10-Q

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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, 2012
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 outstanding as of July 23, 2012: 171,639,223

IRON MOUNTAIN INCORPORATED

Index

	Page
PART I—FINANCIAL INFORMATION
Item 1—Unaudited Consolidated Financial Statements
Consolidated Balance Sheets at December 31, 2011 and June 30, 2012 (Unaudited)		3
Consolidated Statements of Operations for the Three Months Ended June 30, 2011 and 2012 (Unaudited)		4
Consolidated Statements of Operations for the Six Months Ended June 30, 2011 and 2012 (Unaudited)		5
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2011 and 2012 (Unaudited)		6
Consolidated Statements of Equity for the Six Months Ended June 30, 2011 and 2012 (Unaudited)		7
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2012 (Unaudited)		8
Notes to Consolidated Financial Statements (Unaudited)		9
Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations		49
Item 4—Controls and Procedures		73
PART II—OTHER INFORMATION
Item 1A—Risk Factors		74
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds		76
Item 6—Exhibits		77
Signatures		78

2

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, 2011			June 30, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	179,845		$	170,230
Restricted cash		35,110			36,612
Accounts receivable (less allowances of $23,277 and $24,318 as of December 31, 2011 and June 30, 2012, respectively)		543,467			572,377
Deferred income taxes		43,235			14,446
Prepaid expenses and other		105,537			97,489
Assets of discontinued operations		7,256			—
Total Current Assets		914,450			891,154
Property, Plant and Equipment:
Property, plant and equipment		4,232,594			4,255,559
Less—Accumulated depreciation		(1,825,511	)		(1,879,212	)
Property, Plant and Equipment, net		2,407,083			2,376,347
Other Assets, net:
Goodwill		2,254,268			2,321,810
Customer relationships and acquisition costs		410,149			447,197
Deferred financing costs		35,798			32,907
Other		19,510			17,797
Total Other Assets, net		2,719,725			2,819,711
Total Assets	$	6,041,258		$	6,087,212
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	73,320		$	62,837
Accounts payable		156,381			136,666
Accrued expenses		418,831			378,368
Deferred revenue		197,181			202,855
Liabilities of discontinued operations		3,317			—
Total Current Liabilities		849,030			780,726
Long-term Debt, net of current portion		3,280,268			3,430,157
Other Long-term Liabilities		53,169			61,501
Deferred Rent		97,177			96,440
Deferred Income Taxes		507,358			468,064
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 172,140,966 shares and 171,635,277 shares as of December 31, 2011 and June 30, 2012, respectively)		1,721			1,716
Additional paid-in capital		343,603			332,369
Retained earnings		902,567			906,811
Accumulated other comprehensive items, net		(2,203	)		(1,285	)
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688			1,239,611
Noncontrolling Interests		8,568			10,713
Total Equity		1,254,256			1,250,324
Total Liabilities and Equity	$	6,041,258		$	6,087,212

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

3

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except Per Share Data)

(Unaudited)

	Three Months Ended June 30,
	2011			2012
Revenues:
Storage rental	$	419,146		$	433,436
Service		339,405			318,729
Total Revenues		758,551			752,165
Operating Expenses:
Cost of sales (excluding depreciation and amortization)		307,577			313,060
Selling, general and administrative		223,389			203,515
Depreciation and amortization		78,868			77,510
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(220	)		(607	)
Total Operating Expenses		609,614			593,478
Operating Income (Loss)		148,937			158,687
Interest Expense, Net (includes Interest Income of $493 and $810 for the three months ended June 30, 2011 and 2012, respectively)		48,604			58,216
Other Expense (Income), Net		2,621			10,066
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		97,712			90,405
Provision (Benefit) for Income Taxes		30,252			48,964
Income (Loss) from Continuing Operations		67,460			41,441
Income (Loss) from Discontinued Operations, Net of Tax		(7,762	)		(639	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349			(1,885	)
Net Income (Loss)		253,047			38,917
Less: Net Income (Loss) Attributable to Noncontrolling Interests		363			862
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	252,684		$	38,055
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.33		$	0.24
Total Income (Loss) from Discontinued Operations	$	0.92		$	(0.01	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.25		$	0.22
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.33		$	0.24
Total Income (Loss) from Discontinued Operations	$	0.91		$	(0.01	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.24		$	0.22
Weighted Average Common Shares Outstanding—Basic		201,653			171,296
Weighted Average Common Shares Outstanding—Diluted		203,311			172,231
Dividends Declared per Common Share	$	0.2500		$	0.2700

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

4

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(In Thousands, except Per Share Data)

(Unaudited)

	Six Months Ended June 30,
	2011			2012
Revenues:
Storage rental	$	834,851		$	858,777
Service		669,709			639,886
Total Revenues		1,504,560			1,498,663
Operating Expenses:
Cost of sales (excluding depreciation and amortization)		623,532			628,358
Selling, general and administrative		436,144			414,175
Depreciation and amortization		159,031			155,518
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(684	)		112
Total Operating Expenses		1,218,023			1,198,163
Operating Income (Loss)		286,537			300,500
Interest Expense, Net (includes Interest Income of $1,044 and $1,355 for the six months ended June 30, 2011 and 2012, respectively)		97,222			117,000
Other (Income) Expense, Net		(6,337	)		6,762
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		195,652			176,738
Provision (Benefit) for Income Taxes		47,016			74,224
Income (Loss) from Continuing Operations		148,636			102,514
Income (Loss) from Discontinued Operations, Net of Tax		(14,319	)		(5,732	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349			(1,885	)
Net Income (Loss)		327,666			94,897
Less: Net Income (Loss) Attributable to Noncontrolling Interests		1,522			1,492
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	326,144		$	93,405
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.74		$	0.60
Total Income (Loss) from Discontinued Operations	$	0.89		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.62		$	0.55
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.73		$	0.60
Total Income (Loss) from Discontinued Operations	$	0.89		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.61		$	0.54
Weighted Average Common Shares Outstanding—Basic		200,941			171,308
Weighted Average Common Shares Outstanding—Diluted		202,281			172,227
Dividends Declared per Common Share	$	0.4375		$	0.5200

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

5

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)

	Three Months Ended June 30,
	2011		2012
Net Income (Loss)	$	253,047	$	38,917
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		18,996		(26,845	)
Total Other Comprehensive Income (Loss)		18,996		(26,845	)
Comprehensive Income (Loss)		272,043		12,072
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		558		588
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	271,485	$	11,484

	Six Months Ended June 30,
	2011		2012
Net Income (Loss)	$	327,666	$	94,897
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		41,474		1,102
Total Other Comprehensive Income (Loss)		41,474		1,102
Comprehensive Income (Loss)		369,140		95,999
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		1,677		1,676
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	367,463	$	94,323

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

6

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
										Additional Paid-in Capital			Retained Earnings					Noncontrolling Interests
	Total			Shares			Amounts
Balance, December 31, 2010	$	1,952,865			200,064,066		$	2,001		$	1,228,655		$	685,310		$	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 declared		(88,225	)		—			—			—			(88,225	)		—		—
Currency translation adjustment		41,474			—			—			—			—			41,319		155
Net income (loss)		327,666			—			—			—			326,144			—		1,522
Noncontrolling interests equity contributions		217			—			—			—			—			—		217
Noncontrolling interests dividends		(808	)		—			—			—			—			—		(808	)
Balance, June 30, 2011	$	2,051,712			202,871,443		$	2,029		$	1,047,150		$	923,229		$	70,801	$	8,503

				Iron Mountain Incorporated Stockholders' Equity
				Common Stock												Accumulated Other Comprehensive Items, Net
										Additional Paid-in Capital			Retained Earnings						Noncontrolling Interests
	Total			Shares			Amounts
Balance, December 31, 2011	$	1,254,256			172,140,966		$	1,721		$	343,603		$	902,567		$	(2,203	)	$	8,568
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $254		23,449			597,460			6			23,443			—			—			—
Stock repurchases		(34,688	)		(1,103,149	)		(11	)		(34,677	)		—			—			—
Parent cash dividends declared		(89,161	)		—			—			—			(89,161	)		—			—
Currency translation adjustment		1,102			—			—			—			—			918			184
Net income (loss)		94,897			—			—			—			93,405			—			1,492
Noncontrolling interests equity contributions		46			—			—			—			—			—			46
Noncontrolling interests dividends		(577	)		—			—			—			—			—			(577	)
Parent purchase of noncontrolling interests		1,000			—			—			—			—			—			1,000
Balance, June 30, 2012	$	1,250,324			171,635,277		$	1,716		$	332,369		$	906,811		$	(1,285	)	$	10,713

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

7

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2011			2012
Cash Flows from Operating Activities:
Net income (loss)	$	327,666		$	94,897
Loss (Income) from discontinued operations		14,319			5,732
(Gain) Loss on sale of discontinued operations		(193,349	)		1,885
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation		145,158			139,755
Amortization (includes deferred financing costs and bond discount of $2,857 and $3,444, for the six months ended June 30, 2011 and 2012, respectively)		16,730			19,207
Stock-based compensation expense		8,039			16,117
Provision (Benefit) for deferred income taxes		2,376			(38,699	)
Loss on early extinguishment of debt, net		993			—
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(684	)		112
Foreign currency transactions and other, net		(6,161	)		7,249
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable		(36,010	)		(24,461	)
Prepaid expenses and other		(10,475	)		23,943
Accounts payable		3,025			(4,043	)
Accrued expenses and deferred revenue		(27,423	)		(24,903	)
Other assets and long-term liabilities		(2,991	)		64
Cash Flows from Operating Activities—Continuing Operations		241,213			216,855
Cash Flows from Operating Activities—Discontinued Operations		1,844			(4,665	)
Cash Flows from Operating Activities		243,057			212,190
Cash Flows from Investing Activities:
Capital expenditures		(99,184	)		(107,361	)
Cash paid for acquisitions, net of cash acquired		(75,172	)		(107,290	)
Investment in restricted cash		(3	)		(1,502	)
Additions to customer relationship and acquisition costs		(11,077	)		(8,144	)
Investment in joint ventures		(458	)		—
Proceeds from sales of property and equipment and other, net		29			1,862
Cash Flows from Investing Activities—Continuing Operations		(185,865	)		(222,435	)
Cash Flows from Investing Activities—Discontinued Operations		376,352			(6,136	)
Cash Flows from Investing Activities		190,487			(228,571	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(1,593,705	)		(1,768,694	)
Proceeds from revolving credit and term loan facilities and other debt		1,676,069			1,888,264
Early retirement of senior subordinated notes		(231,255	)		—
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		480			385
Stock repurchases		(260,970	)		(38,052	)
Parent cash dividends		(75,044	)		(85,971	)
Proceeds from exercise of stock options and employee stock purchase plan		69,501			11,029
Excess tax benefits from stock-based compensation		57			254
Payment of debt financing costs		(8,217	)		(93	)
Cash Flows from Financing Activities—Continuing Operations		(423,084	)		7,122
Cash Flows from Financing Activities—Discontinued Operations		(411	)		(39	)
Cash Flows from Financing Activities		(423,495	)		7,083
Effect of Exchange Rates on Cash and Cash Equivalents		2,682			(317	)
Increase (Decrease) in Cash and Cash Equivalents		12,731			(9,615	)
Cash and Cash Equivalents, Beginning of Period		258,693			179,845
Cash and Cash Equivalents, End of Period	$	271,424		$	170,230
Supplemental Information:
Cash Paid for Interest	$	107,542		$	114,475
Cash Paid for Income Taxes	$	68,601		$	83,830
Non-Cash Investing and Financing Activities:
Capital Leases	$	16,204		$	13,130
Accrued Capital Expenditures	$	17,058		$	22,691
Dividends Payable	$	50,695		$	46,370

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

8

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 and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated ("IMI") is 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 included herein 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, 2011 included in our Annual Report on Form 10-K filed on February 28, 2012.

