009, respectively.

        c.     Goodwill and Other Intangible Assets

        We apply the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. We currently have no intangible assets that have indefinite lives and which are not amortized, other than goodwill. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We periodically assess whether events or circumstances warrant a change in the life over which our intangible assets are amortized.

        We have selected October 1 as our annual goodwill impairment review date. We performed our annual goodwill impairment review as of October 1, 2008, and noted no impairment of goodwill. In making this assessment, we rely on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, transactions and market place data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. As of June 30, 2009, no factors were identified that would alter this assessment. 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 value. Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2008 were as follows: North America (excluding Fulfillment), Fulfillment, Europe, Worldwide Digital Business (excluding Stratify, Inc. ("Stratify")), Stratify, Latin America and Asia Pacific. Asia Pacific is primarily composed of recent acquisitions (carrying value of goodwill, net amounts to $54,982 as of June 30, 2009). It is still in the investment stage and accordingly its fair value does not exceed its carrying value by a significant margin at this point in time. A deterioration of the Asia Pacific business or the business not achieving the forecasted results could lead to an impairment in future periods.

        Reporting unit valuations have been calculated using an income approach based on the present value of future cash flows of each reporting unit or a combined approach based on the present value of future cash flows and market and transaction multiples of revenues. The income approach incorporates many assumptions including future growth rates, discount factors, expected capital expenditures and income tax cash flows. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods. In conjunction with our annual goodwill

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)


impairment reviews, we reconcile the sum of the valuations of all of our reporting units to our market capitalization as of such dates. The changes in the carrying value of goodwill attributable to each reportable operating segment for the six month period ended June 30, 2009 are as follows:

 
  North
American
Physical
Business
  International
Physical
Business
  Worldwide
Digital
Business
  Total
Consolidated
 

Balance as of December 31, 2008

  $ 1,689,460   $ 508,795   $ 254,049   $ 2,452,304  

Adjustments to purchase reserves

    (81 )           (81 )

Fair value and other adjustments(1)

    69     1,262         1,331  

Currency effects

    10,362     (14,459 )       (4,097 )
                   

Balance as of June 30, 2009

  $ 1,699,810   $ 495,598   $ 254,049   $ 2,449,457  
                   

(1)
Fair value and other adjustments primarily includes $1,448 of cash paid related to prior year's acquisitions.

        The components of our amortizable intangible assets at June 30, 2009 are as follows:

 
  Gross Carrying
Amount
  Accumulated
Amortization
  Net Carrying
Amount
 

Customer Relationships and Acquisition Costs

  $ 545,524   $ (113,081 ) $ 432,443  

Core Technology(1)

    50,144     (20,927 )   29,217  

Non-Compete Agreements(1)

    1,666     (1,320 )   346  

Deferred Financing Costs

    53,104     (22,247 )   30,857  
               

Total

  $ 650,438   $ (157,575 ) $ 492,863  
               

        d.     Stock-Based Compensation

        We apply the provisions of SFAS No. 123R, "Share-Based Payment," ("SFAS No. 123R") using the modified prospective method. We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock and shares issued under the employee stock purchase plan based on the requirements of SFAS No. 123R (together, "Employee Stock-Based Awards").

        Stock-based compensation expense, included in the accompanying consolidated statements of operations, for the three and six months ended June 30, 2008 was $4,828 ($3,856 after tax or $0.02 per basic and diluted share) and $9,835 ($7,757 after tax or $0.04 per basic and diluted share), respectively, and for the three and six months ended June 30, 2009 was $4,877 ($3,781 after tax or $0.02 per basic and diluted share) and $9,136 ($7,246 after tax or $0.04 per basic and diluted share), respectively, for Employee Stock-Based Awards.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        SFAS No. 123R requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow. This requirement reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows included $4,146 and $2,483 for the six months ended June 30, 2008 and 2009, respectively, from the benefits of tax deductions in excess of recognized compensation cost. We used the short form method to calculate the Additional Paid-in Capital ("APIC") pool. The tax benefit of any resulting excess tax deduction increases the APIC pool. Any resulting tax deficiency is deducted from the APIC pool.

Stock Options

        Under our various stock option plans, options were granted with exercise prices equal to the market price of the stock on the date of grant. The majority of our options become exercisable ratably over a period of five years and generally have a contractual life of 10 years, unless the holder's employment is terminated. Beginning in 2007, certain of the options we issue become exercisable ratably over a period of ten years and have a contractual life of 12 years, unless the holder's employment is terminated. As of June 30, 2009, 10-year vesting options represent 9.7% of total outstanding options. Our directors are considered employees under the provisions of SFAS No. 123R.

        The weighted average fair value of options granted for the six months ended June 30, 2008 and 2009 was $10.22 and $9.67 per share, respectively. The values were estimated on the date of grant using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used for grants in the respective period:

Weighted Average Assumption
  Six Months Ended June 30, 2008   Six Months Ended June 30, 2009  

Expected volatility

    25.8 %   32.01 %

Risk-free interest rate

    3.25 %   2.67 %

Expected dividend yield

    None     None  

Expected life of the option

    6.7 years     6.4 years  

        Expected volatility was 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 U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. Expected dividend yield was not considered in the option pricing model since we do not pay dividends and have no current plans to do so in the future. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        A summary of option activity for the six months ended June 30, 2009 is as follows:

 
  Options   Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Term
  Aggregate
Intrinsic
Value
 

Outstanding at December 31, 2008

    12,210,175   $ 22.70              

Granted

    1,454,453     25.71              

Exercised

    (645,531 )   11.87              

Forfeited

    (155,442 )   26.85              

Expired

    (95,786 )   24.96              
                         

Outstanding at June 30, 2009

    12,767,869   $ 23.53     7.4   $ 93,936  
                   

Options exercisable at June 30, 2009

    5,715,556   $ 19.54     6.4   $ 36,350  
                   

        The aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2008 was approximately $6,190 and $12,746, respectively. The aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2009 was approximately $6,113 and $8,640, respectively. The aggregate fair value of stock options vested for the three and six months ended June 30, 2008 was approximately $5,406 and $12,316, respectively. The aggregate fair value of stock options vested for the three and six months ended June 30, 2009 was approximately $6,254 and $13,076, respectively.

Restricted Stock

        Under our various stock option plans, we may also issue grants of restricted stock. We issued restricted stock in July 2005, which had a 3-year vesting period, and in December 2006, December 2007 and June 2009, which had a 5-year vesting period. The fair value of restricted stock is the excess of the market price of our common stock at the date of grant over the exercise price, which is zero. Included in our stock-based compensation expense for the three and six months ended June 30, 2008 and 2009 is a portion of the cost related to restricted stock granted in July 2005, December 2006, December 2007 and June 2009.

        A summary of restricted stock activity for the six months ended June 30, 2009 is as follows:

 
  Restricted
Stock
  Weighted-
Average
Grant-Date
Fair Value
 

Non-vested at December 31, 2008

    810   $ 37.53  

Granted

    2,474     28.36  

Vested

         

Forfeited

         
             

Non-vested at June 30, 2009

    3,284   $ 30.62  
           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        The total fair value of shares vested for the three and six months ended June 30, 2008 was $657. No shares vested during the three and six months ended June 30, 2009.

Employee Stock Purchase Plan

        We offer an employee stock purchase plan in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements (the "ESPP"). The ESPP provides a way for our eligible employees to become stockholders on favorable terms. The ESPP provides for the purchase of our common stock by eligible employees through successive offering periods. We generally have two 6-month offering periods, the first of which begins June 1 and ends November 30 and the second begins December 1 and ends May 31. During each offering period, participating employees accumulate after-tax payroll contributions, up to a maximum of 15% of their compensation, to pay the exercise price of their options. Participating employees may withdraw from an offering period before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options are exercised, and each employee's accumulated contributions are used to purchase our common stock. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look back feature. As a result, we do not recognize compensation cost for our ESPP shares purchased. The ESPP was amended and approved by our stockholders on May 26, 2005 to increase the number of shares from 1,687,500 to 3,487,500. For the six months ended June 30, 2008 and 2009, there were 157,514 shares and 136,966 shares, respectively, purchased under the ESPP. The number of shares available for purchase at June 30, 2009 was 933,415.

        As of June 30, 2009, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $63,763 and is expected to be recognized over a weighted-average period of 4.1 years.

        We generally issue shares for the exercises of stock options, issuance of restricted stock and issuance of shares under our ESPP from unissued reserved shares.

        e.     Income Per Share—Basic and Diluted

        In accordance with SFAS No. 128, "Earnings per Share," basic net income per common share is calculated by dividing net income attributable to Iron Mountain Incorporated by the weighted average number of common shares outstanding. The calculation of diluted net income per share is consistent with that of basic net income per share but gives effect to all potential common shares (that is, securities such as options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        The following table presents the calculation of basic and diluted net income per share attributable to Iron Mountain Incorporated:

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2008   2009   2008   2009  

Net income attributable to Iron Mountain Incorporated

  $ 35,886   $ 87,638   $ 69,368   $ 116,437  
                   

Weighted-average shares—basic

    200,855,000     202,502,000     200,863,000     202,284,000  

Effect of dilutive potential stock options

    2,179,402     1,696,813     2,354,163     1,471,158  

Effect of dilutive potential restricted stock

    3,098         12,175      
                   

Weighted-average shares—diluted

    203,037,500     204,198,813     203,229,338     203,755,158  
                   

Net income per share attributable to Iron Mountain Incorporated—basic

  $ 0.18   $ 0.43   $ 0.35   $ 0.58  
                   

Net income per share attributable to Iron Mountain Incorporated—diluted

  $ 0.18   $ 0.43   $ 0.34   $ 0.57  
                   

Antidilutive stock options, excluded from the calculation

    1,416,508     7,723,326     911,568     8,160,015  
                   

        f.      Revenues

        Our revenues consist of storage revenues as well as service revenues and are reflected net of sales and value added taxes. Storage revenues, both physical and digital, which are considered a key performance indicator for the information protection and storage services industry, consist of largely recurring periodic charges related to the storage of materials or data (generally on a per unit basis). Service revenues are comprised of charges for related core service activities and a wide array of complementary products and services. Included in core service revenues are: (1) the handling of records including the addition of new records, temporary removal of records from storage, refiling of removed records, destruction of records, and permanent withdrawals from storage; (2) courier operations, consisting primarily of the pickup and delivery of records upon customer request; (3) secure shredding of sensitive documents; and (4) other recurring services including maintenance and support contracts. Our complementary services revenues include special project work, data restoration projects, fulfillment services, consulting services and product sales (including software licenses, specially designed storage containers and related supplies). Our secure shredding revenues include the sale of recycled paper (included in complementary services), the price of which can fluctuate from period to period, adding to the volatility and reducing the predictability of that revenue stream.

