Edgar Filing: IRON MOUNTAIN INC

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2011
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 ý 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 25, 2011: 203,145,012

Table of Contents

IRON MOUNTAIN INCORPORATED

Index



PART I—FINANCIAL INFORMATION
Item 1—Unaudited Consolidated Financial Statements
	Consolidated Balance Sheets at December 31, 2010 and June 30, 2011 (Unaudited)	3
	Consolidated Statements of Operations for the Three Months Ended June 30, 2010 and 2011 (Unaudited)	4
	Consolidated Statements of Operations for the Six Months Ended June 30, 2010 and 2011 (Unaudited)	5
	Consolidated Statements of Equity for the Six Months Ended June 30, 2010 and 2011 (Unaudited)	6
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2010 and 2011 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2011 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations		50
Item 4—Controls and Procedures		73
PART II—OTHER INFORMATION
Item 1—Legal Proceedings		73
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds		73
Item 6—Exhibits		74
Signatures		75

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, 2010			June 30, 2011

ASSETS
Current Assets:
	Cash and cash equivalents				$	258,693		$	271,424
	Restricted cash					35,105			35,108
	Accounts receivable (less allowances of $21,545 and $23,258, respectively)					533,070			577,616
	Deferred income taxes					37,565			51,702
	Prepaid expenses and other					138,643			120,670
	Assets of discontinued operations (see Note 10)					202,726			13,126

			Total Current Assets			1,205,802			1,069,646
Property, Plant and Equipment:
	Property, plant and equipment					4,178,652			4,298,306
	Less—Accumulated depreciation					(1,702,825	)		(1,820,107	)

			Property, Plant and Equipment, net			2,475,827			2,478,199
Other Assets, net:
	Goodwill					2,282,137			2,358,129
	Customer relationships and acquisition costs					387,779			450,108
	Deferred financing costs					29,146			32,103
	Other					29,042			22,514

			Total Other Assets, net			2,728,104			2,862,854

			Total Assets		$	6,409,733		$	6,410,699

LIABILITIES AND EQUITY
Current Liabilities:
	Current portion of long-term debt				$	96,603		$	66,199
	Accounts payable					145,089			133,633
	Accrued expenses					385,056			422,402
	Deferred revenue					173,676			172,816
	Liabilities of discontinued operations (see Note 10)					57,222			3,342

			Total Current Liabilities			857,646			798,392
Long-term Debt, net of current portion						2,912,465			2,866,920
Other Long-term Liabilities						86,605			85,732
Deferred Rent						95,860			95,709
Deferred Income Taxes						493,895			501,837
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 200,064,066 shares and 202,871,443 shares, respectively)				2,001			2,029
		Additional paid-in capital				1,228,655			1,047,150
		Retained earnings				695,707			933,626
		Accumulated other comprehensive items, net				29,482			70,801

				Total Iron Mountain Incorporated Stockholders' Equity		1,955,845			2,053,606

	Noncontrolling Interests					7,417			8,503

		Total Equity				1,963,262			2,062,109

				Total Liabilities and Equity	$	6,409,733		$	6,410,699

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,

			2010			2011
Revenues:
	Storage (see Note 2.q.)		$	398,131		$	420,568
	Service (see Note 2.q.)			326,652			342,321

		Total Revenues		724,783			762,889
Operating Expenses:
	Cost of sales (excluding depreciation and amortization)			294,681			311,382
	Selling, general and administrative			196,775			224,569
	Depreciation and amortization			75,499			79,778
	(Gain) Loss on disposal/writedown of property, plant and equipment, net			(139	)		(211	)

		Total Operating Expenses		566,816			615,518
Operating Income (Loss)				157,967			147,371
Interest Expense, Net (includes Interest Income of $368 and $493, respectively)				52,617			49,011
Other Expense (Income), Net				4,148			2,657

		Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		101,202			95,703
Provision (Benefit) for Income Taxes				52,274			30,173

Income (Loss) from Continuing Operations				48,928			65,530
Income (Loss) from Discontinued Operations (see Note 10), Net of Tax				(7,176	)		(5,832	)
Gain (Loss) on Sale of Discontinued Operations (see Note 10), Net of Tax				—			193,349

Net Income (Loss)				41,752			253,047
		Less: Net Income (Loss) Attributable to Noncontrolling Interests		460			363

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	41,292		$	252,684

Earnings per Share—Basic:
Income (Loss) from Continuing Operations			$	0.24		$	0.32

Total Income (Loss) from Discontinued Operations			$	(0.04	)	$	0.93

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	0.20		$	1.25

Earnings per Share—Diluted:
Income (Loss) from Continuing Operations			$	0.24		$	0.32

Total Income (Loss) from Discontinued Operations			$	(0.04	)	$	0.92

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	0.20		$	1.24

Weighted Average Common Shares Outstanding—Basic				203,006			201,653

Weighted Average Common Shares Outstanding—Diluted				204,210			203,311

Dividends Declared per Common Share			$	0.0625		$	0.2500

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,

			2010			2011
Revenues:
	Storage (see Note 2.q.)		$	796,378		$	837,651
	Service (see Note 2.q.)			653,985			675,530

		Total Revenues		1,450,363			1,513,181
Operating Expenses:
	Cost of sales (excluding depreciation and amortization)			605,770			630,865
	Selling, general and administrative			396,560			439,696
	Depreciation and amortization			151,113			160,857
	(Gain) Loss on disposal/writedown of property, plant and equipment, net			(1,156	)		512

		Total Operating Expenses		1,152,287			1,231,930
Operating Income (Loss)				298,076			281,251
Interest Expense, Net (includes Interest Income of $790 and $1,044, respectively)				105,533			97,998
Other Expense (Income), Net				12,908			(6,296	)

		Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		179,635			189,549
Provision (Benefit) for Income Taxes				97,482			46,858

Income (Loss) from Continuing Operations				82,153			142,691
Income (Loss) from Discontinued Operations (see Note 10), Net of Tax				(14,562	)		(8,374	)
Gain (Loss) on Sale of Discontinued Operations (see Note 10), Net of Tax				—			193,349

Net Income (Loss)				67,591			327,666
		Less: Net Income (Loss) Attributable to Noncontrolling Interests		733			1,522

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	66,858		$	326,144

Earnings per Share—Basic:
Income (Loss) from Continuing Operations			$	0.40		$	0.71