        On June 2, 2011, we completed the sale (the "Digital Sale") of our online backup and recovery, digital archiving and eDiscovery solutions businesses of our 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"). Additionally, on October 3, 2011, we sold our records management business in New Zealand (the "New Zealand Business"). Also, on April 27, 2012, we sold our records management business in Italy (the "Italian Business"). The financial position, operating results and cash flows of the Digital Business, New Zealand Business and the Italian Business, including the gain on the sale of the Digital Business and the New Zealand Business and the loss on the sale of the Italian Business, for all periods presented, have been reported as discontinued operations for financial reporting purposes. See Note 10 for a further discussion of these events.

(2) Summary of Significant Accounting Policies

a.

Principles of Consolidation

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

b.

Cash, 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.

9

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 related to our worker's compensation self-insurance program. The restricted cash subject to this agreement was $35,110 and $36,612 as of December 31, 2011 and June 30, 2012, 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 U.S., 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 (1) our 7¹/4% GBP Senior Subordinated Notes due 2014, (2) our 6³/4% Euro Senior Subordinated Notes due 2018, (3) the borrowings in certain foreign currencies under our revolving credit agreement and (4) 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 $1,853 and a net gain of $1,243 for the three and six months ended June 30, 2011, respectively. The total gain or loss on foreign currency transactions amounted to a net loss of $11,761 and $9,186 for the three and six months ended June 30, 2012, 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. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the life over which our intangible assets are amortized is necessary or more frequently if events or circumstances warrant.

        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, 2011 and noted no impairment of goodwill. However, as a result of an interim triggering event as discussed below, we recorded a provisional goodwill impairment charge in the third quarter of 2011 associated with our Western European operations that was finalized in the fourth quarter of 2011. As of December 31, 2011 and June 30, 2012, no factors were identified that would alter our October 1, 2011 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.

10

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)

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.

        In September 2011, as a result of certain changes we made in the manner in which our European operations are managed, we reorganized our reporting structure and reassigned goodwill among the revised reporting units. Previously, we tested goodwill impairment at the European level on a combined basis. As a result of the management and reporting changes, we concluded that we have three reporting units for our European operations: (1) United Kingdom, Ireland and Norway ("UKI"); (2) Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); and (3) the remaining countries in Europe ("Central Europe"). Due to these changes, we will perform all future goodwill impairment analyses on the new reporting unit basis. As a result of the restructuring of our reporting units, we concluded that we had an interim triggering event, and, therefore, we performed an interim goodwill impairment test for UKI, Western Europe and Central Europe in the third quarter of 2011 as of August 31, 2011. As required by GAAP, prior to our goodwill impairment analysis, we performed an impairment assessment on the long-lived assets within our UKI, Western Europe and Central Europe reporting units and noted no impairment, except for the Italian Business, which was included in our Western Europe reporting unit, and which is now included in discontinued operations as discussed in Note 10. Based on our analysis, we concluded that the goodwill of our UKI and Central Europe reporting units was not impaired. Our UKI and Central Europe reporting units had fair values that exceeded their carrying values by 15.1% and 4.9%, respectively, as of August 31, 2011. Central Europe 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 UKI or Central Europe businesses or their failure to achieve the forecasted results could lead to impairments in future periods. Our Western Europe reporting unit's fair value was less than its carrying value, and, as a result, we recorded a goodwill impairment charge of $46,500 included as a component of intangible impairments from continuing operations in our consolidated statements of operations for the year ended December 31, 2011. See Note 10 for the portion of the charge allocated to the Italian Business based on a relative fair value basis.

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2011 were as follows: North America; UKI; Western Europe; Central Europe; Latin America; Australia; and Joint Ventures (which includes India, our various joint ventures in Southeast Asia and Russia (referred to as "Joint Ventures")). As of December 31, 2011, the carrying value of goodwill, net amounted to $1,748,879, $306,150, $46,439, $63,781, $27,322, and $61,697 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, respectively. Our Joint Ventures reporting unit has no goodwill as of December 31, 2011 and June 30, 2012. Our North America, Latin America and Australia reporting units had estimated fair values as of October 1, 2011 that exceeded their carrying values by greater than 40%. As of June 30, 2012, the carrying value of goodwill, net amounted to $1,755,104, $308,148, $44,157, $81,448, $71,066, and $61,887 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, 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

11

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)

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, 2012 is as follows:

	North American Business		International Business			Total Consolidated
Gross Balance as of December 31, 2011	$	2,010,241	$	564,044		$	2,574,285
Deductible goodwill acquired during the year		5,118		64,010			69,128
Currency effects		1,166		(2,763	)		(1,597	)
Gross Balance as of June 30, 2012	$	2,016,525	$	625,291		$	2,641,816
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655		$	320,017
Currency effects		59		(70	)		(11	)
Accumulated Amortization Balance as of June 30, 2012	$	261,421	$	58,585		$	320,006
Net Balance as of December 31, 2011	$	1,748,879	$	505,389		$	2,254,268
Net Balance as of June 30, 2012	$	1,755,104	$	566,706		$	2,321,810
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of June 30, 2012	$	85,909	$	46,500		$	132,409

        The components of our amortizable intangible assets as of June 30, 2012 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	649,920	$	(202,723	)	$	447,197
Core Technology(1)		3,651		(2,654	)		997
Trademarks and Non-Compete Agreements(1)		3,078		(2,606	)		472
Deferred Financing Costs		54,940		(22,033	)		32,907
Total	$	711,589	$	(230,016	)	$	481,573

(1)

Included in other assets, net in the accompanying consolidated balance sheet.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $8,479 and $16,730 for the three and six months ended June 30, 2011, respectively.

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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)

Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $9,606 and $19,207 for the three and six months ended June 30, 2012, respectively.

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, 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 for the three and six months ended June 30, 2012 was $6,317 ($5,061 after tax or $0.03 per basic and diluted share) and $16,117 ($11,908 after tax or $0.07 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,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	45	$	302	$	320	$	517
Selling, general and administrative expenses		3,555		6,015		7,719		15,600
Total stock-based compensation	$	3,600	$	6,317	$	8,039	$	16,117

        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 from continuing operations included $57 and $254 for the six months ended June 30, 2011 and 2012, respectively, from the benefits of tax deductions in excess of recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("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 sooner 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 sooner

13

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)

terminated. As of June 30, 2012, ten-year vesting options represent 7.5% 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 sooner terminated. As of June 30, 2012, three-year vesting options represented 11.8% of total outstanding options. Our non-employee 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, 2011 and 2012 was $7.43 and $7.00 per share, respectively. These 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	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.47	%		1.24	%
Expected dividend yield		3	%		3	%
Expected life		6.3 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. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the historical exercise behavior of employees.

        A summary of option activity for the six months ended June 30, 2012 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic value
Outstanding at December 31, 2011		7,118,458		$	25.73
Granted		21,472			28.86
Exercised		(412,728	)		23.48
Forfeited		(171,402	)		25.83
Expired		(28,291	)		33.03
Outstanding at June 30, 2012		6,527,509		$	25.85		6.24	$	47,476
Options exercisable at June 30, 2012		4,236,162		$	25.69		5.48	$	31,678
Options expected to vest		2,118,795		$	26.16		7.63	$	14,594

14

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 aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2011 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	22,862	$	2,308	$	28,909	$	3,372

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. Certain of our RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $34 of cash dividends on RSUs issued in June 2012. 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, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	28.85
Granted		781,815			29.48
Vested		(204,794	)		29.12
Forfeited		(26,110	)		28.96
Non-vested at June 30, 2012		1,161,862		$	29.22

        The total fair value of restricted stock vested during the three and six months ended June 30, 2011 was $13. The total fair value of restricted stock vested during the three and six months ended June 30, 2012 was $1. The total fair value of RSUs vested during the three and six months ended June 30, 2011 was $462. The total fair value of RSUs vested during the three and six months ended June 30, 2012 was $1,985 and $5,964, respectively.

Performance Units

        Under our various stock option plans, we may also issue grants of performance units ("PUs"). The number of PUs earned is determined based on our performance against predefined targets, which were calendar year revenue growth and return on invested capital ("ROIC") for grants of PUs made in 2011 and 2012. The range of payout is zero to 150% of the number of granted PUs. The number of PUs

15

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)

earned is 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 cliff vesting, three years from the date of the original PU 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 (1) the vesting period, (2) achievement of the retirement criteria, which such achievement may occur as early as one year after the date of grant, or (3) a maximum of three years.

        During the six months ended June 30, 2012, we issued 221,781 PUs. During the one-year performance period, we will forecast the likelihood of achieving the predefined annual revenue growth and ROIC 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 PU 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. The total fair value of earned PUs that vested during the three and six months ended June 30, 2012 was $1,233 and $4,058, respectively. As of June 30, 2012, we expected 100.6% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012, and the closing market price of our common stock was $32.96.

        A summary of PU activity for the six months ended June 30, 2012 is as follows:

	PUs Original Awards			PUs Adjustment(1)			Total PUs Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		112,749			—			112,749		$	29.06
Granted		221,781			12,012			233,793			28.87
Vested		(124,914	)		(5,013	)		(129,927	)		29.47
Forfeited		(3,381	)		—			(3,381	)		28.11
Non-vested at June 30, 2012		206,235			6,999			213,234		$	28.61

(1)

Represents the additional number of PUs based on either (a) the final performance criteria achievement at the end of the one-year performance period or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an employee stock purchase plan (the "ESPP") in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements. 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

16

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)

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, 2011 and 2012, there were 82,267 shares and 88,672 shares, respectively, purchased under the ESPP. The number of shares available for purchase under the ESPP at June 30, 2012 was 311,089.

        As of June 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $52,757 and is expected to be recognized over a weighted-average period of 2.6 years.

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

f.

Income (Loss) Per Share—Basic and Diluted

        Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive.

17

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 income (loss) per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2012			2011		2012
Income (Loss) from continuing operations	$	67,460	$	41,441		$	148,636	$	102,514
Total income (loss) from discontinued operations (see Note 10)	$	185,587	$	(2,524	)	$	179,030	$	(7,617	)
Net income (loss) attributable to Iron Mountain Incorporated	$	252,684	$	38,055		$	326,144	$	93,405
Weighted-average shares—basic		201,653,000		171,296,000			200,941,000		171,308,000
Effect of dilutive potential stock options		1,538,373		753,385			1,266,761		737,087
Effect of dilutive potential restricted stock, RSUs and PUs		119,319		181,292			73,489		181,580
Weighted-average shares—diluted		203,310,692		172,230,677			202,281,250		172,226,667
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.74	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.92	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	1.25	$	0.22		$	1.62	$	0.55
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.73	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.91	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	1.24	$	0.22		$	1.61	$	0.54
Antidilutive stock options, RSUs and PUs, excluded from the calculation		2,126,488		1,885,060			5,413,769		1,965,338

g.

Revenues

        Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value added taxes. Storage rental 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

18

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)

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, which relate to physical and digital records, 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, technology 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 rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the applicable storage rental 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 products are shipped to the customer and title has passed to the customer. Revenues from the sales of products have historically not been significant.

h.

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 potential 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.

i.

Income Taxes

        Our effective tax rates for the three and six months ended June 30, 2011 were 31.0% and 24.0%, respectively. Our effective tax rates for the three and six months ended June 30, 2012 were 54.2% and 42.0%, respectively. The primary reconciling items between the federal 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, 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

19

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)

associated with our marking-to-market of intercompany loan positions, which reduced our 2011 effective tax rate during the three and six months ended June 30, 2011 by 2.2% and 7.0%, respectively. During the three and six months ended June 30, 2012, 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 2012 effective tax rate by 10.2% and 0.9%, 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. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income from foreign jurisdictions; (2) tax law changes; (3) volatility in foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize foreign tax credits that we generate. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have significant business operations. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.