        We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability of the resulting receivable is reasonably assured. Storage and service revenues are recognized in the month the respective storage or service is provided and customers are generally billed on a monthly basis on

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)


contractually agreed-upon terms. Amounts related to future storage or prepaid service contracts, including maintenance and support contracts, for customers where storage fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the applicable storage or service period or when the service is performed. Revenue from the sales of products is recognized when shipped to the customer and title has passed to the customer. Sales of software licenses are recognized at the time of product delivery to our customer or reseller and maintenance and support agreements are recognized ratably over the term of the agreement. Software license sales and maintenance and support accounted for less than 1% of our consolidated revenues for 2008 and the first six months of 2009. Within our Worldwide Digital Business segment, in certain instances, we process and host data for customers. In these instances, the processing fees are deferred and recognized over the estimated service period.

        g.     Allowance for Doubtful Accounts and Credit Memo Reserves

        We maintain an allowance for doubtful accounts and credit memos for estimated losses resulting from the potential inability of our customers to make required payments and disputes regarding billing and service issues. When calculating the allowance, we consider our past loss experience, current and prior trends in our aged receivables and credit memo activity, current economic conditions, and specific circumstances of individual receivable balances. If the financial condition of our customers were to significantly change, resulting in a significant improvement or impairment of their ability to make payments, an adjustment of the allowance may be required. We consider accounts receivable to be delinquent after such time as reasonable means of collection have been exhausted. We charge-off uncollectible balances as circumstances warrant, generally, no later than one year past due.

        h.     Income Taxes

        Our effective tax rates for the three and six months ended June 30, 2008 were 41.0% and 38.2%, respectively. Our effective tax rates for the three and six months ended June 30, 2009 were 13.6% and 28.4%, respectively. The primary reconciling items between the statutory rate of 35% and our effective rate are state income taxes (net of federal benefit) and differences in the rates of tax at which our foreign earnings are subject. The decrease in the effective tax rate in 2009 is primarily due to significant foreign exchange gains and losses in different jurisdictions with different tax rates. For 2009, foreign currency gains were recorded in lower tax jurisdictions associated with the marking-to-market of intercompany loan positions while foreign currency losses were recorded in higher tax jurisdictions associated with the marking-to-market of debt and derivative instruments, which reduced the 2009 tax rate by 25.8% and 11.6% for the three and six months ended June 30, 2009, respectively. 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.

        We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting basis of assets and liabilities and for loss and credit carryforwards. Valuation allowances are provided when recovery of deferred tax assets is not considered more likely than not. We adopted the provisions of FASB

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)


Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), an interpretation of SFAS No. 109, on January 1, 2007.

        We have elected to recognize interest and penalties associated with uncertain tax positions as a component of the provision for income taxes in the accompanying consolidated statements of operations. We recorded $1,139 and $1,625 for gross interest and penalties for the three and six months ended June 30, 2008, respectively. We recorded $486 and $1,736 for gross interest and penalties for the three and six months ended June 30, 2009, respectively. We had $8,125 and $9,861 accrued for the payment of interest and penalties as of December 31, 2008 and June 30, 2009, respectively.

        i.      Fair Value Measurements

        We apply the provisions of SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles in the United States and expands disclosures about fair value measurements. Under SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115" ("SFAS No. 159"), entities are permitted to choose to measure many financial instruments and certain other items at fair value that previously were not required to be measured at fair value. We did not elect the fair value measurement option under SFAS No. 159 for any of these financial assets or liabilities.

        Our financial assets or liabilities are 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 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.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2009:

 
   
  Fair Value Measurements at June 30, 2009 Using  
Description
  Total
Carrying
Value at
June 30,
2009
  Quoted prices
in active
markets
(Level 1)
  Significant
other
observable
inputs
(Level 2)
  Significant
unobservable
inputs
(Level 3)
 

Money Market Funds(1)

  $ 198,654   $   $ 198,654   $  

Time Deposits(1)

    60,359         60,359      

Available-for-Sale and Trading Securities

    8,942     7,820 (2)   1,122 (1)    

Derivative Liabilities(3)

    103         103      

(1)
Money market funds and time deposits (including those in certain available-for-sale and trading securities) are measured based on quoted prices for similar assets and/or subsequent transactions.

(2)
Our available-for-sale and trading securities are measured at fair value using quoted market prices.

(3)
Our derivative liabilities primarily relate to short-term foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling. We calculate the fair 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.

        SFAS No. 157 also requires disclosure in the financial statements for items measured at fair value on a non-recurring basis. We did not have any items that are measured at fair value under this requirement for the three and six months ended June 30, 2009.

        j.      New Accounting Pronouncements

        In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 166, "Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140" ("SFAS No. 166") and SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" ("SFAS No. 167"). SFAS No. 166 will require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS No. 167 will require additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements. SFAS No. 166 and No. 167 will be effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity. We do not expect the adoption of SFAS No. 166 and No. 167 to have a material impact on our consolidated financial statements and results of operations.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

        In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of SFAS No. 162" ("SFAS No. 168"). SFAS No. 168 establishes the FASB Accounting Standards Codification (the "Codification") to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS No. 168 to have a material impact on our consolidated financial statements and results of operations.

        k.     Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an on-going basis, we evaluate the estimates used, including those related to accounting for acquisitions, allowance for doubtful accounts and credit memos, impairments of tangible and intangible assets, income taxes, stock-based compensation and self-insured liabilities. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates.

(3) Derivative Instruments and Hedging Activities

        SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," requires that every derivative instrument be recorded in the balance sheet as either an asset or a liability measured at its fair value. Periodically, we acquire derivative instruments that are intended to hedge either cash flows or values which are subject to foreign exchange or other market price risk, and not for trading purposes. We have formally documented our hedging relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking each hedge transaction. Given the recurring nature of our revenues and the long term nature of our asset base, we have the ability and the preference to use long-term, fixed interest rate debt to finance our business, thereby preserving our long term returns on invested capital. We target approximately 75% of our debt portfolio to be fixed with respect to interest rates. Occasionally, we will use interest rate swaps as a tool to maintain our targeted level of fixed rate debt. In addition, we will use borrowings in foreign currencies, either obtained in the U.S. or by our foreign subsidiaries, to naturally hedge foreign currency risk associated with our international investments. Sometimes we enter into currency swaps to temporarily hedge an overseas investment, such as a major acquisition, while we arrange permanent financing or to hedge our exposures due to foreign currency exchange movements related to our intercompany accounts with and between our foreign subsidiaries. As of December 31,

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities (Continued)


2008 and June 30, 2009, none of our derivative instruments contained credit-risk related contingent features.

        Beginning in the fourth quarter of 2007, we entered into a number of forward contracts to hedge our exposures in British pounds sterling. As of June 30, 2009, we had an outstanding forward contract to purchase 121,322 U.S. dollars and sell 73,600 British pounds sterling to hedge our intercompany exposures with IME. 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 (income) expense, net in the accompanying statement of operations as a realized foreign exchange gain or loss. We have not designated these forward contracts as hedges. During the three and six months ended June 30, 2009, there was $17,414 and $2,392, respectively, in net cash disbursements included in cash from operating activities related to settlements associated with these foreign currency forward contracts. The following table provides the fair value of our derivative instruments as of December 31, 2008 and June 30, 2009 and their gains and losses for the three and six months ended June 30, 2008 and 2009:

 
  Asset Derivatives  
 
  December 31, 2008   June 30, 2009  
 
  Balance Sheet
Location
  Fair
Value
  Balance Sheet
Location
  Fair
Value
 

Derivatives Not Designated as Hedging Instruments under SFAS No. 133

                     
 

Foreign exchange contracts

  Current assets   $ 13,675   Current assets   $  
                   
 

Total

                     

      $ 13,675       $  
                   

 

 
  Liability Derivatives  
 
  December 31, 2008   June 30, 2009  
 
  Balance Sheet
Location
  Fair
Value
  Balance Sheet
Location
  Fair
Value
 

Derivatives Not Designated as Hedging Instruments under SFAS No. 133

                     
 

Foreign exchange contracts

  Current liabilities   $   Current liabilities   $ 103  
                   
 

Total

                     

      $       $ 103  
                   

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities (Continued)

 

 
   
  Amount of (Gain) Loss
Recognized in Income
on Derivatives
 
 
   
  Three Months
Ended
June 30,
  Six Months
Ended
June 30,
 
 
  Location of (Gain) Loss
Recognized in Income
on Derivative
 
Derivatives Not Designated as Hedging
Instruments under SFAS No. 133
  2008   2009   2008   2009  

Foreign exchange contracts

  Other (income) expense, net   $ 989   $ 17,520   $ 1,526   $ 16,170  
                       

Total

      $ 989   $ 17,520   $ 1,526   $ 16,170  
                       

        For the six months ended June 30, 2008 and 2009, we designated on average 176,587 and 113,500 Euros, respectively, of our 63/4% Euro Senior Subordinated Notes due 2018 issued by Iron Mountain Incorporated ("IMI") as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded foreign exchange gains of $18 ($12, net of tax) and foreign exchange losses of $18,850 ($12,064, net of tax) for the three and six months ended June 30, 2008, respectively, related to the marking-to-market of such debt to currency translation adjustments which is a component of accumulated other comprehensive items, net included in equity. We recorded foreign exchange losses of $7,729 ($4,830, net of tax) and foreign exchange gains of $4,272 ($2,491, net of tax) for the three and six months ended June 30, 2009, respectively, related to the marking-to-market of such debt to currency translation adjustments which is a component of accumulated other comprehensive items, net included in equity. As of June 30, 2009, net gains of $6,646 is recorded in accumulated other comprehensive items, net associated with this net investment hedge.