Total Income (Loss) from Discontinued Operations			$	(0.07	)	$	0.92

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	0.33		$	1.62

Earnings per Share—Diluted:
Income (Loss) from Continuing Operations			$	0.40		$	0.71

Total Income (Loss) from Discontinued Operations			$	(0.07	)	$	0.91

Net Income (Loss) Attributable to Iron Mountain Incorporated			$	0.33		$	1.61

Weighted Average Common Shares Outstanding—Basic				203,294			200,941

Weighted Average Common Shares Outstanding—Diluted				204,458			202,281

Dividends Declared per Common Share			$	0.1250		$	0.4375

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)

(Unaudited)

								Iron Mountain Incorporated Stockholders' Equity

								Common Stock												Accumulated Other Comprehensive Items, Net
					Comprehensive Income (Loss)			Common Stock						Additional Paid-in Capital			Retained Earnings						Noncontrolling Interests
		Total			Comprehensive Income (Loss)			Shares			Amounts			Additional Paid-in Capital			Retained Earnings						Noncontrolling Interests
Balance, December 31, 2009		$	2,157,471		$	—			203,546,757		$	2,035		$	1,298,657		$	825,014		$	27,661		$	4,104
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,284			21,392			—			614,536			6			21,386			—			—			—
Stock options issued in connection with an acquisition			1,997			—			—			—			1,997			—			—			—
Stock repurchases			(54,316	)		—			(2,185,643	)		(21	)		(54,295	)		—			—			—
Parent cash dividends (see Note 9)			(25,361	)		—			—			—			—			(25,361	)		—			—
Comprehensive Income (Loss):
	Currency translation adjustment		(52,008	)		(52,008	)		—			—			—			—			(51,624	)		(384	)
	Net income (loss)		67,591			67,591			—			—			—			66,858			—			733

Comprehensive Income (Loss)					$	15,583			—			—			—			—			—			—

Noncontrolling interests dividends			(711	)					—			—			—			—			—			(711	)

Balance, June 30, 2010		$	2,116,055						201,975,650		$	2,020		$	1,267,745		$	866,511		$	(23,963	)	$	3,742

							Iron Mountain Incorporated Stockholders' Equity

							Common Stock												Accumulated Other Comprehensive Items, Net
					Comprehensive Income (Loss)		Common Stock						Additional Paid-in Capital			Retained Earnings					Noncontrolling Interests
		Total			Comprehensive Income (Loss)		Shares			Amounts			Additional Paid-in Capital			Retained Earnings					Noncontrolling Interests
Balance, December 31, 2010		$	1,963,262		$	—		200,064,066		$	2,001		$	1,228,655		$	695,707		$	29,482	$	7,417
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $57			79,493			—		3,191,546			32			79,461			—			—		—
Stock repurchases			(260,970	)		—		(384,169	)		(4	)		(260,966	)		—			—		—
Parent cash dividends (see Note 9)			(88,225	)		—		—			—			—			(88,225	)		—		—
Comprehensive Income (Loss):
	Currency translation adjustment		41,474			41,474		—			—			—			—			41,319		155
	Net income (loss)		327,666			327,666		—			—			—			326,144			—		1,522

Comprehensive Income (Loss)					$	369,140		—			—			—			—			—		—

Noncontrolling interests equity contributions			217					—			—			—			—			—		217
Noncontrolling interests dividends			(808	)				—			—			—			—			—		(808	)

Balance, June 30, 2011		$	2,062,109					202,871,443		$	2,029		$	1,047,150		$	933,626		$	70,801	$	8,503

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,

		2010			2011
Net Income (Loss)		$	41,752		$	253,047
Other Comprehensive Income (Loss):
	Foreign Currency Translation Adjustments		(32,450	)		18,996

Total Other Comprehensive (Loss) Income			(32,450	)		18,996

Comprehensive Income (Loss)			9,302			272,043
	Comprehensive Income (Loss) Attributable to Noncontrolling Interests		156			558

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated		$	9,146		$	271,485

		Six Months Ended June 30,

		2010			2011
Net Income (Loss)		$	67,591		$	327,666
Other Comprehensive Income (Loss):
	Foreign Currency Translation Adjustments		(52,008	)		41,474

Total Other Comprehensive (Loss) Income			(52,008	)		41,474

Comprehensive Income (Loss)			15,583			369,140
	Comprehensive Income (Loss) Attributable to Noncontrolling Interests		349			1,677

Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated		$	15,234		$	367,463

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,

		2010			2011
Cash Flows from Operating Activities:
	Net income (loss)	$	67,591		$	327,666
	(Income) Loss from discontinued operations (see Note 10)		14,562			8,374
	(Gain) Loss on sale of discontinued operations (see Note 10)		—			(193,349	)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
	Depreciation		138,509			146,725
	Amortization (includes deferred financing costs and bond discount of $2,647 and $2,857, respectively)		15,251			16,989
	Stock-based compensation expense		9,117			8,039
	Provision for deferred income taxes		2,685			2,376
	Loss on early extinguishment of debt, net		—			993
	(Gain) Loss on disposal/writedown of property, plant and equipment, net		(1,156	)		512
	Foreign currency transactions and other, net		22,702			(6,134	)
Changes in Assets and Liabilities (exclusive of acquisitions):
	Accounts receivable		4,676			(35,866	)
	Prepaid expenses and other current assets		8,150			(9,966	)
	Accounts payable		(17,414	)		2,404
	Accrued expenses, deferred revenue and other current liabilities		(8,456	)		(24,329	)
	Other assets and long-term liabilities		14,120			(3,224	)

	Cash Flows from Operating Activities—Continuing Operations		270,337			241,210
	Cash Flows from Operating Activities—Discontinued Operations		(2,239	)		1,847

	Cash Flows from Operating Activities		268,098			243,057
Cash Flows from Investing Activities:
	Capital expenditures		(131,067	)		(99,396	)
	Cash paid for acquisitions, net of cash acquired		(11,764	)		(75,172	)
	Investment in restricted cash		(35,102	)		(3	)
	Additions to customer relationship and acquisition costs		(5,469	)		(11,077	)
	Proceeds from sales of property and equipment and other, net		10,961			(428	)

	Cash Flows from Investing Activities—Continuing Operations		(172,441	)		(186,076	)
	Cash Flows from Investing Activities—Discontinued Operations		(118,127	)		376,563