        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 a reduction of $647 and $1,256 for gross interest and penalties for the three and six months ended June 30, 2011, respectively. We recorded an increase of $247 and a reduction of $2 for gross interest and penalties for the three and six months ended June 30, 2012, respectively. We had $2,819 and $2,817 accrued for the payment of interest and penalties as of December 31, 2011 and June 30, 2012, respectively.

        We have not recorded deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries because such basis differences are not expected to reverse in the foreseeable future and we intend to reinvest indefinitely outside the U.S. These basis differences arose primarily through the undistributed book earnings of our foreign subsidiaries. The basis differences could be reversed through a sale of the subsidiaries, each of which would result in an increase in our provision for income taxes. It is not practicable to calculate the amount of unrecognized deferred tax liability on the book over tax outside basis difference because of the complexities of the hypothetical calculation. As of June 30, 2012, we had approximately $36,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. In the event that we receive a favorable indication from the U.S. Internal Revenue Service with regard to our real estate investment trust

20

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)

("REIT") private letter ruling requests, we may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries.

        As of June 30, 2012, we have reclassified approximately $44,000 of long-term deferred income tax liabilities against current deferred income taxes and prepaid and other assets included within current assets and against accrued expenses included within current liabilities of our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate as opposed to personal property in conjunction with our potential REIT conversion.

j.

Concentrations of Credit Risk

        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 both December 31, 2011 and June 30, 2012 relate to cash and cash equivalents and restricted cash held on deposit with five global banks and one "Triple A" rated money market fund, and five global banks and two "Triple A" rated money market funds, respectively, which we consider to be large, highly-rated investment-grade institutions. As per our risk management investment policy, we limit exposure to concentration of credit risk by limiting the amount invested in any one mutual fund or financial institution to a maximum of $75,000. As of December 31, 2011 and June 30, 2012, our cash and cash equivalents and restricted cash balance was $214,955 and $206,842, respectively, including money market funds and time deposits amounting to $181,823 and $170,409, respectively. A substantial portion of the money market funds is invested in U.S. Treasuries.

k.

Fair Value Measurements

        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 of the fair value hierarchy are as follows:

        Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

        Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

21

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)

        Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

        The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2011 and June 30, 2012, respectively:

			Fair Value Measurements at December 31, 2011 Using
Description	Total Carrying Value at December 31, 2011		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	35,110	$	—		$	35,110		$	—
Time Deposits(1)		146,713		—			146,713			—
Trading Securities		9,124		8,497	(2)		627	(1)		—
Derivative Assets(3)		2,803		—			2,803			—
Derivative Liabilities(3)		435		—			435			—

			Fair Value Measurements at June 30, 2012 Using
Description	Total Carrying Value at June 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	71,046	$	—		$	71,046		$	—
Time Deposits(1)		99,363		—			99,363			—
Trading Securities		9,760		8,986	(2)		774	(1)		—
Derivative Assets(3)		2,609		—			2,609			—
Derivative Liabilities(3)		731		—			731			—

(1)

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

(2)

Securities are measured at fair value using quoted market prices.

(3)

Our derivative assets and liabilities primarily relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling and Australian dollars. 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.

        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, 2012.

22

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)

l.

New Accounting Pronouncements

        In September 2011, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 allows, but does not require, entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. We adopted ASU 2011-08 as of January 1, 2012. The adoption of ASU 2011-08 did not have an impact on our consolidated financial position, results of operations or cash flows.

m.

Use of Estimates

        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.

n.

Accumulated Other Comprehensive Items, Net

        Accumulated other comprehensive items, net consists of foreign currency translation adjustments as of December, 31, 2011 and June 30, 2012, respectively.

o.

Other Expense (Income), Net

        Other expense (income), net consists of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Foreign currency transaction losses (gains), net	$	1,853		$	11,761		$	(1,243	)	$	9,186
Debt extinguishment expense, net		1,843			—			993			—
Other, net		(1,075	)		(1,695	)		(6,087	)		(2,424	)
	$	2,621		$	10,066		$	(6,337	)	$	6,762

23

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(3) Derivative Instruments and Hedging Activities

        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 that 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 exposure due to foreign currency exchange movements related to our intercompany accounts with and between our foreign subsidiaries. As of December 31, 2011 and June 30, 2012, 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, 2012, we had (1) an outstanding forward contract to purchase $197,987 U.S. dollars and sell 125,000 British pounds sterling to hedge our intercompany exposures with our European operations and (2) an outstanding forward contract to purchase $76,613 U.S. dollars and sell 75,000 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, 2011, there were $5,559 and $9,184 in net cash disbursements, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts. During the three and six months ended June 30, 2012, there were $2,284 and $3,787 in net cash disbursements, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts. The following table

24

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)

provides the fair value of our derivative instruments as of December 31, 2011 and June 30, 2012 and their gains and losses for the three and six months ended June 30, 2011 and 2012:

	Asset Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	2,803	Prepaid expenses and other	$	2,609
Total		$	2,803		$	2,609

	Liability Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	435	Accrued expenses	$	731
Total		$	435		$	731

		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		2011		2012			2011		2012
Foreign exchange contracts	Other expense (income), net	$	1,349	$	(3,693	)	$	6,270	$	4,278
Total		$	1,349	$	(3,693	)	$	6,270	$	4,278

        We have designated a portion of our 6³/4% Euro Senior Subordinated Notes due 2018 issued by IMI (the "6³/4% Notes") as a hedge of net investment of certain of our Euro denominated subsidiaries. For the six months ended June 30, 2011 and 2012, we designated on average 69,500 and 100,500 Euros, respectively, of the 6³/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, 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. We recorded foreign exchange gains of $5,120 ($3,211, net of tax) and $1,365 ($866, net of tax) for the three and six months ended June 30, 2012, 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, 2012, cumulative net gains of $14,256, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

25

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(4) Acquisitions

        We account for acquisitions using the acquisition 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, 2012 are not presented due to the insignificant impact of the 2012 acquisitions on our consolidated results of operations.

        In April 2012, we acquired the stock of Grupo Store, a records management and data protection business in Brazil with locations in Sao Paulo, Rio de Janeiro, Porto Alegre and Recife, for a purchase price of approximately $79,000 ($76,000, net of cash acquired), in order to enhance our existing operations in Brazil. Included in the purchase price is approximately $8,000 being held in escrow to secure a working capital adjustment and the indemnification obligations of the former owners of the business ("Sellers") to IMI. The amounts held in escrow for purposes of the working capital adjustment will be distributed either to IMI or the Sellers based on the final agreed upon working capital amount. Unless paid to us in accordance with the terms of the agreement, all amounts remaining in escrow after the final working capital adjustment and any indemnification payments are paid out will be released to the Sellers in four annual installments, commencing on the two-year anniversary of the closing date.

        In May 2012, we acquired a controlling interest of our joint venture in Switzerland (Sispace AG) in a stock transaction for a cash purchase price of approximately $21,600, which provides storage rental and records management services. The carrying value of the 15% interest that we previously held and accounted for under the equity method of accounting amounted to approximately $1,700 as of the date of acquisition, and the fair value of such interest on the date of the acquisition of the controlling interest was approximately $2,700. This resulted in a gain being recorded to other income (expense), net of approximately $1,000 in the second quarter of 2012. The fair value of our previously held equity interest was derived by reducing the total estimated consideration for the controlling interest purchased by 30%, which represents management's estimate of the control premium paid, in order to derive the fair value of $2,700 for the 15% noncontrolling equity interest which we previously held. We determined the 30% control premium was appropriate after considering the size and location of the business acquired, the potential future profits expected to be generated by the Swiss entity and other publicly available market data.

26

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(4) Acquisitions (Continued)

        A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for acquisitions in 2012 through June 30, 2012 is as follows:

Cash Paid (gross of cash acquired)	$	112,404
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,669
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		13,463
Property, Plant and Equipment(1)		6,476
Customer Relationship Assets(2)		50,830
Liabilities Assumed and Deferred Income Taxes(3)		(22,228	)
Total Fair Value of Identifiable Net Assets Acquired		48,541
Recorded Goodwill	$	69,128

(1)

Consists primarily of racking, leasehold improvements and computer hardware and software.

(2)

The weighted average life of customer relationship assets associated with acquisitions to date in 2012 was 17 years.

(3)

Consists primarily of accounts payable, accrued expenses and deferred income taxes.

        Allocations of the purchase price for acquisitions in 2012 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. The purchase price allocations of the 2012 acquisitions are subject to finalization of the assessment of the fair value of intangible assets (primarily customer relationship assets), property, plant and equipment (primarily racking), leases, contingencies and income taxes (primarily deferred income taxes).

27

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt

        Long-term debt consists of the following:

	December 31, 2011					June 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	268,000		$	268,000
Term Loan Facility(1)		487,500			487,500		475,000			475,000
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		235,575			235,575
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		318,271			320,320
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		172,148			176,236
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		200,000			206,370
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,820			47,498
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		321,276			321,020
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes due 2019")(2)(3)		400,000			422,750		400,000			432,200
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			317,063
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,432			595,375
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		204,472			204,472
Total Long-term Debt		3,353,588					3,492,994
Less Current Portion		(73,320	)				(62,837	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,430,157

(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 subsidiaries owed to us or to one of our U.S. subsidiary guarantors or Iron Mountain Canada Corporation ("Canada Company") and all promissory notes held by us or one of our U.S. subsidiary guarantors or Canada Company. 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, which are subject to change based on our consolidated leverage ratio, as of December 31, 2011 and June 30, 2012, respectively).

(2)

The fair values of these debt instruments are based on quoted market prices for these notes on December 31, 2011 and June 30, 2012, respectively.

28

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

(3)

Collectively, the "Parent Notes." 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. 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 June 27, 2011, we entered into a credit agreement that consists of (1) revolving credit facilities under which we can borrow, subject to certain limitations as defined in the credit agreement, up to an aggregate amount of $725,000 (including Canadian dollars, British pounds sterling and Euros, among other currencies) (the "Revolving Credit Facility") and (2) a $500,000 term loan facility (the "Term Loan Facility," and collectively with the Revolving Credit Facility, the "Credit Agreement"). We have the right to increase the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $1,800,000. The Revolving Credit Facility is supported by a group of 19 banks. IMI, Iron Mountain Information Management, Inc. ("IMIM"), Canada Company, Iron Mountain Europe (Group) Limited ("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 Credit Agreement, borrow under certain of the following tranches of the Revolving Credit Facility: (1) tranche one in the amount of $400,000 is available to IMI and IMIM in U.S. dollars, British pounds sterling and Euros, (2) 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 (3) 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 Revolving Credit Facility terminates on June 27, 2016, at which point all revolving credit loans under such facility become due. With respect to the 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	%

29

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

        The 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 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 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 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. There are also fees associated with any outstanding letters of credit. As of June 30, 2012, we had $268,000 of outstanding borrowings under the Revolving Credit Facility, all of which was denominated in U.S. dollars; we also had various outstanding letters of credit totaling $2,291. The remaining availability under the Revolving Credit Facility on June 30, 2012, 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, was $454,709. The interest rate in effect under the Revolving Credit Facility and Term Loan Facility was 2.0% and 2.3%, respectively, as of June 30, 2012. For the three and six months ended June 30, 2011, we recorded commitment fees and letters of credit fees of $377 and $866, respectively, and for the three and six months ended June 30, 2012, we recorded commitment fees and letters of credit fees of $449 and $1,049, respectively, based on the unused balances under our revolving credit facilities and outstanding letters of credit.

        The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement, 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 3.4 and 3.5 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.1 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 6.5. IMI's revolving credit and term loan fixed charge coverage ratio was 1.5 and 1.4 as of December 31, 2011 and June 30, 2012, respectively, compared to a minimum allowable ratio of 1.2. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

30

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 results of IMI on the equity method of accounting as of December 31, 2011 and June 30, 2012 and for the three and six months ended June 30, 2011 and 2012.