(4) Acquisitions

        We account for acquisitions using the purchase method of accounting, and accordingly, the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates. We completed no acquisitions during the first six months of 2009. Included in cash paid for acquisitions in the consolidated statement of cash flows for the six months ended June 30, 2009 is contingent and other payments of $1,448 related to acquisitions made in prior years.

        In connection with acquisitions prior to December 31, 2008, we have undertaken certain restructurings of the acquired businesses to realize efficiencies and potential cost savings. The restructuring activities include certain reductions in staffing levels, elimination of duplicate facilities and other costs associated with exiting certain activities of the acquired businesses. The estimated cost of these restructuring activities were recorded as costs of the acquisitions and were provided in accordance with EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." We finalize restructuring plans for each business no later than one year from the date of acquisition. Unresolved matters at June 30, 2009 primarily include completion of planned abandonments of facilities and severance contracts in connection with certain acquisitions.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(4) Acquisitions (Continued)

        The following is a summary of reserves related to such restructuring activities:

 
  Year Ended
December 31, 2008
  Six Months
Ended
June 30, 2009
 

Reserves, Beginning Balance

  $ 3,602   $ 8,555  

Reserves Established

    8,694      

Expenditures

    (2,698 )   (1,249 )

Adjustments to Goodwill, including Currency Effect(1)

    (1,043 )   (146 )
           

Reserves, Ending Balance

  $ 8,555   $ 7,160  
           

        At June 30, 2009, the restructuring reserves related to acquisitions consisted of lease losses on abandoned facilities ($6,767), severance costs ($77), and other exit costs ($316). These accruals are expected to be used prior to June 30, 2010, except for lease losses of $5,013, severance costs of $44, and other exit costs of $74, all of which are based on contracts that extend beyond one year.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Long-term Debt

        Long-term debt consists of the following:

 
  December 31, 2008   June 30, 2009  
 
  Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value
 

Revolving Credit Facility(1)

  $ 219,388   $ 219,388   $ 161,302   $ 161,302  

Term Loan Facility(1)

    404,400     404,400     402,350     402,350  

85/8% Senior Subordinated Notes due 2013(2)(3)

    447,961     423,241     447,951     446,194  

71/4% GBP Senior Subordinated Notes due 2014(2)(3)

    217,185     157,459     247,800     225,498  

73/4% Senior Subordinated Notes due 2015(2)(3)

    436,768     398,911     436,312     414,005  

65/8% Senior Subordinated Notes due 2016(2)(3)

    316,541     272,800     316,788     286,400  

71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)

    143,203     126,018     151,463     143,132  

83/4% Senior Subordinated Notes due 2018(2)(3)

    200,000     177,250     200,000     196,375  

8% Senior Subordinated Notes due 2018(2)(3)

    49,720     42,813     49,734     46,850  

63/4% Euro Senior Subordinated Notes due 2018(2)(3)

    356,875     249,834     355,761     302,699  

8% Senior Subordinated Notes due 2020(2)(3)

    300,000     246,750     300,000     278,250  

Real Estate Mortgages, Capital Leases, Seller Notes and Other(5)

    151,174     151,174     169,506     169,506  
                       

Total Long-term Debt

    3,243,215           3,238,967        

Less Current Portion

    (35,751 )         (30,583 )      
                       

Long-term Debt, Net of Current Portion

  $ 3,207,464         $ 3,208,384        
                       

(1)
The capital stock or other equity interests of most of our U.S. subsidiaries, and up to 66% of the capital stock or other equity interests of our first tier foreign subsidiaries, are pledged to secure these debt instruments, together with all intercompany obligations of foreign subsidiaries owed to us or to one of our U.S. subsidiary guarantors. The fair value of this long-term debt approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates as of December 31, 2008 and June 30, 2009).

(2)
The fair values of these debt instruments is based on quoted market prices for these notes on December 31, 2008 and June 30, 2009, respectively.

(3)
Collectively referred to as the Parent Notes. Iron Mountain Incorporated ("IMI") is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior subordinated basis, by substantially all of its direct and indirect wholly owned U.S. subsidiaries (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Iron Mountain Canada Corporation ("Canada Company") and the remainder of our subsidiaries do not guarantee the Parent Notes.

(4)
Canada Company is the direct obligor on the Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior subordinated basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors.

(5)
We believe the fair value of this debt approximates its carrying value.

        On April 16, 2007, we entered into a new credit agreement (the "Credit Agreement") to replace the existing IMI revolving credit and term loan facilities of $750,000 and the existing IME revolving credit and term loan facilities of 200,000 British pounds sterling. On November 9, 2007, we increased

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Long-term Debt (Continued)


the aggregate amount available to be borrowed under the Credit Agreement from $900,000 to $1,200,000. The Credit Agreement consists of revolving credit facilities, where we can borrow, subject to certain limitations as defined in the Credit Agreement, up to an aggregate amount of $790,000 (including Canadian dollar and multi-currency revolving credit facilities), and a $410,000 term loan facility. In the third quarter of 2008, the capacity under our revolving credit facility was decreased from an aggregate amount of $790,000 to an aggregate amount of $765,000 due to the bankruptcy of one of our lenders. Our revolving credit facility is supported by a group of 24 banks. Our subsidiaries, Canada Company and Iron Mountain Switzerland GmbH, may borrow directly under the Canadian revolving credit and multi-currency revolving credit facilities, respectively. Additional subsidiary borrowers may be added under the multi-currency revolving credit facility. The revolving credit facility terminates on April 16, 2012. With respect to the term loan facility, quarterly loan payments of approximately $1,000 are required through maturity on April 16, 2014, at which time the remaining outstanding principal balance of the term loan facility is due. The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin. IMI guarantees the obligations of each of the subsidiary borrowers under the Credit Agreement, and substantially all of our U.S. subsidiaries guarantee the obligations of IMI and the subsidiary borrowers. The capital stock or other equity interests of most of our U.S. subsidiaries, and up to 66% of the capital stock or other equity interests of our first tier foreign subsidiaries, are pledged to secure the Credit Agreement, together with all intercompany obligations of foreign subsidiaries owed to us or to one of our U.S. subsidiary guarantors. As of June 30, 2009, we had $161,302 of outstanding borrowings under the revolving credit facility, all of which were denominated in Australian dollars (AUD 9,000) and in Canadian dollars (CAD 178,000); we also had various outstanding letters of credit totaling $39,155. The remaining availability, based on IMI's leverage ratio, which is calculated based on the last 12 months' earnings before interest, taxes, depreciation and amortization ("EBITDA"), and other adjustments as defined in the Credit Agreement and current external debt, under the revolving credit facility on June 30, 2009, was $564,543. The interest rate in effect under the revolving credit facility and term loan facility was 4.8% and 2.2%, respectively, as of June 30, 2009. For the three and six months ended June 30, 2008, we recorded commitment fees of $300 and $643, respectively, and for the three and six months ended June 30, 2009, we recorded commitment fees of $493 and $975, respectively, based on the unused balances under our revolving credit facilities.

        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 and our indentures and other agreements governing our indebtedness. Our revolving credit and term loan facilities, as well as our indentures, use EBITDA based calculations as primary measures of financial performance, including leverage ratios. IMI's revolving credit and term leverage ratio was 3.8 and 3.6 as of December 31, 2008 and June 30, 2009, respectively, compared to a maximum allowable ratio of 5.5 under our Credit Agreement. Similarly, our bond leverage ratio, per the indentures, was 4.5 and 4.2 as of December 31, 2008 and June 30, 2009, respectively, compared to a maximum allowable ratio of 6.5. Noncompliance with these leverage ratios would have a material adverse effect on our financial condition and liquidity. We were in compliance with all debt covenants in material agreements as of June 30, 2009.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

        The following data summarizes the consolidating Company on the equity method of accounting as of December 31, 2008 and June 30, 2009 and for the three and six months ended June 30, 2008 and 2009.

        The Parent Notes and the Subsidiary Notes are guaranteed by the subsidiaries referred to below as the "Guarantors." These subsidiaries are 100% owned by the Parent. The guarantees are full and unconditional, as well as joint and several.

        Additionally, the Parent guarantees the Subsidiary Notes which were issued by Canada Company. Canada Company does not guarantee the Parent Notes. The other subsidiaries that do not guarantee the Parent Notes or the Subsidiary Notes are referred to below as the "Non-Guarantors."