	Cash Flows from Investing Activities		(290,568	)		190,487
Cash Flows from Financing Activities:
	Repayment of revolving credit and term loan facilities and other debt		(65,749	)		(1,593,705	)
	Proceeds from revolving credit and term loan facilities and other debt		39,257			1,676,069
	Early retirement of senior subordinated notes		—			(231,255	)
	Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		(65	)		480
	Stock repurchases		(50,564	)		(260,970	)
	Parent cash dividends		(12,720	)		(75,044	)
	Proceeds from exercise of stock options and employee stock purchase plan		9,174			69,501
	Excess tax benefits from stock-based compensation		1,284			57
	Payment of debt financing costs		—			(8,217	)

	Cash Flows from Financing Activities—Continuing Operations		(79,383	)		(423,084	)
	Cash Flows from Financing Activities—Discontinued Operations		196			(411	)

	Cash Flows from Financing Activities		(79,187	)		(423,495	)
Effect of Exchange Rates on Cash and Cash Equivalents			(4,520	)		2,682

(Decrease) Increase in Cash and Cash Equivalents			(106,177	)		12,731
Cash and Cash Equivalents, Beginning of Period			446,656			258,693

Cash and Cash Equivalents, End of Period		$	340,479		$	271,424

Supplemental Information:
	Cash Paid for Interest	$	113,198		$	107,542

	Cash Paid for Income Taxes	$	66,669		$	68,601

Non-Cash Investing and Financing Activities:
	Capital Leases	$	21,276		$	16,204

	Accrued Capital Expenditures	$	22,904		$	17,058

	Dividends Payable	$	12,641		$	50,695

	Unsettled Purchases of Parent Common Stock	$	3,752		$	—

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. We are a global full-service provider of information management and related services for all media in various locations throughout North America, Europe, Latin America and Asia Pacific. We have a diversified customer base comprised of commercial, legal, banking, health care, accounting, insurance, entertainment and government organizations.

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, 2010 included in our Annual Report on Form 10-K filed on March 1, 2011.

In August 2010, Iron Mountain Incorporated ("IMI") divested the domain name management product line of its digital business (the "Domain Name Product Line"). On June 2, 2011, IMI completed the sale (the "Digital Sale") of its online backup and recovery, digital archiving and eDiscovery solutions businesses of its digital business (the "Digital Business") to Autonomy Corporation plc, a corporation formed under the laws of England and Wales ("Autonomy"), pursuant to a purchase and sale agreement dated as of May 15, 2011 among IMI, certain subsidiaries of IMI and Autonomy (the "Digital Sale Agreement"). The financial position, operating results and cash flows of these digital businesses, for all periods presented, including the gains on the sales, have been reflected as discontinued operations for financial reporting purposes. Additionally, in May 2011, IMI committed to a plan to sell its records management business in New Zealand (the "New Zealand Business"). As of June 30, 2011, the New Zealand Business has been classified as held for sale and, for all periods presented, the financial position, operating results and cash flows of the New Zealand Business have been reflected as discontinued operations for financial reporting purposes. See "Note 10. Discontinued Operations" for a further discussion of these events.

(2) Summary of Significant Accounting Policies

a. Principles of Consolidation and Change in Accounting Principle

The accompanying financial statements reflect our financial position, results of operations and cash flows on a consolidated basis. All intercompany account balances have been eliminated.

b. Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on hand and cash invested in short-term securities which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value.

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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)

We have restricted cash associated with a collateral trust agreement with our insurance carrier that was entered into in 2010 related to our worker's compensation self-insurance program. The restricted cash subject to this agreement was $35,105 and $35,108 as of December 31, 2010 and June 30, 2011, respectively, and is included in current assets on our consolidated balance sheets. Restricted cash consists primarily of U.S. treasuries.

c. Foreign Currency

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. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity 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 agreement, and (d) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries which are not considered permanently invested, are included in other expense (income), net, on our consolidated statements of operations. The total gain or loss on foreign currency transactions amounted to a net loss of $3,754 and $8,951 for the three and six months ended June 30, 2010, respectively. The total gain or loss on foreign currency transactions amounted to a net loss of $1,853 and a net gain of $1,243 for the three and six months ended June 30, 2011, respectively.

d. Goodwill and Other Intangible Assets

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 most recent annual goodwill impairment review as of October 1, 2010 and noted no impairment of goodwill. As of December 31, 2010 and June 30, 2011, no factors were identified that would alter our October 1, 2010 goodwill assessment. In making this assessment, we relied on a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values.

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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)

Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2010 were as follows: North America; Europe; Latin America; Australia; Joint Ventures (which includes India, the various joint ventures in Southeast Asia and Russia (referred to as "Joint Ventures")); and Business Process Management ("BPM"). Given their similar economic characteristics, products, customers and processes, (1) the United Kingdom, Ireland and Norway and (2) the countries of Continental Europe (excluding Joint Ventures), each a reporting unit, have been aggregated as Europe and tested as one for goodwill impairment. As of December 31, 2010, the carrying value of goodwill, net amounted to $1,750,420, $440,920, $29,787 and $61,010 for North America, Europe, Latin America and Australia, respectively. As of June 30, 2011, the carrying value of goodwill, net amounted to $1,759,246, $503,410, $30,684, and $64,789 for North America, Europe, Latin America and Australia, respectively. Our Joint Ventures and BPM reporting units have no goodwill as of December 31, 2010 and June 30, 2011, respectively.

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 and earnings. 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.

The changes in the carrying value of goodwill attributable to each reportable operating segment for the six months ended June 30, 2011 is as follows:

	North American Physical Business		International Physical Business			Total Consolidated

Balance as of December 31, 2010	$	1,750,420	$	531,717		$	2,282,137
Deductible goodwill acquired during the year		1,384		—			1,384
Non-deductible goodwill acquired during the year		—		35,207			35,207
Fair value and other adjustments(1)		161		(1,450	)		(1,289	)
Currency effects		7,281		33,409			40,690

Balance as of June 30, 2011	$	1,759,246	$	598,883		$	2,358,129

(1): Fair value and other adjustments primarily include $(1,347) of adjustments to property, plant and equipment, net, customer relationships and deferred income taxes, as well as $58 of cash paid related to prior years' acquisitions.

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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 components of our amortizable intangible assets at June 30, 2011 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Customer Relationships and Acquisition Costs	$	626,375	$	(176,267	)	$	450,108
Core Technology(1)		3,943		(2,220	)		1,723
Trademarks and Non-Compete Agreements(1)		3,038		(2,302	)		736
Deferred Financing Costs		48,249		(16,146	)		32,103

Total	$	681,605	$	(196,935	)	$	484,670

(1): Included in other assets, net in the accompanying consolidated balance sheet.

e. Stock-Based Compensation

We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock, restricted stock units, performance units and shares of stock issued under the employee stock purchase plan (together, "Employee Stock-Based Awards").

Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying consolidated statements of operations for the three and six months ended June 30, 2010 was $6,082, including $879 in discontinued operations ($4,721 after tax or $0.02 per basic and diluted share), and $10,809, including $1,692 in discontinued operations ($8,421 after tax or $0.04 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and six months ended June 30, 2011 was $3,266, including $(334) in discontinued operations ($430 income after tax or $0.00 per basic and diluted share), and $8,299, including $260 in discontinued operations ($2,734 after tax or $0.01 per basic and diluted share), respectively.

Stock-based compensation expense for Employee Stock Based Awards included in the accompanying consolidated statements of operations related to continuing operations is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,

	2010		2011		2010		2011
Cost of sales (excluding depreciation and amortization)	$	105	$	45	$	140	$	320
Selling, general and administrative expenses		5,098		3,555		8,977		7,719

Total stock-based compensation	$	5,203	$	3,600	$	9,117	$	8,039

The benefits associated with the tax deductions in excess of recognized compensation cost are required to 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 $1,284 and $57 for the six months ended June 30, 2010 and 2011, respectively, from the benefits of tax deductions in excess of recognized compensation cost. We used the short form method to calculate the

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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)

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 ten years, unless the holder's employment is terminated. 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, 2011, ten-year vesting options represent 6.5% of total outstanding options. Beginning in 2011, certain of the options we issue become exercisable ratably over a period of three years and have a contractual life of ten years, unless the holder's employment is terminated. As of June 30, 2011, three-year vesting options represent 9.9% of total outstanding options. Our directors are considered employees for purposes of our stock option plans and stock option reporting. Options granted to our non-employee directors generally become exercisable after one year.

The weighted average fair value of options granted for the six months ended June 30, 2010 and 2011 was $8.22 and $7.43 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:

	Six Months Ended June 30,

Weighted Average Assumptions	2010			2011
Expected volatility		32.7	%		33.4	%
Risk-free interest rate		2.63	%		2.47	%
Expected dividend yield		1	%		3	%
Expected life of option		6.4 years			6.3 years

Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the option. The risk-free interest rate was based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. Beginning in the first quarter of 2010, expected dividend yield was considered in the option pricing model as a result of our new dividend program. The expected life (estimated period of time outstanding) of the stock options granted is 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, 2011 is as follows:

			Weighted Average Exercise Price			Aggregate Intrinsic value

Outstanding at December 31, 2010	12,140,560		$	24.30
Granted	1,004,673			28.51
Exercised	(3,094,618	)		22.28
Forfeited	(1,966,270	)		25.93
Expired	(91,342	)		28.17

Outstanding at June 30, 2011	7,993,003		$	25.17	6.86	$	72,211

Options exercisable at June 30, 2011	4,068,019		$	24.16	5.65	$	40,961

Options expected to vest	3,584,888		$	26.18	8.07	$	28,666

The following table provides the aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2010 and 2011:

	Three Months Ended June 30,				Six Months Ended June 30,

	2010		2011		2010		2011
Aggregate intrinsic value of stock options exercised	$	2,461	$	22,862	$	5,964	$	28,909

Restricted Stock and Restricted Stock Units

Under our various stock option plans, we may also issue grants of restricted stock or restricted stock units ("RSUs"). Our restricted stock and RSUs generally have a three- to five-year vesting period. The fair value of restricted stock and RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero).

A summary of restricted stock and RSUs activity for the six months ended June 30, 2011 is as follows:

			Weighted-Average Grant-Date Fair Value

Non-vested at December 31, 2010	168,221		$	22.53
Granted	373,351			29.10
Vested	(18,540	)		25.64
Forfeited	(94,394	)		26.24

Non-vested at June 30, 2011	428,638		$	27.29

Table of Contents

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 restricted stock vested for the three and six months ended June 30, 2010 was $13. The total fair value of restricted stock vested for the three and six months ended June 30, 2011 was $13. No RSUs vested during the three and six months ended June 30, 2010. The total fair value of RSUs vested for the three and six months ended June 30, 2011 was $462.

Under our various stock option plans, we may also issue grants of performance units ("PUs"). The number of PUs earned will be determined based on our performance against predefined targets of calendar year revenue growth and return on invested capital ("ROIC"). The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned will be determined based on actual performance at the end of the one-year performance period, and the award will be settled in shares of our common stock, subject to vesting, three years from the date of the original grant. Additionally, employees who are employed through the one year anniversary of the date of grant and who reach both 55 years of age and 10 years of qualifying service (the "retirement criteria") shall immediately and completely vest in any PUs earned based on the actual achievement against the predefined targets as discussed above. As a result, PUs will be expensed over the shorter of (a) achievement of the retirement criteria, which such achievement may occur as early as one year after the date of grant or (b) a maximum of three years.

In the first six months of 2011, we issued 154,239 PUs. During the one-year performance period, we will forecast the likelihood of achieving the annual revenue growth and ROIC predefined targets in order to calculate the expected PUs to be earned. We will record a compensation charge based on either the forecasted PUs to be earned (during the one-year performance period) or the actual PUs earned (at the one-year anniversary date) over the vesting period for each individual grant as described above. The performance unit liability is remeasured at each fiscal quarter-end during the vesting period using the estimated percentage of units earned multiplied by the closing market price of our common stock on the current period-end date and is pro-rated based on the amount of time passed in the vesting period. As of June 30, 2011, we expected 100% achievement of the predefined revenue and ROIC targets associated with the grants made in the first six months of 2011 and the closing market price of our common stock was $34.09.

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 six-month offering periods per year, the first of which begins June 1 and ends November 30 and the second of which 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 the ESPP shares purchased. For the six months ended June 30, 2010 and 2011, there were 137,200 shares and 82,267 shares, respectively, purchased under the ESPP. The number of shares available for purchase under the ESPP at June 30, 2011 was 472,053.

As of June 30, 2011, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $45,636 and is expected to be recognized over a weighted-average period of 3.1 years.

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

Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to Iron Mountain Incorporated by the weighted average number of common shares outstanding. The calculation of diluted net income (loss) per share is consistent with that of basic net income (loss) 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.