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

31

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)

        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."

	December 31, 2011
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	3,428	$	10,750	$	68,907	$	96,760	$	—		$	179,845
Restricted Cash		35,110		—		—		—		—			35,110
Accounts Receivable		—		334,658		40,115		168,694		—			543,467
Intercompany Receivable		905,451		—		4,639		—		(910,090	)		—
Other Current Assets		2,016		103,899		3,323		40,538		(1,004	)		148,772
Assets of Discontinued Operations		—		—		—		7,256		—			7,256
Total Current Assets		946,005		449,307		116,984		313,248		(911,094	)		914,450
Property, Plant and Equipment, Net		1,490		1,480,785		200,755		724,053		—			2,407,083
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		928,182		1,000		2,961		15,010		(947,153	)		—
Investment in Subsidiaries		1,828,712		1,563,690		—		—		(3,392,402	)		—
Goodwill		—		1,529,359		196,989		527,920		—			2,254,268
Other		27,226		240,557		9,804		187,870		—			465,457
Total Other Assets, Net		2,784,120		3,334,606		209,754		730,800		(4,339,555	)		2,719,725
Total Assets	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258
Liabilities and Equity
Intercompany Payable	$	—	$	856,808	$	—	$	53,282	$	(910,090	)	$	—
Current Portion of Long-term Debt		658		46,967		2,658		23,037		—			73,320
Liabilities of Discontinued Operations		—		—		—		3,317		—			3,317
Total Other Current Liabilities		100,921		453,648		31,407		187,421		(1,004	)		772,393
Long-term Debt, Net of Current Portion		2,378,040		630,118		185,953		86,157		—			3,280,268
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		946,153		—		—		(947,153	)		—
Other Long-term Liabilities		5,308		528,897		31,418		92,081		—			657,704
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688		1,802,107		276,057		1,314,238		(3,392,402	)		1,245,688
Noncontrolling Interests		—		—		—		8,568		—			8,568
Total Equity		1,245,688		1,802,107		276,057		1,322,806		(3,392,402	)		1,254,256
Total Liabilities and Equity	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258

32

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, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	11,479	$	78,636	$	80,115	$	—		$	170,230
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,628		42,028		176,721		—			572,377
Intercompany Receivable		812,395		—		6,765		—		(819,160	)		—
Other Current Assets		2,569		63,769		5,160		40,437		—			111,935
Total Current Assets		851,576		428,876		132,589		297,273		(819,160	)		891,154
Property, Plant and Equipment, Net		1,402		1,453,288		201,329		720,328		—			2,376,347
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		982,974		1,000		5,420		—		(989,394	)		—
Investment in Subsidiaries		1,863,816		1,602,642		—		—		(3,466,458	)		—
Goodwill		—		1,534,476		197,995		589,339		—			2,321,810
Other		25,066		242,249		9,572		221,014		—			497,901
Total Other Assets, Net		2,871,856		3,380,367		212,987		810,353		(4,455,852	)		2,819,711
Total Assets	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212
Liabilities and Equity
Intercompany Payable	$	—	$	708,287	$	—	$	110,873	$	(819,160	)	$	—
Current Portion of Long-term Debt		682		43,961		2,747		15,447		—			62,837
Total Other Current Liabilities		100,285		421,212		29,003		167,389		—			717,889
Long-term Debt, Net of Current Portion		2,373,372		793,847		187,288		75,650		—			3,430,157
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		982,488		—		5,906		(989,394	)		—
Other Long-term Liabilities		9,884		471,677		35,144		109,300		—			626,005
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,239,611		1,841,059		292,723		1,332,676		(3,466,458	)		1,239,611
Noncontrolling Interests		—		—		—		10,713		—			10,713
Total Equity		1,239,611		1,841,059		292,723		1,343,389		(3,466,458	)		1,250,324
Total Liabilities and Equity	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212

33

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, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	277,532		$	31,255		$	110,359		$	—		$	419,146
Service		—			210,688			29,512			99,205			—			339,405
Total Revenues		—			488,220			60,767			209,564			—			758,551
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			182,033			23,270			102,274			—			307,577
Selling, General and Administrative		29			147,576			10,467			65,317			—			223,389
Depreciation and Amortization		36			48,226			4,697			25,909			—			78,868
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(133	)		(188	)		101			—			(220	)
Total Operating Expenses		65			377,702			38,246			193,601			—			609,614
Operating (Loss) Income		(65	)		110,518			22,521			15,963			—			148,937
Interest Expense (Income), Net		42,864			(22,956	)		11,921			16,775			—			48,604
Other Expense (Income), Net		7,608			5,511			333			(10,831	)		—			2,621
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(50,537	)		127,963			10,267			10,019			—			97,712
Provision (Benefit) for Income Taxes		—			24,279			4,844			1,129			—			30,252
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(303,221	)		(10,601	)		—			—			313,822			—
Income (Loss) from Continuing Operations		252,684			114,285			5,423			8,890			(313,822	)		67,460
(Loss) Income from Discontinued Operations, Net of Tax		—			(10,398	)		—			2,636			—			(7,762	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		252,684			297,236			5,423			11,526			(313,822	)		253,047
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			363			—			363
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	252,684		$	297,236		$	5,423		$	11,163		$	(313,822	)	$	252,684
Net Income (Loss)	$	252,684		$	297,236		$	5,423		$	11,526		$	(313,822	)	$	253,047
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,191	)		2,721			2,920			14,546			—			18,996
Equity in Other Comprehensive Income (Loss) of Subsidiaries		19,992			17,271			—			—			(37,263	)		—
Total Other Comprehensive Income (Loss)		18,801			19,992			2,920			14,546			(37,263	)		18,996
Comprehensive Income (Loss)		271,485			317,228			8,343			26,072			(351,085	)		272,043
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			558			—			558
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	271,485		$	317,228		$	8,343		$	25,514		$	(351,085	)	$	271,485

(1)

As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, we identified and corrected an error in the previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net

34

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)

of tax for the three months ended March 31, 2011. Our previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the six months ended June 30, 2011 was appropriately reported, however, the three months ended June 30, 2011 was impacted by the identified error in the same amount but in the opposite direction. Previously reported Guarantors' equity in the (earnings) losses of subsidiaries, net of tax, Guarantors' income from continuing operations and Guarantors' net income were $(60,516), $164,200 and $347,151, respectively, in the three months ended June 30, 2011, and the correction results in a decrease in the equity in earnings, income from continuing operations and net income of the Guarantors of $49,915 with an offsetting decrease for those line items in the elimination column. Accordingly, there was no impact on the Parent, Canada Company, Non-Guarantors or consolidated results previously reported. Additionally, there was no change in the operating income or income from continuing operations before income taxes of the Guarantors.

35

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, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	288,883		$	30,673		$	113,880		$	—		$	433,436
Service		—			199,633			28,433			90,663			—			318,729
Total Revenues		—			488,516			59,106			204,543			—			752,165
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			187,364			23,991			101,705			—			313,060
Selling, General and Administrative		48			134,760			8,852			59,855			—			203,515
Depreciation and Amortization		82			47,545			4,548			25,335			—			77,510
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(589	)		(65	)		47			—			(607	)
Total Operating Expenses		130			369,080			37,326			186,942			—			593,478
Operating (Loss) Income		(130	)		119,436			21,780			17,601			—			158,687
Interest Expense (Income), Net		46,980			(4,487	)		11,288			4,435			—			58,216
Other Expense (Income), Net		(20,566	)		475			(19	)		30,176			—			10,066
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(26,544	)		123,448			10,511			(17,010	)		—			90,405
Provision (Benefit) for Income Taxes		—			43,816			2,971			2,177			—			48,964
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(64,599	)		7,673			—			—			56,926			—
Income (Loss) from Continuing Operations		38,055			71,959			7,540			(19,187	)		(56,926	)		41,441
Income (Loss) from Discontinued Operations, Net of Tax		—			(377	)		—			(262	)		—			(639	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		38,055			71,582			7,540			(21,334	)		(56,926	)		38,917
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			862			—			862
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	38,055		$	71,582		$	7,540		$	(22,196	)	$	(56,926	)	$	38,055
Net Income (Loss)	$	38,055		$	71,582		$	7,540		$	(21,334	)	$	(56,926	)	$	38,917
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		3,211			(441	)		(5,182	)		(24,433	)		—			(26,845	)
Equity in Other Comprehensive Income (Loss) of Subsidiaries		(29,782	)		(29,341	)		—			—			59,123			—
Total Other Comprehensive Income (Loss)		(26,571	)		(29,782	)		(5,182	)		(24,433	)		59,123			(26,845	)
Comprehensive Income (Loss)		11,484			41,800			2,358			(45,767	)		2,197			12,072
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			588			—			588
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	11,484		$	41,800		$	2,358		$	(46,355	)	$	2,197		$	11,484

36

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, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	560,245		$	61,370		$	213,236		$	—		$	834,851
Service		—			419,600			58,446			191,663			—			669,709
Total Revenues		—			979,845			119,816			404,899			—			1,504,560
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,158			47,002			196,372			—			623,532
Selling, General and Administrative		163			290,132			20,628			125,221			—			436,144
Depreciation and Amortization		76			97,377			9,802			51,776			—			159,031
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(594	)		(198	)		108			—			(684	)
Total Operating Expenses		239			767,073			77,234			373,477			—			1,218,023
Operating (Loss) Income		(239	)		212,772			42,582			31,422			—			286,537
Interest Expense (Income), Net		86,050			(43,051	)		22,088			32,135			—			97,222
Other Expense (Income), Net		38,436			4,868			286			(49,927	)		—			(6,337	)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(124,725	)		250,955			20,208			49,214			—			195,652
Provision (Benefit) for Income Taxes		—			31,190			12,416			3,410			—			47,016
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(450,869	)		(43,285	)		—			—			494,154			—
Income (Loss) from Continuing Operations		326,144			263,050			7,792			45,804			(494,154	)		148,636
(Loss) Income from Discontinued Operations, Net of Tax		—			(12,868	)		—			(1,451	)		—			(14,319	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		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 Income (Loss) Attributable to Iron Mountain Incorporated	$	326,144		$	443,531		$	7,792		$	42,831		$	(494,154	)	$	326,144
Net Income (Loss)	$	326,144		$	443,531		$	7,792		$	44,353		$	(494,154	)	$	327,666
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(5,129	)		286			8,829			37,488			—			41,474
Equity in Other Comprehensive Income (Loss) of Subsidiaries		46,448			46,162			—			—			(92,610	)		—
Total Other Comprehensive Income (Loss)		41,319			46,448			8,829			37,488			(92,610	)		41,474
Comprehensive Income (Loss)		367,463			489,979			16,621			81,841			(586,764	)		369,140
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,677			—			1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	367,463		$	489,979		$	16,621		$	80,164		$	(586,764	)	$	367,463