 
  December 31, 2008  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Assets

                                     

Current Assets:

                                     
   

Cash and Cash Equivalents

  $   $ 210,636   $ 17,069   $ 50,665   $   $ 278,370  
   

Accounts Receivable

        373,902     30,451     148,477         552,830  
   

Intercompany Receivable

    1,021,450         12,927         (1,034,377 )    
   

Other Current Assets

    13,776     81,755     8,793     40,868         145,192  
                           
     

Total Current Assets

    1,035,226     666,293     69,240     240,010     (1,034,377 )   976,392  

Property, Plant and Equipment, Net

        1,589,731     158,775     638,248         2,386,754  

Other Assets, Net:

                                     
   

Long-term Notes Receivable from Affiliates and Intercompany Receivable

    2,120,482     1,000             (2,121,482 )    
   

Investment in Subsidiaries

    1,457,677     1,181,642             (2,639,319 )    
   

Goodwill

        1,761,036     164,704     526,564         2,452,304  
   

Other

    30,731     324,346     11,543     175,192     (408 )   541,404  
                           
     

Total Other Assets, Net

    3,608,890     3,268,024     176,247     701,756     (4,761,209 )   2,993,708  
                           
     

Total Assets

  $ 4,644,116   $ 5,524,048   $ 404,262   $ 1,580,014   $ (5,795,586 ) $ 6,356,854  
                           

Liabilities and Equity

                                     

Intercompany Payable

  $   $ 976,173   $   $ 58,204   $ (1,034,377 ) $  

Current Portion of Long-term Debt

    4,687     18,482         12,582         35,751  

Total Other Current Liabilities

    56,445     427,570     22,062     187,769         693,846  

Long-term Debt, Net of Current Portion

    2,775,351     48,452     324,123     59,538         3,207,464  

Long-term Notes Payable to Affiliates and Intercompany Payable

    1,000     2,120,482             (2,121,482 )    

Other Long-term Liabilities

    3,853     502,433     19,810     87,777     (408 )   613,465  

Commitments and Contingencies (See Note 8)

                                     
 

Total Iron Mountain Incorporated Stockholders' Equity

    1,802,780     1,430,456     38,267     1,170,596     (2,639,319 )   1,802,780  
 

Noncontrolling Interests

                3,548         3,548  
                           
     

Total Equity

    1,802,780     1,430,456     38,267     1,174,144     (2,639,319 )   1,806,328  
                           
     

Total Liabilities and Equity

  $ 4,644,116   $ 5,524,048   $ 404,262   $ 1,580,014   $ (5,795,586 ) $ 6,356,854  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  June 30, 2009  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Assets

                                     

Current Assets:

                                     
   

Cash and Cash Equivalents

  $   $ 255,603   $ 4,847   $ 55,606   $   $ 316,056  
   

Accounts Receivable

        398,841     32,324     157,991         589,156  
   

Intercompany Receivable

    1,031,825         10,069         (1,041,894 )    
   

Other Current Assets

    101     94,567     10,112     102,621         207,401  
                           
     

Total Current Assets

    1,031,926     749,011     57,352     316,218     (1,041,894 )   1,112,613  

Property, Plant and Equipment, Net

        1,580,615     169,291     637,410         2,387,316  

Other Assets, Net:

                                     
   

Long-term Notes Receivable from Affiliates and Intercompany Receivable

    2,167,906     1,000             (2,168,906 )    
   

Investment in Subsidiaries

    1,537,401     1,275,924             (2,813,325 )    
   

Goodwill

        1,761,024     174,204     514,229         2,449,457  
   

Other

    28,456     312,185     11,714     171,183     (425 )   523,113  
                           
     

Total Other Assets, Net

    3,733,763     3,350,133     185,918     685,412     (4,982,656 )   2,972,570  
                           
     

Total Assets

  $ 4,765,689   $ 5,679,759   $ 412,561   $ 1,639,040   $ (6,024,550 ) $ 6,472,499  
                           

Liabilities and Equity

                                     

Intercompany Payable

  $   $ 966,042   $   $ 75,852   $ (1,041,894 ) $  

Current Portion of Long-term Debt

    4,621     16,214     1,448     8,300         30,583  

Total Other Current Liabilities

    54,883     419,686     26,457     145,162         646,188  

Long-term Debt, Net of Current Portion

    2,752,597     61,139     317,282     77,366         3,208,384  

Long-term Notes Payable to Affiliates and Intercompany Payable

    1,000     2,167,906             (2,168,906 )    

Other Long-term Liabilities

    3,853     524,034     20,134     88,182     (425 )   635,778  

Commitments and Contingencies (See Note 8)

                                     
 

Total Iron Mountain Incorporated Stockholders' Equity

    1,948,735     1,524,738     47,240     1,241,347     (2,813,325 )   1,948,735  
 

Noncontrolling Interests

                2,831         2,831  
                           
     

Total Equity

    1,948,735     1,524,738     47,240     1,244,178     (2,813,325 )   1,951,566  
                           
     

Total Liabilities and Equity

  $ 4,765,689   $ 5,679,759   $ 412,561   $ 1,639,040   $ (6,024,550 ) $ 6,472,499  
                           

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Table of Contents


IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Three Months Ended June 30, 2008  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Revenues:

                                     
 

Storage

  $   $ 294,715   $ 24,006   $ 97,474   $   $ 416,195  
 

Service

        221,072     26,293     105,297         352,662  
                           
   

Total Revenues

        515,787     50,299     202,771         768,857  

Operating Expenses:

                                     
 

Cost of Sales (Excluding Depreciation and Amortization)

        222,330     22,095     102,546         346,971  
 

Selling, General and Administrative

    18     157,474     9,603     58,837         225,932  
 

Depreciation and Amortization

    44     50,373     3,621     18,869         72,907  
 

(Gain) Loss on Disposal/Writedown of Property, Plant and Equipment, Net

        (484 )   17     (372 )       (839 )
                           
   

Total Operating Expenses

    62     429,693     35,336     179,880         644,971  
                           

Operating (Loss) Income

    (62 )   86,094     14,963     22,891         123,886  

Interest Expense (Income), Net

    52,457     (592 )   7,797     95         59,757  

Other Expense, Net

    2,232     191         1,109         3,532  
                           

(Loss) Income Before Provision for Income Taxes

    (54,751 )   86,495     7,166     21,687         60,597  

Provision for Income Taxes

        18,490     2,418     3,951         24,859  

Equity in the Earnings of Subsidiaries, Net of Tax

    (90,637 )   (21,262 )           111,899      
                           

Net Income

    35,886     89,267     4,748     17,736     (111,899 )   35,738  
   

Less: Net Loss Attributable to Noncontrolling Interests

                (148 )       (148 )
                           

Net Income Attributable to Iron Mountain Incorporated

  $ 35,886   $ 89,267   $ 4,748   $ 17,884   $ (111,899 ) $ 35,886  
                           

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Table of Contents


IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Three Months Ended June 30, 2009  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Revenues:

                                     
 

Storage

  $   $ 309,697   $ 22,475   $ 83,638   $   $ 415,810  
 

Service

        222,328     23,331     84,559         330,218  
                           
   

Total Revenues

        532,025     45,806     168,197         746,028  

Operating Expenses:

                                     
 

Cost of Sales (Excluding Depreciation and Amortization)

        205,740     19,434     87,524         312,698  
 

Selling, General and Administrative

    20     161,191     8,062     46,581         215,854  
 

Depreciation and Amortization

    64     57,197     3,746     17,673         78,680  
 

(Gain) Loss on Disposal/Writedown of Property, Plant and Equipment, Net

        (27 )   183     586         742  
                           
   

Total Operating Expenses

    84     424,101     31,425     152,364         607,974  
                           

Operating (Loss) Income

    (84 )   107,924     14,381     15,833         138,054  

Interest Expense (Income), Net

    48,988     (6,936 )   10,291     2,832         55,175  

Other Expense (Income) , Net

    66,328     (6,184 )       (78,538 )       (18,394 )
                           

(Loss) Income Before Provision for Income Taxes

    (115,400 )   121,044     4,090     91,539         101,273  

Provision (Benefit) for Income Taxes

        8,578     (270 )   5,453         13,761  

Equity in the Earnings of Subsidiaries, Net of Tax

    (203,038 )   (89,775 )           292,813      
                           

Net Income

    87,638     202,241     4,360     86,086     (292,813 )   87,512  
   

Less: Net Loss Attributable to Noncontrolling Interests

                (126 )       (126 )
                           

Net Income Attributable to Iron Mountain Incorporated

  $ 87,638   $ 202,241   $ 4,360   $ 86,212   $ (292,813 ) $ 87,638  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Six Months Ended June 30, 2008  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Revenues:

                                     
 

Storage

  $   $ 579,097   $ 47,613   $ 193,802   $   $ 820,512  
 

Service

        441,050     52,384     204,295         697,729  
                           
   

Total Revenues

        1,020,147     99,997     398,097         1,518,241  

Operating Expenses:

                                     
 

Cost of Sales (Excluding Depreciation and Amortization)

        447,779     44,892     202,051         694,722  
 

Selling, General and Administrative

    63     319,274     18,854     109,969         448,160  
 

Depreciation and Amortization

    76     96,396     7,150     38,815         142,437  
 

Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net

        2,761     8     (63 )       2,706  
                           
   

Total Operating Expenses

    139     866,210     70,904     350,772         1,288,025  
                           

Operating (Loss) Income

    (139 )   153,937     29,093     47,325         230,216  

Interest Expense (Income), Net

    104,818     (2,168 )   15,877     1,249         119,776  

Other Expense (Income), Net

    10,806     (1,655 )       (11,654 )       (2,503 )
                           