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

Our revenues consist of storage revenues as well as service revenues and are reflected net of sales and value added taxes. Storage revenues, which are considered a key performance indicator for the information management services industry, consist primarily of 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 and the destruction of records; (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 hybrid services and recurring project revenues. Our complementary services revenues include special project work, customer termination and permanent withdrawal fees, data restoration projects, fulfillment services, consulting services and product sales (including specially designed storage containers and related supplies). Our secure shredding revenues include 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.

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 contractually agreed-upon terms. Amounts related to future storage or prepaid service 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, which is included as a component of service revenues, is recognized when shipped to the customer and title has passed to the customer.

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.

Our effective tax rates for the three and six months ended June 30, 2010 were 51.7% and 54.3%, respectively. Our effective tax rates for the three and six months ended June 30, 2011 were 31.5% and 24.7%, respectively. The primary reconciling items between the statutory rate of 35% and our overall effective tax rate are state income taxes (net of federal benefit) and differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. During the three and six months ended June 30, 2010, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our 2010 effective tax rate by 10.3% and 12.1%, respectively. During the three and six months ended June 30, 2011, foreign currency losses were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency gains were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which reduced our 2011 effective tax rate by 2.2% and 7.0%, 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.

Accounting for income taxes 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 have elected to recognize interest and penalties associated with uncertain tax positions as a component of the provision (benefit) for income taxes in the accompanying consolidated statements of operations. We recorded $1,578 and $2,750 for gross interest and penalties for the three and six months ended June 30, 2010, respectively. We recorded a reduction of $647 and $1,256 for gross interest and penalties for the three and six months ended June 30, 2011, respectively. We had $11,610 and $10,084 accrued for the payment of interest and penalties as of December 31, 2010 and June 30, 2011, respectively.

Financial instruments that potentially subject us to market risk consist principally of cash and cash equivalents (including money market funds and time deposits), restricted cash (primarily U.S. treasuries) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2010 and June 30, 2011 relate to cash and cash equivalents and restricted cash held on deposit with seven and six, respectively, global banks and four and three, respectively, "Triple A" rated money market funds which we consider to be large, highly-rated investment-grade institutions. As of December 31, 2010 and June 30, 2011, our cash and cash equivalents and restricted cash balance was $293,798 and $306,532, respectively, including money market funds and time deposits amounting to $241,151 and $268,219, respectively. A substantial portion of these money market funds are invested in U.S. treasuries.

Entities are permitted under GAAP to elect to measure many financial instruments and certain other items at either fair value or cost. We did not elect the fair value measurement option for any of our 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:

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2010 and June 30, 2011, respectively:

Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. We did not have any material items that are measured at fair value on a non-recurring basis for the three and six months ended June 30, 2011.

In July 2011, the Financial Accounting Standards Board (the "FASB") issued amended guidance which revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options currently available in Accounting Standards Codification ("ASC") 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used currently under ASC 220, and the second statement would include components of other comprehensive income ("OCI"). Under either method, entities must display adjustments for items that are reclassified from OCI to net income in both net income and OCI. The amended guidance does not change the current option for entities to present components of OCI gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements. The amended guidance does not change the items that must be reported in OCI. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and must be applied retrospectively for all periods presented in the financial statements. Early adoption of the amended guidance is permitted; however, we do not intend to early

adopt. Adoption is not expected to have a material impact on our consolidated financial statements or results of operations.

The preparation of financial statements in conformity with GAAP 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. 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.

Accumulated other comprehensive items, net consists of foreign currency translation adjustments as of December, 31, 2010 and June 30, 2011, respectively.

We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees who are directly associated with, and who devote time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment. During the six months ended June 30, 2011, we wrote off approximately $1,200 (primarily in our International Physical segment) of previously deferred software costs, which were comprised of primarily internal labor costs, associated with internal use software development projects that were discontinued after implementation, which resulted in a loss on

disposal/writedown of property, plant and equipment, net in the accompanying consolidated statement of operations.

In conjunction with our implementation of a new enterprise management reporting system in the fourth quarter of 2010, we noted inconsistencies in the mapping of certain revenue accounts between storage and service. As a result, we have adjusted previously reported amounts to reduce storage revenues by $7,005 and $14,071 and increase service revenues by a corresponding amount for the three and six months ended June 30, 2010, respectively. There was no change in total consolidated reported revenues.

Every derivative instrument is required to 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 may use interest rate swaps as a tool to maintain our targeted level of fixed rate debt. In addition, we may use borrowings in foreign currencies, either obtained in the U.S. or by our foreign subsidiaries, to 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, 2010 and June 30, 2011, none of our derivative instruments contained credit-risk related contingent features.

We have entered into a number of separate forward contracts to hedge our exposures in British pounds sterling and Australian dollars. As of June 30, 2011, we had an outstanding forward contract to purchase $203,853 U.S. dollars and sell 125,000 British pounds sterling to hedge our intercompany exposures with Iron Mountain Europe (Group) Limited ("IME"). Additionally, in the fourth quarter of 2010, we entered into a forward contract to hedge our exposures in Australian dollars. As of June 30, 2011, we had an outstanding forward contract to purchase 52,614 Euros and sell 72,000 Australian dollars to hedge our intercompany exposures with our Australian subsidiary. 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. At the end of each month, we mark the outstanding forward contracts to market and record an unrealized foreign exchange gain or loss for

the mark-to-market valuation. We have not designated these forward contracts as hedges. During the three and six months ended June 30, 2010, there were $946 in net cash disbursements and $10,006 in net cash receipts, respectively, included in cash from operating activities related to settlements associated with these foreign currency forward contracts. During the three and six months ended June 30, 2011, there were $5,559 and $9,184 in net cash disbursements, respectively, 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, 2010 and June 30, 2011 and their gains and losses for the three and six months ended June 30, 2010 and 2011:

In the third quarter of 2007, we designated a portion of our 6³/4% Euro Senior Subordinated Notes due 2018 issued by Iron Mountain Incorporated (the "6³/4% Euro Notes") as a hedge of net investment of certain of our Euro denominated subsidiaries. For the six months ended June 30, 2010 and 2011, we designated on average 76,000 and 69,500 Euros, respectively, of the 6³/4% Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded foreign exchange gains of $8,775 ($5,486, net of tax) and $15,636 ($9,774, net of tax) for the three and six months ended

June 30, 2010, respectively, related to the change in fair value of such debt due to currency translation adjustments which is a component of accumulated other comprehensive items, net included in stockholders' equity. We recorded foreign exchange losses of $1,908 ($1,191, net of tax) and $8,208 ($5,129, net of tax) for the three and six months ended June 30, 2011, respectively, related to the change in fair value of such debt due to currency translation adjustments which is a component of accumulated other comprehensive items, net included in stockholders' equity. As of June 30, 2011, net gains of $2,850 are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

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. Cash consideration for our various acquisitions was primarily provided through borrowings under our credit facilities and cash equivalents on-hand. The unaudited pro forma results of operations for the period ended June 30, 2011 are not presented due to the insignificant impact of the 2011 acquisitions on our consolidated results of operations.