37

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, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	576,470		$	61,148		$	221,159		$	—		$	858,777
Service		—			399,994			57,834			182,058			—			639,886
Total Revenues		—			976,464			118,982			403,217			—			1,498,663
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,579			49,032			198,747			—			628,358
Selling, General and Administrative		66			282,622			18,037			113,450			—			414,175
Depreciation and Amortization		157			95,631			9,111			50,619			—			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(744	)		(23	)		879			—			112
Total Operating Expenses		223			758,088			76,157			363,695			—			1,198,163
Operating (Loss) Income		(223	)		218,376			42,825			39,522			—			300,500
Interest Expense (Income), Net		94,071			(8,721	)		22,754			8,896			—			117,000
Other Expense (Income), Net		(981	)		(785	)		(19	)		8,547			—			6,762
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(93,313	)		227,882			20,090			22,079			—			176,738
Provision (Benefit) for Income Taxes		—			60,900			7,494			5,830			—			74,224
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(186,718	)		(25,458	)		—			—			212,176			—
Income (Loss) from Continuing Operations		93,405			192,440			12,596			16,249			(212,176	)		102,514
Income (Loss) from Discontinued Operations, Net of Tax		—			87			—			(5,819	)		—			(5,732	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		93,405			192,527			12,596			8,545			(212,176	)		94,897
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,492			—			1,492
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	93,405		$	192,527		$	12,596		$	7,053		$	(212,176	)	$	93,405
Net Income (Loss)	$	93,405		$	192,527		$	12,596		$	8,545		$	(212,176	)	$	94,897
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		868			616			1,292			(1,674	)		—			1,102
Equity in Other Comprehensive Income (Loss) of Subsidiaries		50			(566	)		—			—			516			—
Total Other Comprehensive Income (Loss)		918			50			1,292			(1,674	)		516			1,102
Comprehensive Income (Loss)		94,323			192,577			13,888			6,871			(211,660	)		95,999
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,676			—			1,676
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	94,323		$	192,577		$	13,888		$	5,195		$	(211,660	)	$	94,323

38

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, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(92,332	)	$	290,532		$	7,790		$	35,223		$	—		$	241,213
Cash Flows from Operating Activities—Discontinued Operations		—			1,544			—			300			—			1,844
Cash Flows from Operating Activities		(92,332	)		292,076			7,790			35,523			—			243,057
Cash Flows from Investing Activities:
Capital expenditures		—			(57,961	)		(4,445	)		(36,778	)		—			(99,184	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		973,565			(68,961	)		—			—			(904,604	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(3	)		—			—			—			—			(3	)
Additions to customer relationship and acquisition costs		—			(8,515	)		(288	)		(2,274	)		—			(11,077	)
Investment in joint ventures		—			—			—			(458	)		—			(458	)
Proceeds from sales of property and equipment and other, net		—			188			41			(200	)		—			29
Cash Flows from Investing Activities—Continuing Operations		972,334			(141,855	)		(4,750	)		(109,446	)		(902,148	)		(185,865	)
Cash Flows from Investing Activities—Discontinued Operations		—			376,567			—			(215	)		—			376,352
Cash Flows from Investing Activities		972,334			234,712			(4,750	)		(109,661	)		(902,148	)		190,487
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,141,952	)		(1,474	)		(54,079	)		—			(1,593,705	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,624,900			—			51,169			—			1,676,069
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			480			—			480
Intercompany loans from parent		—			(970,727	)		89			66,034			904,604			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(260,970	)		—			—			—			—			(260,970	)
Parent cash dividends		(75,044	)		—			—			—			—			(75,044	)
Proceeds from exercise of stock options and employee stock purchase plan		69,501			—			—			—			—			69,501
Excess tax benefits from stock-based compensation		57			—			—			—			—			57
Payment of debt financing costs		—			(8,217	)		—			—			—			(8,217	)
Cash Flows from Financing Activities—Continuing Operations		(893,911	)		(494,768	)		(1,385	)		64,832			902,148			(423,084	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(411	)		—			(411	)
Cash Flows from Financing Activities		(893,911	)		(494,768	)		(1,385	)		64,421			902,148			(423,495	)
Effect of exchange rates on cash and cash equivalents		—			—			1,414			1,268			—			2,682
(Decrease) Increase in cash and cash equivalents		(13,909	)		32,020			3,069			(8,449	)		—			12,731
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	—		$	153,604		$	40,721		$	77,099		$	—		$	271,424

39

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, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(87,906	)	$	249,123		$	19,935		$	35,703		$	—		$	216,855
Cash Flows from Operating Activities—Discontinued Operations		—			(2,651	)		—			(2,014	)		—			(4,665	)
Cash Flows from Operating Activities		(87,906	)		246,472			19,935			33,689			—			212,190
Cash Flows from Investing Activities:
Capital expenditures		—			(55,276	)		(7,000	)		(45,085	)		—			(107,361	)
Cash paid for acquisitions, net of cash acquired		—			(9,043	)		—			(98,247	)		—			(107,290	)
Intercompany loans to subsidiaries		234,913			(78,762	)		—			—			(156,151	)		—
Investment in subsidiaries		(36,193	)		(36,193	)		—			—			72,386			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(6,179	)		(350	)		(1,615	)		—			(8,144	)
Proceeds from sales of property and equipment and other, net		—			1,898			5			(41	)		—			1,862
Cash Flows from Investing Activities—Continuing Operations		197,218			(183,555	)		(7,345	)		(144,988	)		(83,765	)		(222,435	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		197,218			(185,537	)		(7,345	)		(149,142	)		(83,765	)		(228,571	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(1,712,961	)		(1,447	)		(54,286	)		—			(1,768,694	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,856,000			—			32,264			—			1,888,264
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			385			—			385
Intercompany loans from parent		—			(239,345	)		(1,758	)		84,952			156,151			—
Equity contribution from parent		—			36,193			—			36,193			(72,386	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(85,971	)		—			—			—			—			(85,971	)
Proceeds from exercise of stock options and employee stock purchase plan		11,029			—			—			—			—			11,029
Excess tax benefits from stock-based compensation		254			—			—			—			—			254
Payment of debt financing costs		—			(93	)		—			—			—			(93	)
Cash Flows from Financing Activities—Continuing Operations		(112,740	)		(60,206	)		(3,205	)		99,508			83,765			7,122
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		(112,740	)		(60,206	)		(3,205	)		99,469			83,765			7,083
Effect of exchange rates on cash and cash equivalents		—			—			344			(661	)		—			(317	)
Increase (Decrease) in cash and cash equivalents		(3,428	)		729			9,729			(16,645	)		—			(9,615	)
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	—		$	11,479		$	78,636		$	80,115		$	—		$	170,230

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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

        Our reportable operating segments and Corporate are described as follows:

•

North American Business—information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Hard Copy"); the storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations ("Data Protection"); information destruction services ("Destruction"); the scanning, imaging and document conversion services of active and inactive records ("Hybrid Services"); the storage, assembly, and detailed reporting of customer marketing literature and delivery to sales offices, trade shows and prospective customers' sites based on current and prospective customer orders ("Fulfillment"); and technology escrow services that protect and manage source code.

•

International Business—information management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and Hybrid Services. Our European operations provide Hard Copy, Data Protection and Hybrid Services throughout Europe and Destruction services are primarily provided in the United Kingdom and Ireland. Our Latin America operations provide Hard Copy, Data Protection, Destruction and Hybrid Services throughout Argentina, Brazil, Chile, Mexico and Peru. Our Asia Pacific operations provide Hard Copy, Data Protection, Destruction and Hybrid Services throughout Australia, with Hard Copy and Data Protection services also provided in certain cities in India, Singapore, Hong Kong-SAR and China.

•

Corporate—consists of costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Corporate also includes stock-based employee compensation expense associated with all Employee Stock-Based Awards.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

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

	North American Business		International Business		Corporate			Total Consolidated
Three Months Ended June 30, 2011
Total Revenues	$	557,513	$	201,038	$	—		$	758,551
Depreciation and Amortization		45,629		25,065		8,174			78,868
Depreciation		42,577		21,105		8,138			71,820
Amortization		3,052		3,960		36			7,048
Adjusted OIBDA		242,123		39,449		(53,987	)		227,585
Expenditures for Segment Assets		32,813		59,798		3,016			95,627
Capital Expenditures		25,662		18,298		3,016			46,976
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
Three Months Ended June 30, 2012
Total Revenues		551,879		200,286		—			752,165
Depreciation and Amortization		45,272		24,364		7,874			77,510
Depreciation		42,134		19,631		7,841			69,606
Amortization		3,138		4,733		33			7,904
Adjusted OIBDA		236,268		42,325		(43,003	)		235,590
Expenditures for Segment Assets		29,932		122,181		2,940			155,053
Capital Expenditures		25,763		22,742		2,940			51,445
Cash Paid for Acquisitions, Net of Cash acquired		225		98,247		—			98,472
Additions to Customer Relationship and Acquisition Costs		3,944		1,192		—			5,136
Six Months Ended June 30, 2011
Total Revenues		1,112,811		391,749		—			1,504,560
Depreciation and Amortization		91,045		50,486		17,500			159,031
Depreciation		85,030		42,704		17,424			145,158
Amortization		6,015		7,782		76			13,873
Adjusted OIBDA		470,098		78,327		(103,541	)		444,884
Total Assets(1)		4,377,454		1,846,832		193,073			6,417,359
Expenditures for Segment Assets		68,863		107,522		9,048			185,433
Capital Expenditures		54,447		35,689		9,048			99,184
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736		—			75,172
Additions to Customer Relationship and Acquisition Costs		8,980		2,097		—			11,077
Six Months Ended June 30, 2012
Total Revenues		1,104,189		394,474		—			1,498,663
Depreciation and Amortization		89,787		49,770		15,961			155,518
Depreciation		83,531		40,331		15,893			139,755
Amortization		6,256		9,439		68			15,763
Adjusted OIBDA		462,615		85,885		(92,370	)		456,130
Total Assets(1)		4,188,837		1,740,542		157,833			6,087,212
Expenditures for Segment Assets		69,268		142,475		11,052			222,795
Capital Expenditures		53,696		42,613		11,052			107,361
Cash Paid for Acquisitions, Net of Cash acquired		9,043		98,247		—			107,290
Additions to Customer Relationship and Acquisition Costs		6,529		1,615		—			8,144

(1)

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(7) Segment Information (Continued)

        The accounting policies of the reportable segments are the same as those described in Note 2. Adjusted OIBDA for each segment is defined as operating income before depreciation, amortization, intangible impairments and (gain) loss on disposal/write-down of property, plant and equipment, net directly attributable to the segment. Internally, we use Adjusted OIBDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

        A reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	227,585		$	235,590		$	444,884		$	456,130
Less: Depreciation and Amortization		78,868			77,510			159,031			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(220	)		(607	)		(684	)		112
Interest Expense, Net		48,604			58,216			97,222			117,000
Other Expense (Income), Net		2,621			10,066			(6,337	)		6,762
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	97,712		$	90,405		$	195,652		$	176,738

(8) Commitments and Contingencies

a.

Litigation

        We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably estimable. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and estimable, accrued an amount that represents our estimate of any probable loss associated with such matter. In addition, we have estimated a reasonably possible range for all loss contingencies including those described below. We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $40,000 over the next several years.

b.

Patent Infringement Lawsuit

        In August 2010, we were named as a defendant in a patent infringement suit filed in the U.S. District Court for the Eastern District of Texas by Oasis Research, LLC. The plaintiff alleges that the technology found in our Connected and LiveVault products infringed certain U.S. patents owned by the plaintiff and seeks an unspecified amount of damages. The trial is scheduled to begin on March 4, 2013. As part of the sale of our Digital Business, discussed at Note 10, our Connected and LiveVault

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

products were sold to Autonomy, and Autonomy has assumed this obligation and the defense of this litigation and has agreed to indemnify us against any losses.

c.

Government Contract Billing Matter

        Since October 2001, we have provided services to the U.S. Government under several General Services Administration ("GSA") multiple award schedule contracts (the "Schedules"). The earliest of the Schedules was renewed in October 2006 with certain modifications to its terms. The Schedules contain a price reductions clause ("Price Reductions Clause") that requires us to offer to reduce the prices billed to the Government under the Schedules to correspond to the prices billed to certain benchmark commercial customers. Over the five years and nine months ended June 30, 2012 we billed approximately $50,000 under the Schedules. In 2011, we initiated an internal review covering the contract period commencing in October 2006, and we discovered potential non-compliance with the Price Reductions Clause. We voluntarily disclosed the potential non-compliance to the GSA and its Office of Inspector General ("OIG") in June 2011.