(Loss) Income Before Provision for Income Taxes

    (115,763 )   157,760     13,216     57,730         112,943  

Provision for Income Taxes

        31,180     4,472     7,479         43,131  

Equity in the Earnings of Subsidiaries, Net of Tax

    (185,131 )   (56,200 )           241,331      
                           

Net Income

    69,368     182,780     8,744     50,251     (241,331 )   69,812  
   

Less: Net Income Attributable to Noncontrolling Interests

                444         444  
                           

Net Income Attributable to Iron Mountain Incorporated

  $ 69,368   $ 182,780   $ 8,744   $ 49,807   $ (241,331 ) $ 69,368  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Six Months Ended June 30, 2009  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Revenues:

                                     
 

Storage

  $   $ 616,634   $ 43,160   $ 165,873   $   $ 825,667  
 

Service

        435,098     45,575     163,034         643,707  
                           
   

Total Revenues

        1,051,732     88,735     328,907         1,469,374  

Operating Expenses:

                                     
 

Cost of Sales (Excluding Depreciation and Amortization)

        419,251     38,340     172,087         629,678  
 

Selling, General and Administrative

    40     319,290     15,283     91,634         426,247  
 

Depreciation and Amortization

    110     112,084     7,124     35,642         154,960  
 

Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net

        276     144     (1,182 )       (762 )
                           
   

Total Operating Expenses

    150     850,901     60,891     298,181         1,210,123  
                           

Operating (Loss) Income

    (150 )   200,831     27,844     30,726         259,251  

Interest Expense (Income), Net

    98,766     (13,385 )   20,175     5,140         110,696  

Other Expense (Income) , Net

    49,970     (3,083 )       (58,126 )       (11,239 )
                           

(Loss) Income Before Provision for Income Taxes

    (148,886 )   217,299     7,669     83,712         159,794  

Provision for Income Taxes

        38,116     1,025     6,197         45,338  

Equity in the Earnings of Subsidiaries, Net of Tax

    (265,323 )   (84,462 )           349,785      
                           

Net Income

    116,437     263,645     6,644     77,515     (349,785 )   114,456  
   

Less: Net Loss Attributable to Noncontrolling Interests

                (1,981 )       (1,981 )
                           

Net Income Attributable to Iron Mountain Incorporated

  $ 116,437   $ 263,645   $ 6,644   $ 79,496   $ (349,785 ) $ 116,437  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Six Months Ended June 30, 2008  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Cash Flows from Operating Activities

  $ (97,792 ) $ 223,685   $ 12,205   $ 51,535   $   $ 189,633  

Cash Flows from Investing Activities:

                                     
 

Capital expenditures

        (114,817 )   (5,760 )   (53,553 )       (174,130 )
 

Cash paid for acquisitions, net of cash acquired

        (34,656 )       (11,662 )       (46,318 )
 

Intercompany loans to subsidiaries

    (48,480 )   (12,027 )           60,507      
 

Investment in subsidiaries

    (10,990 )   (10,990 )           21,980      
 

Additions to customer relationship and acquisition costs

        (4,234 )   (267 )   (2,138 )       (6,639 )
 

Investments in joint ventures

                (1,709 )       (1,709 )
 

Proceeds from sales of property and equipment and other, net

        526     13     (513 )       26  
                           
   

Cash Flows from Investing Activities

    (59,470 )   (176,198 )   (6,014 )   (69,575 )   82,487     (228,770 )

Cash Flows from Financing Activities:

                                     
 

Repayment of revolving credit and term loan facilities and other debt

    (700,754 )   (11,346 )   (33,786 )   (8,050 )       (753,936 )
 

Proceeds from revolving credit and term loan facilities and other debt

    549,150     114     6,564     6,890         562,718  
 

Net proceeds from sale of senior subordinated notes

    295,500                     295,500  
 

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

                384         384  
 

Intercompany loans from parent

        50,308     6,887     3,312     (60,507 )    
 

Equity contribution from parent

        10,990         10,990     (21,980 )    
 

Proceeds from exercise of stock options and employee stock purchase plan

    9,940                     9,940  
 

Excess tax benefits from stock-based compensation

    4,146                     4,146  
 

Payment of debt financing

    (720 )       (43 )           (763 )
                           
   

Cash Flows from Financing Activities

    157,262     50,066     (20,378 )   13,526     (82,487 )   117,989  

Effect of exchange rates on cash and cash equivalents

            (235 )   (1,027 )       (1,262 )
                           

Increase (Decrease) in cash and cash equivalents

        97,553     (14,422 )   (5,541 )       77,590  

Cash and cash equivalents, beginning of period

        27,955     15,529     82,123         125,607  
                           

Cash and cash equivalents, end of period

  $   $ 125,508   $ 1,107   $ 76,582   $   $ 203,197  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(6) Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Continued)

 
  Six Months Ended June 30, 2009  
 
  Parent   Guarantors   Canada
Company
  Non-
Guarantors
  Eliminations   Consolidated  

Cash Flows from Operating Activities

  $ (100,822 ) $ 293,375   $ 15,562   $ 40,176   $   $ 248,291  

Cash Flows from Investing Activities:

                                     
 

Capital expenditures

        (90,669 )   (6,539 )   (36,668 )       (133,876 )
 

Cash paid for acquisitions, net of cash acquired

        (186 )       (1,262 )       (1,448 )
 

Intercompany loans to subsidiaries

    145,709     1,236             (146,945 )    
 

Investment in subsidiaries

    (6,236 )   (6,236 )           12,472      
 

Additions to customer relationship and acquisition costs

        (3,181 )   (362 )   (896 )       (4,439 )
 

Proceeds from sales of property and equipment and other, net

        889     26     923         1,838  
                           
   

Cash Flows from Investing Activities

    139,473     (98,147 )   (6,875 )   (37,903 )   (134,473 )   (137,925 )

Cash Flows from Financing Activities:

                                     
 

Repayment of revolving credit and term loan facilities and other debt

    (52,117 )   (9,214 )   (25,066 )   (13,507 )       (99,904 )
 

Proceeds from revolving credit and term loan facilities and other debt

                15,574         15,574  
 

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

                530         530  
 

Intercompany loans from parent

        (147,283 )   3,452     (3,114 )   146,945      
 

Equity contribution from parent

        6,236         6,236     (12,472 )    
 

Proceeds from exercise of stock options and employee stock purchase plan

    10,983                     10,983  
 

Excess tax benefits from stock-based compensation

    2,483                     2,483  
 

Payment of debt financing costs

            (37 )   (60 )       (97 )
                           
   

Cash Flows from Financing Activities

    (38,651 )   (150,261 )   (21,651 )   5,659     134,473     (70,431 )

Effect of exchange rates on cash and cash equivalents

            742     (2,991 )       (2,249 )
                           

(Decrease) Increase in cash and cash equivalents

        44,967     (12,222 )   4,941         37,686  

Cash and cash equivalents, beginning of period

        210,636     17,069     50,665         278,370  
                           

Cash and cash equivalents, end of period

  $   $ 255,603   $ 4,847   $ 55,606   $   $ 316,056  
                           

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information

        Beginning January 1, 2009, we changed the composition of our segments to not allocate certain corporate and centrally controlled costs, which primarily include human resources, information technology and finance costs, as well as all stock-based compensation, which benefit the enterprise as a whole. These are now reflected as Corporate costs and are not allocated to our operating segments. Therefore, the presentation of all historical segment reporting has been changed to conform to our new management reporting.

        Corporate and our five operating segments are as follows:

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

        The Latin America, Asia Pacific and Europe operating segments have been aggregated given their similar economic characteristics, products, customers and processes and reported as one reportable segment, "International Physical Business." The Worldwide Digital Business does not meet the quantitative criteria for a reportable segment; however, management determined that it would disclose such information on a voluntary basis.

        An analysis of our business segment information and reconciliation to the consolidated financial statements is as follows:

 
  North
American
Physical
Business
  International
Physical
Business
  Worldwide
Digital
Business
  Corporate   Total
Consolidated
 

Three Months Ended June 30, 2008

                               

Total Revenues

  $ 517,101   $ 198,416   $ 53,340   $   $ 768,857  

Depreciation and Amortization

    36,386     19,597     8,209     8,715     72,907  
 

Depreciation

    33,604     15,795     5,577     8,671     63,647  
 

Amortization

    2,782     3,802     2,632     44     9,260  

Contribution

    189,935     39,954     6,974     (40,909 )   195,954  

Expenditures for Segment Assets

    73,174     42,719     6,288     4,559     126,740  
 

Capital Expenditures

    39,325     30,171     6,288     4,559     80,343  
 

Cash Paid for Acquisitions, Net of Cash acquired

    31,391     11,148             42,539  
 

Additions to Customer Relationship and Acquisition Costs

    2,458     1,400             3,858  

Three Months Ended June 30, 2009

                               

Total Revenues

    524,309     163,997     57,722         746,028  

Depreciation and Amortization

    43,750     17,345     9,088     8,497     78,680  
 

Depreciation

    40,803     14,346     6,472     8,433     70,054  
 

Amortization

    2,947     2,999     2,616     64     8,626  

Contribution

    212,881     31,728     13,303     (40,436 )   217,476  

Expenditures for Segment Assets

    30,967     23,835     4,112     5,149     64,063  
 

Capital Expenditures

    29,211     23,478     4,117     5,149     61,955  
 

Cash Paid for Acquisitions, Net of Cash acquired

    21         (5 )       16  
 

Additions to Customer Relationship and Acquisition Costs

    1,735     357             2,092  

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

 
  North
American
Physical
Business
  International
Physical
Business
  Worldwide
Digital
Business
  Corporate   Total
Consolidated
 

Six Months Ended June 30, 2008

                               