In January 2011, we acquired the remaining 80% interest of our joint venture in Poland (Iron Mountain Poland Holdings Limited) in a stock transaction for an estimated purchase price of approximately $80,000, including an initial cash purchase price of $35,000. As a result, we now own 100% of our Polish operations, which provide storage and records management services. The terms of the purchase and sale agreement also required a second payment based upon the audited financial results of the joint venture. This payment of $42,259 was based upon a formula defined in the purchase and sale agreement and was paid in the second quarter of 2011. Additionally, the purchase and sale agreement provides for an escrow hold back of $400 and the payment of up to a maximum of $2,500 of contingent consideration to be paid in July 2012 based upon the satisfaction of certain performance criteria. The carrying value of the 20% interest that we previously held and accounted for under the equity method of accounting amounted to approximately $5,774 and the fair value of such interest on the date of the acquisition of the additional 80% interest was approximately $11,694 and resulted in a gain being recorded to other (income) expense, net of approximately $5,920 during the six months ended June 30, 2011. The fair value of our previously held equity interest was derived by reducing the total estimated consideration for the 80% equity interest purchased by 40%, which represents management's estimate of the control premium paid, in order to derive the fair value of $11,694 for the 20% noncontrolling equity interest which we previously held. We determined that a 40% control premium was appropriate after considering the size and location of the business acquired, the potential future profits expected to be generated by the Polish entity and publicly available market data. One of the members of our board of directors and several of his family members hold an indirect equity interest in one of the shareholders that received proceeds in connection with this transaction. As a result of this equity interest, such board member, together with several of his family members, received approximately 24% of the purchase price that we paid in connection with this transaction and will receive the same percentage of any future contingent consideration.

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for acquisitions in 2011 through June 30, 2011 is as follows:

Allocations of the purchase price for acquisitions in 2011 were based on estimates of the fair value of net assets acquired and are subject to adjustment. We are not aware of any information that would indicate that the final purchase price allocations will differ meaningfully from preliminary estimates.

On June 27, 2011, we entered into a new credit agreement to replace the IMI revolving credit facility and the IMI term loan facility, each entered into on April 16, 2007. The new credit agreement consists of (i) revolving credit facilities under which we can borrow, subject to certain limitations as defined in the new credit agreement, up to an aggregate amount of $725,000 (including Canadian dollar, British pound sterling and Euros, among other currencies) (the "New Revolving Credit Facility") and (ii) a $500,000 term loan facility (the "New Term Loan Facility", and collectively with the New Revolving Credit Facility, the "New Credit Agreement"). We have the right to increase the aggregate amount available to be borrowed under the New Credit Agreement up to a maximum of $1,800,000. The New Revolving Credit Facility is supported by a group of 19 banks. IMI, Iron Mountain Information Management, Inc. ("IMIM"), Canada Company, IME, Iron Mountain Australia Pty Ltd., Iron Mountain Switzerland Gmbh and any other subsidiary of IMIM designated by IMIM (the "Other Subsidiaries") may, with the consent of the administrative agent, as defined in the New Credit Agreement, borrow under certain of the following tranches of the New Revolving Credit Facility: (a) tranche one in the amount of $400,000 is available to IMI and IMIM in U.S. dollars, British pound sterling and Euros, (b) tranche two in the amount of $150,000 is available to IMI or IMIM in either U.S. dollars or Canadian dollars and available to Canada Company in Canadian dollars and (c) tranche three in the amount of $175,000 is available to IMI or IMIM and the Other Subsidiaries in U.S. dollars, Canadian dollars, British pounds sterling, Euros and Australian dollars, among others. The New Revolving Credit Facility terminates on June 27, 2016, at which point all revolving credit loans under such facility become due. With respect to the New Term Loan Facility, loan payments are required through maturity on June 27, 2016 in equal quarterly installments of the aggregate annual amounts based upon the following percentage of the original principal amount in the table below (except that each of the first three quarterly installments in the fifth year shall be 10% of the original principal amount and the final quarterly installment in the fifth year shall be 35% of the original principal):


Year Ending	Percentage
June 30, 2012		5	%
June 30, 2013		5	%
June 30, 2014		10	%
June 30, 2015		15	%
June 27, 2016		65	%

The New Term Loan Facility may be prepaid without penalty or premium, in whole or in part, at any time. IMI and IMIM guarantee the obligations of each of the subsidiary borrowers. The capital stock or other equity interests of most of the 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 New Credit Agreement, together with all intercompany obligations of foreign subsidiaries owed to us or to one of our U.S. subsidiary guarantors. The interest rate on borrowings under the New Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on certain financial ratios. Additionally, the New Credit Agreement requires the payment of a commitment fee on the unused portion of the revolving credit facility, which fee ranges from between 0.3% to 0.5% based on certain financial ratios, as well as fees associated with any outstanding letters of credit. Proceeds from the New Credit Agreement are for general corporate purposes and were used to repay the previous revolving credit and term loan facilities. We recorded a charge of $1,843 to other expense (income), net in the second quarter of 2011 related to the early retirement of the previous revolving credit and term loan facilities, representing a write-off of deferred financings costs. As of June 30, 2011, we had no outstanding borrowings under the New Revolving Credit Facility; we had various outstanding letters of credit totaling $6,743. The remaining availability on June 30, 2011, 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 New Credit Agreement and current external debt, under the New Revolving Credit Facility was $718,257. The interest rate in effect under the New Term Loan Facility was 4.0% as of June 30, 2011. For the three and six months ended June 30, 2010, we recorded commitment fees of $585 and $1,152, respectively, and for the three and six months ended June 30, 2011, we recorded commitment fees of $371 and $852, respectively, based on the unused balances under our revolving credit facilities.