        We continue to review this matter and will provide the GSA and OIG with information regarding our pricing practices and the proposed pricing adjustment amount to be refunded. The GSA and OIG, however, may not agree with our determination of the refund amount and may request additional pricing adjustments, refunds, civil penalties, up to treble damages and/or interest related to our Schedules.

        In April 2012, the U.S. Government sent us a subpoena seeking information that substantially overlaps with the subjects that are covered by the voluntary disclosure process that we initiated with the GSA and OIG in June 2011, except that the subpoena seeks information dating back to 2000. Despite the substantial overlap, we understand that the subpoena relates to a separate inquiry, under the civil False Claims Act, that has been initiated independent of the GSA and OIG voluntary disclosure matter. We cannot determine at this time whether this separate inquiry will result in liability in addition to the amount that may be paid in connection with the voluntary disclosure to the OIG and GSA described above.

        Given the above, it is reasonably possible that an adjustment to our estimates may be required in the future as a result of updated facts and circumstances. To the extent that an adjustment to our estimates is necessary in a future period, we will assess, at that time, whether the adjustment is a result of a change in estimate or the correction of an error. A change in estimate would be reflected as an adjustment through the then-current period statement of operations. A correction of an error would require a quantitative and qualitative analysis to determine the approach to correcting the error. A correction of an error could be reflected in the then-current period statement of operations or as a restatement of prior period financial information, depending upon the underlying facts and circumstances and our quantitative and qualitative analysis.

d.

State of Massachusetts Notices of Assessment

        During the second quarter of 2012, we received notices of assessment from the state of Massachusetts related to a corporate excise audit of the 2004 through 2006 tax years in the aggregate amount of $8,191, including tax, interest and penalties through the assessment date. In addition, we are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

currently under a corporate excise audit by the state of Massachusetts for the 2007 and 2008 tax years. The final outcome of this audit may result in an assessment of corporate excise tax, which is comprised of two measures, an income tax, which is a component of the provision for income taxes, and a net worth tax, which is an operating charge. We will appeal the assessments to the Massachusetts Appellate Tax Board. We intend to defend this matter vigorously.

e.

Italy Fire

        We experienced a fire at a facility we leased in Aprilla, Italy on November 4, 2011. The cause of the fire is currently being investigated. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building was a total loss. We believe we carry adequate insurance and continue to assess the impact of the fire but do not expect that this event will have a material impact to our consolidated financial condition, results of operations and cash flows. As discussed at Note 10, we sold our Italian Business on April 27, 2012 and we indemnified the buyers related to certain obligations and contingencies associated with the fire.

        Our policy related to business interruption insurance recoveries is to record gains within other (income) expense, net in our consolidated statement of operations and proceeds received within cash flows from operating activities in our consolidated statement of cash flows. Such amounts are recorded in the period the cash is received. Our policy with respect to involuntary conversion of property, plant and equipment is to record any gain or loss within (gain) loss on disposal/write-down of property, plant and equipment, net within operating income in our consolidated statement of operations and proceeds received within cash flows from investing activities within our consolidated statement of cash flows. Losses are recorded when incurred and gains are recorded in the period when the cash received exceeds the carrying value of the related property, plant and equipment. As a result of the sale of the Italian Business, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations.

(9) Stockholders' Equity Matters

        Our board of directors has authorized up to $1,200,000 in repurchases of our common stock. All repurchases are subject to stock price, market conditions, corporate and legal requirements and other factors. As of June 30, 2012, we had a remaining amount available for repurchase under our share repurchase program of $66,035, which represents approximately 1% in the aggregate of our outstanding common stock based on the closing stock price on such date.

        In February 2010, our board of directors adopted a dividend policy under which we have paid and in the future intend to pay quarterly cash dividends on our common stock. Declaration and payment of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(9) Stockholders' Equity Matters (Continued)

future quarterly dividends is at the discretion of our board of directors. In fiscal year 2011 and in the first six months of 2012, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 11, 2011	$	0.1875	March 25, 2011	$	37,601	April 15, 2011
June 10, 2011		0.2500	June 24, 2011		50,694	July 15, 2011
September 8, 2011		0.2500	September 23, 2011		46,877	October 14, 2011
December 1, 2011		0.2500	December 23, 2011		43,180	January 13, 2012
March 8, 2012		0.2500	March 23, 2012		42,791	April 13, 2012
June 5, 2012		0.2700	June 22, 2012		46,336	July 13, 2012

(10) Discontinued Operations

Digital Operations

        On June 2, 2011, IMI completed the sale of the Digital Business to Autonomy pursuant to the Digital Sale Agreement. In the Digital Sale, Autonomy purchased (1) the shares of certain of IMI's subsidiaries through which IMI conducted the Digital Business and (2) certain assets of IMI and its subsidiaries relating to our Digital Business. The Digital Sale qualified as discontinued operations and, as a result, the financial position, operating results and cash flows of the Digital Business, for all periods presented, including the gain on the sale, have been reported as discontinued operations for financial reporting purposes.

        Pursuant to the Digital Sale Agreement, IMI received approximately $395,400 in cash, consisting of the initial purchase price of $380,000 and a preliminary working capital adjustment of approximately $15,400, which remains subject to a customary post-closing adjustment based on the amount of working capital at closing. The purchase price for the Digital Sale will be increased on a dollar-for-dollar basis if the working capital balance at the time of closing exceeds the target amount of working capital as set forth in the Digital Sale Agreement and decreased on a dollar-for-dollar basis if such closing working capital balance is less than the target amount. We and Autonomy are in disagreement regarding the working capital adjustment in the Digital Sale Agreement. As a result, as contemplated by the Digital Sale Agreement, the matter has been referred to an independent third party accounting firm for determination of the appropriate adjustment amount. Any change in the estimated amount of working capital adjustment will be recorded within gain (loss) on the sale of discontinued operations, net of tax within our consolidated statement of operations. Transaction costs relating to the Digital Sale amounted to $7,387. Additionally, $11,075 of inducements are payable to Autonomy and have been netted against the proceeds in calculating the gain on the Digital Sale. A gain on sale of discontinued operations in the amount of $245,654 ($193,349, net of tax) was recorded during the three month period ended June 30, 2011 as a result of the Digital Sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(10) Discontinued Operations (Continued)

        The table below summarizes certain results of operations of the Digital Business:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	32,521		$	—		$	79,199		$	—
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations	$	(16,812	)	$	(377	)	$	(20,398	)	$	378
(Benefit) Provision for Income Taxes		(6,414	)		—			(7,530	)		291
(Loss) Income from Discontinued Operations, Net of Tax	$	(10,398	)	$	(377	)	$	(12,868	)	$	87
Gain on Sale of Discontinued Operations	$	245,654		$	—		$	245,654		$	—
Provision for Income Taxes		52,305			—			52,305			—
Gain on Sale of Discontinued Operations, Net of Tax	$	193,349		$	—		$	193,349		$	—
Total Income (Loss) from Discontinued Operations and Sale, Net of Tax	$	182,951		$	(377	)	$	180,481		$	87

        There have been no allocations of corporate general and administrative expenses to discontinued operations. In accordance with our policy, we have allocated corporate interest associated with all debt that is not specifically allocated to a particular component based on the proportion of the assets of the Digital Business to our total consolidated assets at the applicable weighted average interest rate associated with such debt for such reporting period. Interest allocated to the Digital Business and included in loss from discontinued operations amounted to $978 and $2,396 for three and six months ended June 30, 2011, respectively.

New Zealand Business

        We completed the sale of the New Zealand Business on October 3, 2011 for a purchase price of approximately $10,000. During the second quarter of 2011, we recorded an impairment charge of $4,900 to write-down the long-lived assets of the New Zealand Business to its estimated net realizable value, which is included in income (loss) from discontinued operations. Additionally, we recorded a tax benefit of $9,442 during the second quarter of 2011 associated with the outside tax basis of our New Zealand Business, which is also reflected in income (loss) from discontinued operations. No valuation allowance was provided against the $9,442 recorded as such amount is recoverable against the capital gain associated with the Digital Sale. For all periods presented, the financial position, operating results and cash flows of the New Zealand Business, including the gain on the sale, have been reported as discontinued operations for financial reporting purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(10) Discontinued Operations (Continued)

        The table below summarizes certain results of operations of the New Zealand Business:

	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Total Revenues	$	2,160		$	4,143
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(4,876	)	$	(4,948	)
Benefit for Income Taxes		(9,442	)		(9,442	)
Income from Discontinued Operations, Net of Tax	$	4,566		$	4,494

Italian Business

        We committed in December 2011 to a plan to sell the Italian Business. Beginning in the fourth quarter of 2011, the Italian Business was classified as held for sale, and, for all periods presented, the financial position, operating results and cash flows of the Italian Business have been reported as discontinued operations for financial reporting purposes. We sold the Italian Business on April 27, 2012. We agreed to indemnify the buyers of the Italian Business for certain possible costs associated with the fire in Italy discussed more fully at Note 8.e. A loss on sale of discontinued operations in the amount of $1,885 was recorded during the three month period ended June 30, 2012 as a result of the sale of the Italian Business. Approximately $383 of cumulative translation adjustment associated with our Italian Business was reclassified from accumulated other comprehensive items, net and reduced the loss on the sale by the same amount.

        The table below summarizes certain results of operations of the Italian Business:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	4,338		$	—		$	8,621		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(2,009	)	$	(262	)	$	(6,103	)	$	(6,386	)
Benefit for Income Taxes		(79	)		—			(158	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(1,930	)	$	(262	)	$	(5,945	)	$	(5,819	)
Loss on Sale of Discontinued Operations	$	—		$	(1,885	)	$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	(1,885	)	$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(1,930	)	$	(2,147	)	$	(5,945	)	$	(7,704	)

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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, 2012 should be read in conjunction with our Consolidated Financial Statements and Notes thereto for (1) the three and six months ended June 30, 2012, included herein, and (2) the year ended December 31, 2011, included in our Annual Report on Form 10-K filed on February 28, 2012 ("Annual Report").

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 securities laws. These forward-looking statements concern our operations, economic performance, financial condition, goals, beliefs, future growth strategies, investment objectives, plans and current expectations, such as our (1) commitment to future dividend payments, (2) expected target leverage ratio, (3) expected internal revenue growth rate and capital expenditures for 2012, and (4) estimated range of taxes and other costs in 2012 in connection with our proposed conversion to a real estate investment trust. These 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 laws, regulations and customer demands relating to privacy issues; (2) the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' 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) the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies; (6) the cost or potential liabilities associated with real estate necessary for our business; (7) the performance of business partners upon whom we depend for technical assistance or management expertise outside the U.S.; (8) changes in the political and economic environments in the countries in which our international subsidiaries operate; (9) with regard to our estimated tax and other REIT-conversion costs, our estimates may not be accurate, and such costs may turn out to be materially different than our estimates due to unanticipated outcomes in the private letter rulings, changes in our support functions and support costs, the unsuccessful execution of internal planning, including restructurings and cost reduction initiatives, or other factors; (10) claims that our technology violates the intellectual property rights of a third party; (11) the cost of our debt; (12) the impact of alternative, more attractive investments on dividend; (13) our ability or inability to compete acquisitions on satisfactory terms and to integrate acquired companies efficiently; and (14) 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 Annual Report and in this Quarterly Report on Form 10-Q. 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 ("SEC").

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Non-GAAP Measures

Adjusted Operating Income Before Depreciation, Amortization and Intangible Impairments ("Adjusted OIBDA")

        Adjusted OIBDA is defined as operating income before depreciation, amortization, intangible impairments and (gain) loss on disposal/write-down of property, plant and equipment, net. Adjusted OIBDA Margin is calculated by dividing Adjusted OIBDA by total revenues. We use multiples of current or projected Adjusted OIBDA in conjunction with our discounted cash flow models to determine our overall enterprise valuation and to evaluate acquisition targets. We believe Adjusted OIBDA and Adjusted OIBDA Margin provide current and potential investors with relevant and useful information regarding our ability to generate cash flow to support business investment. These measures are an integral part of the internal reporting system we use to assess and evaluate the operating performance of our business. Adjusted OIBDA does not include certain items that we believe are not indicative of our core operating results, specifically: (1) (gain) loss on disposal/write-down of property, plant and equipment, net; (2) intangible impairments; (3) other expense (income), net; (4) cumulative effect of change in accounting principle; (5) income (loss) from discontinued operations, net of tax; (6) gain (loss) on sale of discontinued operations, net of tax; and (7) net income (loss) attributable to noncontrolling interests.