Total Revenues

  $ 1,021,580   $ 389,598   $ 107,063   $   $ 1,518,241  

Depreciation and Amortization

    71,891     38,199     16,070     16,277     142,437  
 

Depreciation

    66,832     31,183     10,827     16,201     125,043  
 

Amortization

    5,059     7,016     5,243     76     17,394  

Contribution

    360,963     81,706     14,609     (81,919 )   375,359  

Total Assets(1)

    4,172,348     1,774,105     434,394     127,763     6,508,610  

Expenditures for Segment Assets

    120,989     75,360     14,859     15,879     227,087  
 

Capital Expenditures

    81,805     61,560     14,886     15,879     174,130  
 

Cash Paid for Acquisitions, Net of Cash acquired

    34,683     11,662     (27 )       46,318  
 

Additions to Customer Relationship and Acquisition Costs

    4,501     2,138             6,639  

Six Months Ended June 30, 2009

                               

Total Revenues

    1,035,840     320,670     112,864         1,469,374  

Depreciation and Amortization

    85,327     34,992     17,890     16,751     154,960  
 

Depreciation

    79,458     28,846     12,661     16,641     137,606  
 

Amortization

    5,869     6,146     5,229     110     17,354  

Contribution

    407,771     60,888     23,496     (78,706 )   413,449  

Total Assets(1)

    4,351,716     1,575,747     434,524     110,512     6,472,499  

Expenditures for Segment Assets

    71,243     47,814     9,266     11,440     139,763  
 

Capital Expenditures

    67,490     45,680     9,266     11,440     133,876  
 

Cash Paid for Acquisitions, Net of Cash acquired

    186     1,262             1,448  
 

Additions to Customer Relationship and Acquisition Costs

    3,567     872             4,439  

(1)
Excludes all intercompany receivables or payables and investment in subsidiary balances.

        The accounting policies of the reportable segments are the same as those described in Note 2. Contribution for each segment is defined as total revenues less cost of sales (excluding depreciation and amortization) and selling, general and administrative expenses which are directly attributable to the segment. Internally, we use Contribution as the basis for evaluating the performance of and allocating resources to our operating segments.

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

        A reconciliation of Contribution to income before provision for income taxes on a consolidated basis is as follows:

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2008   2009   2008   2009  

Contribution

  $ 195,954   $ 217,476   $ 375,359   $ 413,449  
 

Less: Depreciation and Amortization

    72,907     78,680     142,437     154,960  
 

(Gain) Loss on Disposal/Writedown of Property, Plant and Equipment, Net

    (839 )   742     2,706     (762 )
 

Interest Expense, net

    59,757     55,175     119,776     110,696  
 

Other Expense (Income), net

    3,532     (18,394 )   (2,503 )   (11,239 )
                   

Income before Provision for Income Taxes

  $ 60,597   $ 101,273   $ 112,943   $ 159,794  
                   

(8) Commitments and Contingencies

a.
Leases

        We are a party to numerous operating leases. No material changes in the obligations associated with these leases have occurred since December 31, 2008. See our Current Report on Form 8-K filed on May 8, 2009 for amounts outstanding at December 31, 2008.

b.
Litigation

        We are involved in litigation from time to time in the ordinary course of business with a portion of the defense and/or settlement costs being covered by various commercial liability insurance policies purchased by us. In the opinion of management, no material legal proceedings are pending to which we, or any of our properties, are subject. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred.

c.
London Fire

        In July 2006, we experienced a significant fire in a leased records and information management facility in London, England, that resulted in the complete destruction of the facility and its contents. The London Fire Brigade ("LFB") issued a report in which it was concluded that the fire resulted from human agency, i.e., arson, and its report to the Home Office concluded that the fire resulted from a deliberate act. The LFB also concluded that the installed sprinkler system failed to control the fire due to the primary fire pump being disabled prior to the fire and the standby fire pump being disabled in the early stages of the fire by third-party contractors. We have received notices of claims from customers or their subrogated insurance carriers under various theories of liabilities arising out of lost data and/or records as a result of the fire. Certain of those claims have resulted in litigation in courts in the United Kingdom. We deny any liability in respect of the London fire and we have referred these claims to our primary warehouse legal liability insurer, which has been defending them to date under a reservation of rights. Certain of the claims have also been settled for nominal amounts, typically one to two British pounds sterling per carton, as specified in the contracts, which amounts have been or will

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

be reimbursed to us from our primary property insurer. On or about April 12, 2007, a firm of British solicitors representing 31 customers and/or their subrogated insurers filed a Claim Form in the (U.K.) High Court of Justice, Queen's Bench Division, seeking unspecified damages in excess of 15,000 British pounds sterling on account of the records belonging to those customers that were destroyed in the fire. On or about April 20, 2007, another firm of British solicitors representing 21 customers and/or their subrogated insurer also filed a Claim Form in the same court seeking provisional damages of approximately 15,000 British pounds sterling on account of the records belonging to those customers that were destroyed in the fire. Both of those matters are being held in abeyance by agreement between the claimants and the solicitors appointed by our primary warehouse legal liability carrier. However, many of these claims, including larger ones, remain outstanding. On or about October 17, 2007, our primary warehouse legal liability carrier, in the name of our subsidiary Iron Mountain (U.K.) Limited, filed a Claim Form with the (U.K.) High Court of Justice, Queen's Bench Division, Commercial Court, against The Virgin Drinks Group Limited ("VDG"), a customer who had records destroyed in the fire, seeking a declaration to the effect that our liability to that customer is limited to a maximum of one British pound sterling per carton of lost records and, in any event, to a maximum of 500 British pounds sterling in the aggregate, in accordance with the parties' contract. We and The VDG settled the case and, on June 8, 2009, a Consent Order was entered in the case, pursuant to which The VDG agreed that the terms of the contract limiting our liability are enforceable as written, and reimbursed our insurer with respect to costs to the extent of 50 British Pounds Sterling. We believe we carry adequate property and liability insurance. We do not expect that this event will have a material impact to our consolidated results of operations or financial condition. Revenues from this facility represented less than 1% of our consolidated enterprise revenues.

(9) Subsequent Events

        We have evaluated subsequent events through July 31, 2009, which is the date our financial statements were issued.

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IRON MOUNTAIN INCORPORATED

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

        The following discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2009 should be read in conjunction with our Consolidated Financial Statements and Notes thereto for the three and six months ended June 30, 2009, included herein, and for the year ended December 31, 2008, included in our Current Report on Form 8-K dated May 8, 2009.

FORWARD-LOOKING STATEMENTS

        We have made statements in this Quarterly Report on Form 10-Q that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements concern our operations, economic performance, financial condition, goals, beliefs, future growth strategies, investments, objectives, plans and current expectations. The forward-looking statements are subject to various known and unknown risks, uncertainties and other factors. When we use words such as "believes," "expects," "anticipates," "estimates" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. Important factors that could cause actual results to differ from expectations include, among others: (1) the cost to comply with current and future legislation, regulations and customer demands relating to privacy issues; (2) the impact of litigation that may arise in connection with incidents in which we fail to protect our customer's information; (3) changes in the price for our services relative to the cost of providing such services; (4) changes in customer preferences and demand for our services; (5) in the various digital businesses in which we are engaged, the cost of capital and technical requirements, demand for our services or competition for customers; (6) our ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently; (7) the cost or potential liabilities associated with real estate necessary for our business; (8) the performance of business partners upon whom we depend for technical assistance or management and acquisition expertise outside the U.S.; (9) changes in the political and economic environments in the countries in which our international subsidiaries operate; (10) claims that our technology violates the intellectual property rights of a third party; and (11) other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated. You should not rely upon forward-looking statements except as statements of our present intentions and of our present expectations, which may or may not occur. Other risks may adversely impact us, as described more fully under "Item 1A. Risk Factors" in our Current Report on Form 8-K dated May 8, 2009. You should read these cautionary statements as being applicable to all forward-looking statements wherever they appear. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures we have made in this document, as well as our other periodic reports filed with the Securities and Exchange Commission (the "SEC").

Non-GAAP Measures

Operating Income Before Depreciation and Amortization, or OIBDA

        OIBDA is defined as operating income before depreciation and amortization expenses. OIBDA Margin is calculated by dividing OIBDA by total revenues. We use multiples of current or projected OIBDA in conjunction with our discounted cash flow models to determine our overall enterprise valuation and to evaluate acquisition targets. We believe OIBDA and OIBDA Margin provide current and potential investors with relevant and useful information regarding our ability to generate cash flow

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to support business investment and our ability to grow revenues faster than operating expenses. These measures are an integral part of the internal reporting system we use to assess and evaluate the operating performance of our business. OIBDA does not include certain items that we believe are not indicative of our core operating results, specifically: (1) other (income) expense, net and (2) cumulative effect of change in accounting principle.

        OIBDA also does not include interest expense, net and the provision for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Finally, OIBDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. OIBDA and OIBDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the Unites States of America ("GAAP"), such as operating or net income or cash flows from operating activities (as determined in accordance with GAAP).

Reconciliation of OIBDA to Operating Income and Net Income (in thousands):

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2008   2009   2008   2009  

OIBDA

  $ 196,793   $ 216,734   $ 372,653   $ 414,211  

Less: Depreciation and Amortization

    72,907     78,680     142,437     154,960  
                   
 

Operating Income

    123,886     138,054     230,216     259,251  
 

Less: Interest Expense, Net

    59,757     55,175     119,776     110,696  
   

Other (Income) Expense, Net

    3,532     (18,394 )   (2,503 )   (11,239 )
   

Provision for Income Taxes

    24,859     13,761     43,131     45,338  
                   

Net Income

  $ 35,738   $ 87,512   $ 69,812   $ 114,456  
                   

Critical Accounting Policies

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an on-going basis, we evaluate the estimates used, including those related to accounting for acquisitions, allowance for doubtful accounts and credit memos, impairment of tangible and intangible assets, income taxes, stock-based compensation and self-insured liabilities. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting policies include the following, which are listed in no particular order:

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        Further detail regarding our critical accounting policies can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes included in our Current Report on Form 8-K, as filed with the SEC on May 8, 2009. Management has determined that no material changes concerning our critical accounting policies have occurred since December 31, 2008.