In January 2011, we redeemed the remaining $231,255 aggregate principal amount outstanding of the 7³/4% notes at a redemption price of one thousand dollars for each one thousand dollars of principal amount of notes redeemed, plus accrued and unpaid interest. We recorded a gain to other expense (income), net of $850 in the first quarter of 2011 related to the early extinguishment of the 7³/4% notes being redeemed. This gain consists of original issue premiums, net of deferred financing costs related to the 7³/4% notes that were redeemed.

The New 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 New Credit Agreement, our indentures or other agreements governing our indebtedness. The New Credit Agreement, as well as our indentures, use EBITDA-based calculations as primary measures of financial performance, including leverage and fixed charge coverage ratios. IMI's revolving credit and term leverage ratio was 2.9 and 2.8 as of December 31, 2010 and June 30, 2011, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.4 and 3.5 as of December 31, 2010 and June 30, 2011, respectively, compared to a maximum allowable ratio of 6.5. IMI's revolving credit and term loan fixed charge coverage ratio was 1.8 as of June 30, 2011, compared to a minimum allowable

ratio of 1.2. Noncompliance with these leverage ratios and the fixed charge coverage ratio would have a material adverse effect on our financial condition and liquidity.

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

The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2010 and June 30, 2011 and for the three and six months ended June 30, 2010 and 2011.

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

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

Additionally, IMI 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."

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

Beginning June 2011, as a result of the disposition of our Digital Business and our decision to sell the New Zealand Business as discussed at Note 10, we changed our reportable segments. The most significant of these changes is that the reportable segment previously referred to as the Worldwide Digital Business is no longer reported separately in our management reporting as the operations associated with the Domain Name Product Line and the Digital Business are reflected as discontinued operations. Also, the intellectual property escrow services business, which we continue to own and operate and was previously reflected in the Worldwide Digital Business segment, is now reflected as a component of the North American Physical Business segment. Additionally, the International Physical Business segment no longer includes the New Zealand Business as these operations are reflected as discontinued operations.

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."

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

			Fair Value Measurements at December 31, 2010 Using

Description	Total Carrying Value at December 31, 2010		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	107,129	$	—		$	107,129		$	—
Time Deposits(1)		134,022		—			134,022			—
Trading Securities		9,215		8,527	(2)		688	(1)		—
Derivative Assets(3)		2,500		—			2,500			—
Derivative Liabilities(3)		2,440		—			2,440			—

			Fair Value Measurements at June 30, 2011 Using

Description	Total Carrying Value at June 30, 2011		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	140,947	$	—		$	140,947		$	—
Time Deposits(1)		127,272		—			127,272			—
Trading Securities		10,471		9,371	(2)		1,100	(1)		—
Derivative Assets(3)		3,301		—			3,301			—
Derivative Liabilities(3)		319		—			319			—

		Asset Derivatives

		December 31, 2010			June 30, 2011
		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Not Designated as Hedging Instruments
	Foreign exchange contracts	Current assets	$	2,500	Current assets	$	3,301

	Total		$	2,500		$	3,301

		Liability Derivatives

		December 31, 2010			June 30, 2011
		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Not Designated as Hedging Instruments
	Foreign exchange contracts	Current liabilities	$	2,440	Current liabilities	$	319

	Total		$	2,440		$	319

		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	Three Months Ended June 30,					Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Location of (Gain) Loss Recognized in Income on Derivative	2010			2011		2010			2011
Foreign exchange contracts	Other (income) expense, net	$	(1,391	)	$	1,349	$	(6,895	)	$	6,270

Total		$	(1,391	)	$	1,349	$	(6,895	)	$	6,270



Non-vested at December 31, 2010	—
Granted	154,239
Vested	—
Forfeited	(39,562	)

Non-vested at June 30, 2011	114,677


Cash Paid (gross of cash acquired)(1)		$	80,439
Contingent Consideration			2,900
Fair Value of Previously Held Equity Interest			11,694

	Total Consideration		95,033
Fair Value of Identifiable Assets Acquired:
	Cash, Accounts Receivable, Prepaid Expenses and Other		7,932
	Property, Plant and Equipment(2)		6,002
	Customer Relationship Assets(3)		59,100
	Other Assets		653
	Liabilities Assumed(4)		(15,245	)

	Total Fair Value of Identifiable Net Assets Acquired		58,442

Recorded Goodwill		$	36,591

	December 31, 2010					June 30, 2011

	Carrying Amount			Fair Value		Carrying Amount			Fair Value
IMI Revolving Credit Facility(1)	$	—		$	—	$	—		$	—
IMI Term Loan Facility(1)		396,200			396,200		—			—
New Revolving Credit Facility(1)		—			—		—			—
New Term Loan Facility(1)		—			—		500,000			500,000
7¹/4% GBP Senior Subordinated Notes due 2014 (the "7¹/4% notes")(2)(3)		232,530			234,855		240,870			239,666
7³/4% Senior Subordinated Notes due 2015 (the "7³/4% notes")(2)(3)		233,234			231,683		—			—
6⁵/8% Senior Subordinated Notes due 2016 (the "6⁵/8% notes")(2)(3)		317,529			321,592		317,776			320,200
7¹/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		175,306			182,099		181,064			185,138
8³/4% Senior Subordinated Notes due 2018 (the "8³/4% notes")(2)(3)		200,000			209,625		200,000			207,375
8% Senior Subordinated Notes due 2018 (the "8% notes")(2)(3)		49,777			53,756		49,791			48,837
6³/4% Euro Senior Subordinated Notes due 2018 (the "6³/4% notes")(2)(3)		338,129			337,631		367,514			358,810
8% Senior Subordinated Notes due 2020 (the "8% notes due 2020")(2)(3)		300,000			316,313		300,000			310,500
8³/8% Senior Subordinated Notes due 2021 (the "8³/8% notes")(2)(3)		548,174			589,188		548,260			578,875
Real Estate Mortgages, Capital Leases and Other(5)		218,189			218,189		227,844			227,844

Total Long-term Debt		3,009,068					2,933,119
Less Current Portion		(96,603	)				(66,199	)

Long-term Debt, Net of Current Portion	$	2,912,465				$	2,866,920

				December 31, 2010

				Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
		Cash and Cash Equivalents		$	13,909	$	121,584	$	37,652	$	85,548	$	—		$	258,693
		Restricted Cash			35,105		—		—		—		—			35,105
		Accounts Receivable			—		327,842		41,562		163,666		—			533,070
		Intercompany Receivable			1,344,802		—		9,281		—		(1,354,083	)		—
		Assets of Discontinued Operations (see Note 10)			—		184,790		—		17,936		—			202,726
		Other Current Assets			2,601		121,681		10,878		41,048		—			176,208