        Adjusted OIBDA also does not include interest expense, net and the provision (benefit) 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, Adjusted 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. Adjusted OIBDA and Adjusted 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 United States of America ("GAAP"), such as operating or net income (loss) or cash flows from operating activities from continuing operations (as determined in accordance with GAAP).

Reconciliation of Adjusted OIBDA to Operating Income, Income from Continuing Operations and Net Income (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	227,585		$	235,590		$	444,884		$	456,130
Less: Depreciation and Amortization		78,868			77,510			159,031			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, net		(220	)		(607	)		(684	)		112
Operating Income		148,937			158,687			286,537			300,500
Less: Interest Expense, Net		48,604			58,216			97,222			117,000
Other Expense (Income), Net		2,621			10,066			(6,337	)		6,762
Provision for Income Taxes		30,252			48,964			47,016			74,224
Income from Continuing Operations		67,460			41,441			148,636			102,514
Loss from Discontinued Operations, Net of Tax		(7,762	)		(639	)		(14,319	)		(5,732	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349			(1,885	)		193,349			(1,885	)
Net Income Attributable to Noncontrolling interests		363			862			1,522			1,492
Net Income Attributable to Iron Mountain Incorporated	$	252,684		$	38,055		$	326,144		$	93,405

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Free Cash Flows before Acquisitions and Discretionary Investment ("FCF")

        FCF is defined as Cash Flows from Operating Activities—Continuing Operations less capital expenditures (excluding real estate), net of proceeds from the sales of property and equipment and other, net and additions to customer relationship and acquisition costs. Our management uses this measure when evaluating the operating performance of our consolidated business. We believe this measure provides relevant and useful information to our current and potential investors. FCF is a useful measure in determining our ability to generate excess cash that may be used for reinvestment in the business, discretionary deployment in investments such as real estate or acquisition opportunities, returning of capital to our stockholders and voluntary prepayments of indebtedness.

Reconciliation of FCF to Cash Flows from Operating Activities—Continuing Operations (in thousands):

	Six Months Ended June 30,
	2011			2012
Free Cash Flows before Acquisitions and Discretionary Investments	$	139,772		$	114,024
Add: Capital Expenditures (excluding real estate), net		90,364			94,687
Additions to Customer Relationship and Acquisitions Costs		11,077			8,144
Cash Flows From Operating Activities—Continuing Operations	$	241,213		$	216,855
Cash Flows From Investing Activities—Continuing Operations	$	(185,865	)	$	(222,435	)
Cash Flows From Financing Activities—Continuing Operations	$	(423,084	)	$	7,122

Adjusted Earnings per Share from Continuing Operations ("Adjusted EPS")

        Adjusted EPS is defined as reported earnings per share from continuing operations excluding: (1) (gain) loss on the disposal/write-down of property, plant and equipment, net; (2) intangible impairments; (3) other expense (income), net; and (4) the tax impact of reconciling items and discrete tax items. We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to investors when comparing our results from past, present and future periods.

Reconciliation of Adjusted EPS—Fully Diluted from Continuing Operations to Reported EPS—Fully Diluted from Continuing Operations:

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2012		2011			2012
Adjusted EPS—Fully Diluted from Continuing Operations	$	0.30		$	0.35	$	0.58		$	0.65
Less: (Gain) Loss on disposal/write-down of property, plant and equipment, net		—			—		—			—
Intangible Impairments		—			—		—			—
Other Expense (Income), net		0.01			0.06		(0.03	)		0.04
Tax impact of reconciling items and discrete tax items		(0.04	)		0.05		(0.12	)		0.01
Reported EPS—Fully Diluted from Continuing Operations	$	0.33		$	0.24	$	0.73		$	0.60

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

51

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. 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:

•

Revenue Recognition

•

Accounting for Acquisitions

•

Allowance for Doubtful Accounts and Credit Memos

•

Impairment of Tangible and Intangible Assets

•

Accounting for Internal Use Software

•

Income Taxes

•

Stock-Based Compensation

•

Self-Insured Liabilities

        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" in our Annual Report and the Consolidated Financial Statements and the Notes included therein. Management has determined that no material changes concerning our critical accounting policies have occurred since December 31, 2011.

Recent Accounting Pronouncements

        In September 2011, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 allows, but does not require, entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. We adopted ASU 2011-08 as of January 1, 2012. The adoption of ASU 2011-08 did not have an impact on our consolidated financial position, results of operations or cash flows.

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, 2012 within each section. Trends and changes that are consistent within the three and six month periods are not repeated and are discussed on a year-to-date basis.

Potential Real Estate Investment Trust ("REIT") Conversion

        On June 5, 2012, we announced that our board of directors, following a thorough analysis of alternatives and careful consideration of the topic and after the unanimous recommendation of the Strategic Review Special Committee (the "Special Committee"), unanimously approved a plan for IMI to pursue conversion (the "Conversion Plan") to a REIT. We have begun implementation of the Conversion Plan and we plan to make a tax election for REIT status no sooner than our taxable year

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beginning January 1, 2014. Any REIT election made by us must be effective as of the beginning of a taxable year; therefore, if, as a calendar year taxpayer, we are unable to convert to a REIT by January 1, 2014, the next possible conversion date would be January 1, 2015.

        If we are able to convert to, and qualify as, a REIT, we will generally be permitted to deduct from U.S. federal income taxes dividends paid to our stockholders. The income represented by such dividends would not be subject to U.S. federal taxation at the entity level but would be taxed, if at all, only at the stockholder level. Nevertheless, the income of our U.S. taxable REIT subsidiaries ("TRS"), which will hold our U.S. operations that may not be REIT-compliant, will be subject, as applicable, to U.S. federal and state corporate income tax, and we will continue to be subject to foreign income taxes in jurisdictions in which we hold assets or conduct operations, regardless of whether held or conducted through qualified REIT subsidiaries ("QRS") or TRS. We will also be subject to a separate corporate income tax on any gains recognized during a specified period (generally, 10 years) following the REIT conversion that are attributable to "built-in" gains with respect to the assets that we own on the date we convert to a REIT. Our ability to qualify as a REIT will depend upon our continuing compliance following our conversion to a REIT with various requirements, including requirements related to the nature of our assets, the sources of our income and the distributions to our stockholders. If we fail to qualify as a REIT, we will be subject to U.S. federal income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property. In particular, while state income tax regimes often parallel the U.S. federal income tax regime for REITs described above, many states do not completely follow U.S. federal rules and some may not follow them at all.

        We currently estimate the incremental operating and capital expenditures associated with the Conversion Plan over the next five-year period to be approximately $100.0 million to $150.0 million. Of these amounts, approximately $20.0 million to $30.0 million is expected to be incurred in 2012, inclusive of approximately $10.0 million of capital expenditures. If the Conversion Plan is successful, we also expect to incur an additional $5.0 million to $10.0 million in annual compliance costs in future years. We may also incur costs and record non-cash charges in connection with certain potential modifications to our employee equity compensation plans associated with our conversion to a REIT.

        The Conversion Plan currently includes seeking private letter ruling ("PLR") requests from the U.S. Internal Revenue Service (the "IRS"). We expect that our PLR requests will have multiple components, and the conversion to a REIT will require favorable rulings from the IRS on numerous technical tax issues, including the characterization of our racking assets as real estate. We submitted our PLR requests to the IRS in July 2012, but the IRS may not provide a favorable response to our PLR requests until 2013 or at all.

Discontinued Operations

        On June 2, 2011, we completed the sale (the "Digital Sale") of our online backup and recovery, digital archiving and eDiscovery solutions businesses of our 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 Iron Mountain Incorporated ("IMI"), certain subsidiaries of IMI and Autonomy (the "Digital Sale Agreement"). Additionally, on October 3, 2011, we sold our records management business in New Zealand (the "New Zealand Business"). Also, on April 27, 2012, we sold our records management business in Italy (the "Italian Business"). The financial position, operating results and cash flows of the Digital Business, New Zealand Business and the Italian Business, including the gain on the sale of the Digital Business and the New Zealand Business and the loss on the sale of the Italian Business, for all periods presented, have been reported as discontinued operations for financial reporting purposes. See Note 10 to Notes to Consolidated Financial Statements.

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General

        Our revenues consist of storage rental revenues as well as service revenues. Storage rental 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) that 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 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, which relate to physical and digital records, 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, technology services and product sales (including specially designed storage containers and related supplies). A by-product of our secure shredding and destruction services is 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 rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the applicable storage rental 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 products are shipped to the customer and title has passed to the customer. Revenues from the sales of products have historically not been significant.

        Cost of sales (excluding depreciation and amortization) consists primarily of wages and benefits for field personnel, facility occupancy costs (including rent and utilities), transportation expenses (including vehicle leases and fuel), other product cost of sales and other equipment costs and supplies. Of these, wages and benefits and facility occupancy costs are the most significant. Trends in total wages and benefits in dollars and as a percentage of total consolidated revenue are influenced by changes in headcount and compensation levels, achievement of incentive compensation targets, workforce productivity and variability in costs associated with medical insurance and workers compensation. Trends in facility occupancy costs are impacted by the total number of facilities we occupy, the mix of properties we own versus properties we occupy under operating leases, fluctuations in per square foot occupancy costs, and the levels of utilization of these properties.

        The expansion of our international and secure shredding businesses has impacted the major cost of sales components. Our international operations are more labor intensive than our North American Business segment and, therefore, add incremental labor costs at a higher percentage of segment revenue than our North American Business segment. Our secure shredding operations incur lower facility costs and higher transportation costs as a percentage of revenues compared to our core physical businesses.

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        Selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, information technology, sales, account management and marketing personnel, as well as expenses related to communications and data processing, travel, professional fees, bad debts, training, office equipment and supplies. Trends in total wage and benefit dollars and as a percentage of total consolidated revenue are influenced by changes in headcount and compensation levels, achievement of incentive compensation targets, workforce productivity and variability in costs associated with medical insurance. The overhead structure of our expanding international operations, as compared to our North American operations, is more labor intensive and has not achieved the same level of overhead leverage, which may result in an increase in selling, general and administrative expenses, as a percentage of consolidated revenue, as our international operations become a more meaningful percentage of our consolidated results.

        Our depreciation and amortization charges result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to storage systems, which include racking, building and leasehold improvements, computer systems hardware and software, and buildings. Amortization relates primarily to customer relationship acquisition costs and is impacted by the nature and timing of acquisitions.

        Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our entities outside the U.S. 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, some of these fluctuations have become material on individual balances. 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 partially 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 2011 results at the 2012 average exchange rates.