Recent Accounting Pronouncements

        On January 1, 2009, we adopted Statement of Financial Accounting Standard No. 160, "Noncontrolling Interests in Consolidated Financial Statement—an Amendment of ARB No. 51" ("SFAS No. 160"). The presentation and disclosure requirements of SFAS No. 160 have been applied to all of our financial statements, notes and other financial data retrospectively for all periods presented. The adoption of SFAS No. 160 resulted in an increase to net income attributable to Iron Mountain Incorporated of $0.5 million, or $0.00 per diluted share, for the three months ended June 30, 2009, and an increase to net income attributable to Iron Mountain Incorporated of $2.9 million, or $0.01 per diluted share, for the six months ended June 30, 2009. SFAS No. 160 includes a prospective requirement allowing losses in excess of a noncontrolling interest's equity to go below zero. Excluding the impacts of the adoption of SFAS No. 160, net income attributable to Iron Mountain Incorporated and diluted earnings per share attributable to Iron Mountain Incorporated would have been $87.2 million and $0.43 per share and $113.6 million and $0.56 per share, respectively, for the three and six months ended June 30, 2009.

        In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 166, "Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140" ("SFAS No. 166") and SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" ("SFAS No. 167"). SFAS No. 166 will require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS No. 167 will require additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements. SFAS No. 166 and No. 167 will be effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity. We do not expect the adoption of SFAS No. 166 and No. 167 to have a material impact on our consolidated financial statements and results of operations.

        In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of SFAS No. 162" ("SFAS No. 168"). SFAS No. 168 establishes the FASB Accounting Standards Codification (the "Codification") to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 will be effective for financial statements issued for interim

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and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS No. 168 to have a material impact on our consolidated financial statements and results of operations.

Overview

        The following discussions set forth, for the periods indicated, management's discussion and analysis of results. Significant trends and changes are discussed for the three and six month periods ended June 30, 2009 within each section. Trends and changes that are consistent within the three and six months periods are not repeated and are discussed on a year-to-date basis.

        Our revenues consist of storage revenues as well as service revenues. Storage revenues, both physical and digital, which are considered a key performance indicator for the information protection and storage services industry, consist of largely recurring periodic charges related to the storage of materials or data (generally on a per unit basis), which are typically retained by customers for many years. Service revenues are comprised of charges for related core service activities and a wide array of complementary products and services. Included in core service revenues are: (1) the handling of records including the addition of new records, temporary removal of records from storage, refiling of removed records, destruction of records, and permanent withdrawals from storage; (2) courier operations, consisting primarily of the pickup and delivery of records upon customer request; (3) secure shredding of sensitive documents; and (4) other recurring services including maintenance and support contracts. Our complementary services revenues include special project work, data restoration projects, fulfillment services, consulting services and product sales (including software licenses, specially designed storage containers and related supplies). Our secure shredding business generates the sale of recycled paper (included in complementary services revenues), the price of which can fluctuate from period to period, adding to the volatility and reducing the predictability of that revenue stream.

        Due to the declining economic environment in 2008, the current fair market values of vans, trucks and mobile shredding units within our vehicle fleet portfolio, which we lease, have declined. As a result, certain vehicle leases that previously met the requirements to be considered operating leases are classified as capital leases upon renewal, or at lease inception, for new leases. The impact of this change on comparability to the prior period will be to lower vehicle rent expense (a component of transportation costs within cost of sales) by approximately $22.3 million, offset by an increased amount of combined depreciation (by approximately $20.6 million) and interest expense (by approximately $3.3 million) for the year ending December 31, 2009.

        Beginning in the third quarter of 2008, we saw a dramatic strengthening of the U.S. dollar in comparison to the major foreign currencies of our most significant international markets, which led to a decrease in reported revenue and expenses in the first half of 2009 as compared to the first half of 2008. It is difficult to predict how much foreign currency exchange rates will fluctuate in the future and how those fluctuations will impact our consolidated statement of operations. Due to the expansion of our international operations, these fluctuations have become material on individual balances. If exchange rates remain at current levels throughout 2009, we expect a decline in revenues and expenses as reported in U.S. dollars when comparing our 2009 results to our 2008 results. However, because both the revenues and expenses are denominated in the local currency of the country in which they are derived or incurred, the impact of currency fluctuations on our operating income and operating margin is mitigated. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the percentage change in the results from one period to another period in this report using constant currency disclosure. The constant currency growth rates are calculated by translating the 2008 results at the 2009 average exchange rates.

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        The following table is a comparison of underlying average exchange rates of the foreign currencies that had the most significant impact on our U.S. dollar-reported revenues and expenses:

 
  Average Exchange
Rates for the
Three Months
Ended June 30,
   
 
 
  Percentage
(Strengthening)/
Weakening of
the U.S. dollar
 
 
  2008   2009  

British pound sterling*

  $ 1.982   $ 1.445     (27.1 )%

Canadian dollar

  $ 0.990   $ 0.858     (13.3 )%

Euro*

  $ 1.533   $ 1.302     (15.1 )%

 

 
  Average Exchange
Rates for the
Six Months
Ended June 30,
   
 
 
  Percentage
(Strengthening)/
Weakening of
the U.S. dollar
 
 
  2008   2009  

British pound sterling*

  $ 2.002   $ 1.468     (26.7 )%

Canadian dollar

  $ 0.993   $ 0.831     (16.3 )%

Euro*

  $ 1.499   $ 1.310     (12.6 )%

*
Corresponding to the appropriate periods based on Iron Mountain Europe Limited's fiscal year ended October 31.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2009 to Three and Six Months Ended June 30, 2008 (in thousands):

 
  Three Months Ended
June 30,
   
   
 
 
  Dollar
Change
  Percentage
Change
 
 
  2008   2009  

Revenues

  $ 768,857   $ 746,028   $ (22,829 )   (3.0 )%

Operating Expenses

    644,971     607,974     (36,997 )   (5.7 )%
                     
 

Operating Income

    123,886     138,054     14,168     11.4 %

Other Expenses, Net

    88,148     50,542     (37,606 )   (42.7 )%
                     
 

Net Income

    35,738     87,512     51,774     144.9 %

Net Loss Attributable to the Noncontrolling Interests

    (148 )   (126 )   22     14.9 %
                     
 

Net Income Attributable to Iron Mountain Incorporated

  $ 35,886   $ 87,638   $ 51,752     144.2 %
                     

OIBDA(1)

  $ 196,793   $ 216,734   $ 19,941     10.1 %
                     

OIBDA Margin(1)

    25.6 %   29.1 %            

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  Six Months Ended
June 30,
   
   
 
 
  Dollar
Change
  Percentage
Change
 
 
  2008   2009  

Revenues

  $ 1,518,241   $ 1,469,374   $ (48,867 )   (3.2 )%

Operating Expenses

    1,288,025     1,210,123     (77,902 )   (6.0 )%
                     
 

Operating Income

    230,216     259,251     29,035     12.6 %

Other Expenses, Net

    160,404     144,795     (15,609 )   (9.7 )%
                     
 

Net Income

    69,812     114,456     44,644     63.9 %

Net Income (Loss) Attributable to the Noncontrolling Interests

    444     (1,981 )   (2,425 )   (546.2 )%
                     
 

Net Income Attributable to Iron Mountain Incorporated

  $ 69,368   $ 116,437   $ 47,069     67.9 %
                     

OIBDA(1)

  $ 372,653   $ 414,211   $ 41,558     11.2 %
                     

OIBDA Margin(1)

    24.5 %   28.2 %            

(1)
See "Non-GAAP Measures—Operating Income Before Depreciation and Amortization, or OIBDA" for definition, reconciliation and a discussion of why we believe these measures provide relevant and useful information to our current and potential investors.

REVENUES

 
  Three Months Ended
June 30,
   
  Percentage Change    
 
 
  Dollar
Change
   
  Constant
Currency
  Internal
Growth(1)
 
 
  2008   2009   Actual  

Storage

  $ 416,195   $ 415,810   $ (385 )   (0.1 )%   6.1 %   6 %

Core Service

    241,740     235,353     (6,387 )   (2.6 )%   5.9 %   5 %
                                 
 

Total Core Revenue

    657,935     651,163     (6,772 )   (1.0 )%   6.0 %   6 %

Complementary Services

    110,922     94,865     (16,057 )   (14.5 )%   (8.2 )%   (6 )%
                                 
 

Total Revenue

  $ 768,857   $ 746,028   $ (22,829 )   (3.0 )%   4.0 %   4 %
                                 

 

 
  Six Months Ended
June 30,
   
  Percentage Change    
 
 
  Dollar
Change
   
  Constant
Currency
  Internal
Growth(1)
 
 
  2008   2009   Actual  

Storage

  $ 820,512   $ 825,667   $ 5,155     0.6 %   7.0 %   7 %

Core Service

    470,622     464,838     (5,784 )   (1.2 )%   7.5 %   6 %
                                 
 

Total Core Revenue

    1,291,134     1,290,505     (629 )   (0.0 )%   7.2 %   7 %

Complementary Services

    227,107     178,869     (48,238 )   (21.2 )%   (15.5 )%   (11 )%
                                 
 

Total Revenue

  $ 1,518,241   $ 1,469,374   $ (48,867 )   (3.2 )%   3.8 %   4 %
                                 

(1)
Our internal revenue growth rate represents the weighted average year-over-year growth rate of our revenues after removing the effects of acquisitions, divestitures and foreign currency exchange rate fluctuations.