			Total Current Assets		1,396,417		755,897		99,373		308,198		(1,354,083	)		1,205,802
Property, Plant and Equipment, Net					—		1,522,073		208,020		745,734		—			2,475,827
Other Assets, Net:
		Long-term Notes Receivable from Affiliates and Intercompany Receivable			1,381,546		1,000		—		—		(1,382,546	)		—
		Investment in Subsidiaries			1,863,957		1,599,133		—		—		(3,463,090	)		—
		Goodwill			—		1,525,960		203,345		552,832		—			2,282,137
		Other			27,304		236,497		13,601		168,679		(114	)		445,967

			Total Other Assets, Net		3,272,807		3,362,590		216,946		721,511		(4,845,750	)		2,728,104

			Total Assets	$	4,669,224	$	5,640,560	$	524,339	$	1,775,443	$	(6,199,833	)	$	6,409,733

Liabilities and Equity
Intercompany Payable				$	—	$	1,325,593	$	—	$	28,490	$	(1,354,083	)	$	—
Current Portion of Long-term Debt					56,407		24,393		2,606		13,197		—			96,603
Total Other Current Liabilities					92,339		388,242		42,614		180,626		—			703,821
Liabilities of Discontinued Operations (see Note 10)					—		53,374		—		3,848		—			57,222
Long-term Debt, Net of Current Portion					2,559,780		67,504		191,010		94,171		—			2,912,465
Long-term Notes Payable to Affiliates and Intercompany Payable					1,000		1,381,546		—		—		(1,382,546	)		—
Other Long-term Liabilities					3,853		551,961		27,585		93,075		(114	)		676,360
Commitments and Contingencies (See Note 8)
	Total Iron Mountain Incorporated Stockholders' Equity				1,955,845		1,847,947		260,524		1,354,619		(3,463,090	)		1,955,845
	Noncontrolling Interests				—		—		—		7,417		—			7,417

			Total Equity		1,955,845		1,847,947		260,524		1,362,036		(3,463,090	)		1,963,262

			Total Liabilities and Equity	$	4,669,224	$	5,640,560	$	524,339	$	1,775,443	$	(6,199,833	)	$	6,409,733

			Six Months Ended June 30, 2011

			Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
	Storage		$	—		$	560,245		$	61,370		$	216,036		$	—		$	837,651
	Service			—			419,600			58,446			197,484			—			675,530

		Total Revenues		—			979,845			119,816			413,520			—			1,513,181
Operating Expenses:
	Cost of Sales (Excluding Depreciation and Amortization)			—			380,158			47,002			203,705			—			630,865
	Selling, General and Administrative			163			290,132			20,628			128,773			—			439,696
	Depreciation and Amortization			76			97,377			9,802			53,602			—			160,857
	Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net			—			(594	)		(198	)		1,304			—			512

		Total Operating Expenses		239			767,073			77,234			387,384			—			1,231,930

Operating (Loss) Income				(239	)		212,772			42,582			26,136			—			281,251
Interest Expense (Income), Net				86,050			(43,051	)		22,088			32,911			—			97,998
Other Expense (Income), Net				38,436			4,868			286			(49,886	)		—			(6,296	)

(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes				(124,725	)		250,955			20,208			43,111			—			189,549
Provision (Benefit) for Income Taxes				—			31,190			12,416			3,252			—			46,858
Equity in the Losses (Earnings) of Subsidiaries, Net of Tax				(450,869	)		(43,285	)		—			—			494,154			—

Income (Loss) from Continuing Operations				326,144			263,050			7,792			39,859			(494,154	)		142,691
Income (Loss) from Discontinued Operations (see Note 10)				—			(12,868	)		—			4,494			—			(8,374	)
Gain (Loss) on Sale of Discontinued Operations (see Note 10)				—			193,349			—			—			—			193,349

Net (Loss) Income				326,144			443,531			7,792			44,353			(494,154	)		327,666
		Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,522			—			1,522

Net (Loss) Income Attributable to Iron Mountain Incorporated			$	326,144		$	443,531		$	7,792		$	42,831		$	(494,154	)	$	326,144

		North American Physical Business		International Physical Business		Corporate			Total Consolidated

Three Months Ended June 30, 2010
Total Revenues		$	551,749	$	173,034	$	—		$	724,783
Depreciation and Amortization			45,782		20,463		9,254			75,499
	Depreciation		42,918		17,094		9,202			69,214
	Amortization		2,864		3,369		52			6,285
Adjusted OIBDA			246,503		30,753		(43,929	)		233,327
Expenditures for Segment Assets			30,634		23,112		6,619			60,365
	Capital Expenditures		28,035		17,982		6,619			52,636
	Cash Paid for Acquisitions, Net of Cash acquired		—		4,682		—			4,682
	Additions to Customer Relationship and Acquisition Costs		2,599		448		—			3,047
Three Months Ended June 30, 2011
Total Revenues			557,513		205,376		—			762,889
Depreciation and Amortization			45,629		25,975		8,174			79,778
	Depreciation		42,577		21,883		8,138			72,598
	Amortization		3,052		4,092		36			7,180
Adjusted OIBDA			242,123		38,802		(53,987	)		226,938
Expenditures for Segment Assets			32,813		59,861		3,016			95,690
	Capital Expenditures		25,662		18,361		3,016			47,039
	Cash Paid for Acquisitions, Net of Cash acquired		407		40,060		—			40,467
	Additions to Customer Relationship and Acquisition Costs		6,744		1,440		—			8,184
Six Months Ended June 30, 2010
Total Revenues			1,099,795		350,568		—			1,450,363
Depreciation and Amortization			91,362		41,264		18,487			151,113
	Depreciation		85,636		34,495		18,379			138,510
	Amortization		5,726		6,769		108			12,603
Adjusted OIBDA			471,908		65,000		(88,875	)		448,033
Total Assets(1)			4,450,474		1,541,148		661,966			6,653,588
Expenditures for Segment Assets			67,274		63,674		17,352			148,300
	Capital Expenditures		61,163		52,552		17,352			131,067
	Cash Paid for Acquisitions, Net of Cash acquired		1,970		9,794		—			11,764
	Additions to Customer Relationship and Acquisition Costs		4,141		1,328		—			5,469
Six Months Ended June 30, 2011
Total Revenues			1,112,811		400,370		—