        Our consolidated storage revenues decreased $0.4 million, or (0.1%), to $415.8 million and increased $5.2 million, or 0.6%, to $825.7 million for the three and six months ended June 30, 2009, respectively, from $416.2 million and $820.5 million for the three and six months ended June 30, 2008,

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respectively. The increase is attributable to internal revenue growth of 7% for the six month period, resulting from strength across all of our operating segments, offset by foreign currency exchange rate fluctuations of (6%). Current economic factors have led to a moderation in our storage growth rate, as a result of longer new sales cycles in our digital business and higher destruction rates in our physical business.

        Consolidated service revenues decreased $22.4 million, or (6.4%), to $330.2 million and $54.0 million, or (7.7%), to $643.7 million for the three and six months ended June 30, 2009, respectively, from $352.7 million and $697.7 million for the three and six months ended June 30, 2008, respectively. Service revenue internal growth was 1% as a result of solid core revenue internal growth of 5% and 6% in the three and six months ended June 30, 2009, respectively, which was supported by consistent performance across all of our operating segments, offset by an internal growth rate of negative 6% and 11%, in the three and six months ended June 30, 2009, respectively, for our complementary service revenues. As expected, complementary service revenues decreased primarily due to the completion of a large special project in Europe in the third quarter of 2008 and $25.5 million less revenue from the sale of recycled paper revenues resulting from a steep decline in recycled paper pricing. We also experienced softness in the first half of 2009 in the more discretionary revenues such as special project revenues, fulfillment services and technology sales. Core service revenue growth was also constrained by current economic trends. Unfavorable foreign currency exchange rate fluctuations reduced reported service revenues by 8% for the first six months of 2009 compared to the same period in 2008.

        For the reasons stated above, our consolidated revenues decreased $22.8 million, or (3.0%), to $746.0 million and $48.9 million, or (3.2%), to $1,469.4 million for the three and six months ended June 30, 2009, respectively, from $768.9 million and $1,518.2 million for the three and six months ended June 30, 2008, respectively. Internal revenue growth was 4% for both the three and six months ended June 30, 2009. We calculate internal revenue growth in local currency for our international operations. For both the three and six months ended June 30, 2009, foreign currency exchange rate fluctuations negatively impacted our reported revenues by (7%), primarily due to the weakening of the British pound sterling, Canadian dollar and Euro against the U.S. dollar, based on an analysis of weighted average rates for the comparable periods.

Internal Growth—Eight-Quarter Trend

 
  2007   2008   2009  
 
  Third
Quarter
  Fourth
Quarter
  First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
  First
Quarter
  Second
Quarter
 

Storage Revenue

    8 %   8 %   8 %   8 %   8 %   8 %   7 %   6 %

Service Revenue

    16 %   12 %   10 %   9 %   9 %   5 %   0 %   1 %

Total Revenues

    12 %   10 %   9 %   9 %   8 %   7 %   4 %   4 %

        During the past eight quarters our storage internal growth rate has ranged between 6% and 8%. The internal growth rate for service revenue is inherently more volatile than the storage revenue internal growth rate due to the more discretionary nature of certain complementary services we offer, such as large special projects, software licenses, and recycled paper revenues. These revenues are often event driven and impacted to a greater extent by economic downturns as customers defer or cancel the purchase of certain services as a way to reduce their short-term costs, and may be difficult to replicate in future periods. The internal growth rate for service revenues reflects the following: (1) growth in North American storage-related service revenues, increased special project revenues and higher recycled paper revenues through the third quarter of 2008; (2) two large public sector contracts in Europe, one that was completed in the third quarter of 2007 and one that was completed in the third quarter of 2008; (3) continued growth in our secure shredding operations; (4) declines in commodity prices for recycled paper and fuel; and (5) the expected softness in our complementary service revenues, such as special project revenues, fulfillment services and technology sales, beginning in the fourth quarter of 2008.

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OPERATING EXPENSES

Cost of Sales

        Consolidated cost of sales (excluding depreciation and amortization) is comprised of the following expenses (in thousands):

 
  Three Months Ended
June 30,
   
  Percentage Change   % of
Consolidated
Revenues
   
 
 
   
  Percentage
Change
(Favorable)/
Unfavorable
 
 
  Dollar
Change
   
  Constant
Currency
 
 
  2008   2009   Actual   2008   2009  

Labor

  $ 171,992   $ 155,777   $ (16,215 )   (9.4 )%   (2.1 )%   22.4 %   20.9 %   (1.5 )%

Facilities

    98,017     98,570     553     0.6 %   8.8 %   12.7 %   13.2 %   0.5 %

Transportation

    38,693     27,161     (11,532 )   (29.8 )%   (24.6 )%   5.0 %   3.6 %   (1.4 )%

Product Cost of Sales

    12,897     7,835     (5,062 )   (39.2 )%   (34.3 )%   1.7 %   1.1 %   (0.6 )%

Other

    25,372     23,355     (2,017 )   (7.9 )%   (2.7 )%   3.3 %   3.1 %   (0.2 )%
                                             

  $ 346,971   $ 312,698   $ (34,273 )   (9.9 )%   (2.8 )%   45.1 %   41.9 %   (3.2 )%
                                             

 

 
  Six Months Ended
June 30,
   
  Percentage Change   % of
Consolidated
Revenues
   
 
 
   
  Percentage
Change
(Favorable)/
Unfavorable
 
 
  Dollar
Change
   
  Constant
Currency
 
 
  2008   2009   Actual   2008   2009  

Labor

  $ 338,677   $ 310,388   $ (28,289 )   (8.4 )%   (1.0 )%   22.3 %   21.1 %   (1.2 )%

Facilities

    202,845     203,203     358     0.2 %   8.2 %   13.4 %   13.8 %   0.4 %

Transportation

    76,082     55,260     (20,822 )   (27.4 )%   (21.8 )%   5.0 %   3.8 %   (1.2 )%

Product Cost of Sales

    27,808     16,016     (11,792 )   (42.4 )%   (38.1 )%   1.8 %   1.1 %   (0.7 )%

Other

    49,310     44,811     (4,499 )   (9.1 )%   (3.4 )%   3.2 %   3.0 %   (0.2 )%
                                             

  $ 694,722   $ 629,678   $ (65,044 )   (9.4 )%   (2.2 )%   45.8 %   42.9 %   (2.9 )%
                                             

Labor

        Labor expense was favorably impacted by 7 percentage points of currency variations during both the three and six months ended June 30, 2009. Excluding the effect of currency rate fluctuations, labor expense decreased by 2.1% and 1.0% in the three and six months ended June 30, 2009, respectively, due to lower labor costs and productivity gains in our North American Physical Business.

Facilities

        Facilities costs were favorably impacted by 8 percentage points of currency variations during both the three and six months ended June 30, 2009. The largest component of our facilities cost is rent expense, which, in constant currency terms, increased by $6.4 million for the first six months of 2009 over the first six months of 2008, but decreased from 12.6% of consolidated storage revenues for the six months ended June 30, 2008 to 12.4% of consolidated storage revenues for the six months ended June 30, 2009. We expect this trend to continue throughout 2009, mainly as a result of the impact of revenue mix and due to incremental rent charges incurred in the latter half of 2008 related to our U.K. operations. Other facilities costs increased in constant currency terms by $9.0 million due to increased common area charges of $3.6 million, property taxes and insurance of $3.1 million, and utilities of $2.3 million, related to rising costs and an increased number of facilities.

Transportation

        Transportation expenses were favorably impacted by 5 and 6 percentage points of currency variations during the three and six months ended June 30, 2009, respectively. Certain vehicle leases related to vans, trucks and mobile shredding units in our vehicle lease portfolio previously classified as operating leases are now classified as capital leases upon renewal or at inception for new leases. As a

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result, for the three and six months ended June 30, 2009 we had lower vehicle rent expense in our North America Physical segment of approximately $5.7 million and $10.7 million, respectively (offset by an increased amount of combined depreciation of approximately $5.2 million and $10.0 million, respectively, and interest expense of approximately $0.8 million and $1.6 million, respectively). We expect this trend to continue throughout 2009. In addition, fuel costs have decreased by $4.4 million and $6.8 million during the three and six months ended June 30, 2009, respectively, as compared to the 2008 periods. The lower fuel cost is primarily due to lower commodity prices and to a lesser extent, the benefit of productivity gains from ongoing transportation improvement initiatives.

Product Cost of Sales and Other

        Product and other cost of sales, which includes cartons, media and other service, storage and supply costs, are highly correlated to complementary revenue streams. These costs were favorably impacted by 5 and 4 percentage points of currency variations during the three and six months ended June 30, 2009, respectively. Approximately $9.5 million of the decrease in product costs of sales for the six months ended June 30, 2009 compared to the six months ended June 30, 2008, is due to the sale of our North American data product sales line in the second quarter of 2008, which consisted of the sale of data storage media, imaging products and data center furniture to our physical data protection and recovery services customers. Other cost of sales declined due to a decrease in complementary revenue.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses are comprised of the following expenses (in thousands):

 
  Three Months Ended
June 30,
   
  Percentage Change   % of
Consolidated
Revenues
   
 
 
   
  Percentage
Change
(Favorable)/
Unfavorable
 
 
  Dollar
Change
   
  Constant
Currency
 
 
  2008   2009   Actual   2008   2009  

General and Administrative

  $ 115,330   $ 110,345   $ (4,985 )   (4.3 )%   3.6 %   15.0 %