        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 Foreign Currency
	2011		2012
British pound sterling	$	1.631	$	1.583		(2.9	)%
Canadian dollar	$	1.033	$	0.990		(4.2	)%
Euro	$	1.439	$	1.284		(10.8	)%

	Average Exchange Rates for the Six Months Ended June 30,
					Percentage Strengthening / (Weakening) of Foreign Currency
	2011		2012
British pound sterling	$	1.617	$	1.577		(2.5	)%
Canadian dollar	$	1.024	$	0.994		(2.9	)%
Euro	$	1.403	$	1.298		(7.5	)%

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Results of Operations

Comparison of Three and Six Months Ended June 30, 2012 to Three and Six Months Ended June 30, 2011 (in thousands):

	Three Months Ended June 30,
							Dollar Change			Percentage Change
	2011			2012
Revenues	$	758,551		$	752,165		$	(6,386	)		(0.8	)%
Operating Expenses		609,614			593,478			(16,136	)		(2.6	)%
Operating Income		148,937			158,687			9,750			6.5	%
Other Expenses, Net		81,477			117,246			35,769			43.9	%
Income from Continuing Operations		67,460			41,441			(26,019	)		(38.6	)%
Loss from Discontinued Operations, Net of Tax		(7,762	)		(639	)		7,123			91.8	%
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349			(1,885	)		(195,234	)		(101.0	)%
Net Income		253,047			38,917			(214,130	)		(84.6	)%
Net Income Attributable to Noncontrolling Interests		363			862			499			(137.5	)%
Net Income Attributable to Iron Mountain Incorporated	$	252,684		$	38,055		$	(214,629	)		(84.9	)%
Adjusted OIBDA(1)	$	227,585		$	235,590		$	8,005			3.5	%
Adjusted OIBDA Margin(1)		30.0	%		31.3	%

	Six Months Ended June 30,
							Dollar Change			Percentage Change
	2011			2012
Revenues	$	1,504,560		$	1,498,663		$	(5,897	)		(0.4	)%
Operating Expenses		1,218,023			1,198,163			(19,860	)		(1.6	)%
Operating Income		286,537			300,500			13,963			4.9	%
Other Expenses, Net		137,901			197,986			60,085			43.6	%
Income from Continuing Operations		148,636			102,514			(46,122	)		(31.0	)%
Loss from Discontinued Operations, Net of Tax		(14,319	)		(5,732	)		8,587			60.0	%
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349			(1,885	)		(195,234	)		(101.0	)%
Net Income		327,666			94,897			(232,769	)		(71.0	)%
Net Income Attributable to Noncontrolling Interests		1,522			1,492			(30	)		2.0	%
Net Income Attributable to Iron Mountain Incorporated	$	326,144		$	93,405		$	(232,739	)		(71.4	)%
Adjusted OIBDA(1)	$	444,884		$	456,130		$	11,246			2.5	%
Adjusted OIBDA Margin(1)		29.6	%		30.4	%

(1)

See "Non-GAAP Measures—Adjusted Operating Income Before Depreciation, Amortization and Intangible Impairments, or Adjusted OIBDA" in this Quarterly Report on Form 10-Q for the definition and reconciliation of Adjusted OIBDA and a discussion of why we believe these measures provide relevant and useful information to our current and potential investors.

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REVENUES

	Three Months Ended June 30,							Percentage Change
					Dollar Change						Constant Currency(1)			Internal Growth(2)
	2011		2012					Actual
Storage Rental	$	419,146	$	433,436	$	14,290			3.4	%		5.8	%		3.5	%
Core Service		247,999		238,745		(9,254	)		(3.7	)%		(1.0	)%		(2.7	)%
Total Core Revenue		667,145		672,181		5,036			0.8	%		3.3	%		1.2	%
Complementary Services		91,406		79,984		(11,422	)		(12.5	)%		(10.9	)%		(11.8	)%
Total Revenue	$	758,551	$	752,165	$	(6,386	)		(0.8	)%		1.6	%		(0.3	)%

	Six Months Ended June 30,							Percentage Change
					Dollar Change						Constant Currency(1)			Internal Growth(2)
	2011		2012					Actual
Storage Rental	$	834,851	$	858,777	$	23,926			2.9	%		4.5	%		3.4	%
Core Service		489,911		479,825		(10,086	)		(2.1	)%		(0.2	)%		(1.2	)%
Total Core Revenue		1,324,762		1,338,602		13,840			1.0	%		2.7	%		1.7	%
Complementary Services		179,798		160,061		(19,737	)		(11.0	)%		(9.9	)%		(10.3	)%
Total Revenue	$	1,504,560	$	1,498,663	$	(5,897	)		(0.4	)%		1.2	%		0.2	%

(1)

Constant currency growth rates are calculated by translating the 2011 results at the 2012 average exchange rates.

(2)

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. We calculate internal revenue growth in local currency for our international operations.

        Our consolidated storage rental revenues increased $14.3 million, or 3.4%, to $433.4 million and increased $23.9 million, or 2.9%, to $858.8 million for the three and six months ended June 30, 2012, respectively, from $419.1 million and $834.9 million for the three and six months ended June 30, 2011, respectively. The increase is attributable to internal revenue growth of 3.5% and 3.4% for the three and six months ended June 30, 2012, respectively. Foreign currency exchange rate fluctuations decreased our storage rental revenue growth rate by approximately 2.6% and 1.7% for the three and six months ended June 30, 2012, respectively. Net acquisition/divestitures contributed 2.4% and 1.2% of the increase in reported storage rental revenues in the three and six months ended June 30, 2012 compared to the same period in 2011. Our storage rental internal growth rate in the first six months of 2012 was driven by sustained storage rental internal growth of 2.2% and 6.9% in our North American and International Business segments, respectively. Global records management net volumes increased by more than 1% over prior year levels, in-line with recent quarterly performance.

        Consolidated service revenues, consisting of core service and complementary services, decreased $20.7 million, or 6.1%, to $318.7 million and decreased $29.8 million, or 4.5%, to $639.9 million for the three and six months ended June 30, 2012 from $339.4 million and $669.7 million for the three and six months ended June 30, 2011, respectively. Service revenue internal growth was negative 5.2% and negative 3.6% for the three and six months ended June 30, 2012, respectively. The service revenue internal growth for the three and six months ended June 30, 2012 was driven by negative complementary service revenue internal growth of 11.8% and 10.3%, respectively, due primarily to the significant decrease in recycled paper prices in the first six months of 2012 compared to the same prior year period, which resulted in $11.2 million and $16.1 million less of recycled paper revenue for the

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three and six months ended June 30, 2012, respectively. This decline was partially offset by strong hybrid revenue growth and increased project revenues. Core service internal growth in the three and six months ended June 30, 2012 was negative 2.7% and negative 1.2%, respectively, due to expected declines in activity-based core services, particularly in North America, consistent with prior quarters. Foreign currency exchange rate fluctuations decreased reported service revenues by 2.6% and 1.7% for the three and six months ended June 30, 2012, respectively, over the same periods in 2011. Offsetting the decrease in reported service revenues were net acquisition/divestitures, which contributed 1.7% and 0.9% to our service revenues in the three and six months ended June 30, 2012, respectively.

        For the reasons stated above, our consolidated revenues decreased $6.4 million, or 0.8%, to $752.2 million for the three months ended June 30, 2012 and decreased $5.9 million, or 0.4%, to $1,498.7 million for the six months ended June 30, 2012 from $758.6 million and $1,504.6 million for the three and six months ended June 30, 2011, respectively. During the quarter ended June 30, 2011, we recorded a $6.0 million reduction to reported revenues related to a pricing adjustment involving a government contract. Internal growth calculations for the three and six months ended June 30, 2012 exclude this adjustment. Internal revenue growth was negative 0.3% and positive 0.2% for the three and six months ended June 30, 2012, respectively. We calculate internal revenue growth in local currency for our international operations. For the three and six months ended June 30, 2012, foreign currency exchange rate fluctuations decreased our consolidated revenues by 2.6% and 1.7%, respectively, 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. Offsetting the decrease in reported consolidated revenues were net acquisition/divestitures, which contributed 2.1% and 1.1% to our consolidated revenues in the three and six months ended June 30, 2012, respectively.

Internal Growth—Eight-Quarter Trend

	2010						2011												2012
	Third Quarter			Fourth Quarter			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter
Storage Rental Revenue		2.3	%		2.3	%		3.0	%		2.8	%		3.3	%		3.3	%		2.9	%		3.5	%
Service Revenue		3.9	%		1.1	%		(0.1	)%		1.2	%		1.8	%		(1.4	)%		(2.2	)%		(5.2	)%
Total Revenue		3.0	%		1.8	%		1.6	%		2.1	%		2.6	%		1.2	%		0.6	%		(0.3	)%

        We expect our consolidated internal revenue growth rate for 2012 to be approximately (1)% to 2%. During the past eight quarters our storage rental internal growth rate has ranged between 2.3% and 3.5%. Our storage rental growth rate moderated in late 2009 and through 2010 due to the economic downturn, which resulted in reduced average net pricing gains in North America due to the low inflationary environment, episodic destructions in the physical data protection business and lower new sales and higher destruction rates in our North American Business segment. These impacts were offset by new sales in international markets. Our storage rental growth rate in 2011 and into 2012 was driven by continued solid storage rental growth in the International Business segment and sustained growth in our North American Business segment. The internal revenue growth rate for service revenue is inherently more volatile than the storage rental revenue internal growth rate due to the more discretionary nature of certain complementary services we offer, such as large special projects, and the volatility of prices for recycled paper. These revenues, which 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, may be difficult to replicate in future periods. As a commodity, recycled paper prices are subject to the volatility of that market. The revenue internal growth rate for service revenues reflects the following: (1) moderate declines in activity-based service revenues related to the handling and transportation of items in storage and secure shredding, particularly in North America; (2) the expected softness in our complementary service revenues, such as fulfillment services;

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and (3) fluctuations in the price of recycled paper, which increased during the first half of fiscal year 2011 and then began a sharp decline at the end of 2011 which continued into 2012 and (4) higher fuel surcharges.

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
	2011		2012					Actual						2011			2012
Labor	$	148,950	$	154,255	$	5,305			3.6	%		6.7	%		19.6	%		20.5	%		0.9	%
Facilities		102,858		103,526		668			0.6	%		3.4	%		13.6	%		13.8	%		0.2	%
Transportation		31,959		31,660		(299	)		(0.9	)%		1.9	%		4.2	%		4.2	%		0.0	%
Product Cost of Sales and Other		23,810		23,619		(191	)		(0.8	)%		2.9	%		3.1	%		3.1	%		0.0	%
	$	307,577	$	313,060	$	5,483			1.8	%		4.8	%		40.5	%		41.6	%		1.1	%

	Six Months Ended June 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
Labor	$	297,220	$	307,060	$	9,840			3.3	%		5.4	%		19.8	%		20.5	%		0.7	%
Facilities		215,225		209,537		(5,688	)		(2.6	)%		(0.9	)%		14.3	%		14.0	%		(0.3	)%
Transportation		62,821		63,054		233			0.4	%		2.2	%		4.2	%		4.2	%		0.0	%
Product Cost of Sales and Other		48,266		48,707		441			0.9	%		3.4	%		3.2	%		3.3	%		0.1	%
	$	623,532	$	628,358	$	4,826			0.8	%		2.7	%		41.4	%		41.9	%		0.5	%

Labor

        Labor expense increased to 20.5% of consolidated revenues in the six months ended June 30, 2012 compared to 19.8% in the comparable prior year period. Labor expense for the six months ended June 30, 2012 increased by 5.4%, on a constant currency basis, compared to the six months ended June 30, 2011, primarily due to merit increases and the reclassification of certain overhead expenses to cost of sales, as well as a $3.6 million increase in labor costs associated with our recent acquisitions. For the three and six month period ended June 30, 2012, favorable currency rate changes reduced the reported growth rate of labor expenses by 3.1 and 2.1 percentage points, respectively.

Facilities

        Facilities costs decreased to 14.0% of consolidated revenues in the six months ended June 30, 2012 compared to 14.3% in the comparable prior year period. The largest component of our facilities cost is rent expense, which, in constant currency terms, decreased by $0.6 million to $102.5 million for the six months ended June 30, 2012 compared to the same period of 2011 primarily due to facility consolidations in North America in fiscal year 2011. Other facilities costs decreased by approximately $0.4 million, in constant currency terms, for the six months ended June 30, 2012 compared to the six months ended June 30, 2011. Facilities costs increased by $3.5 million, in constant currency terms, in

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the three months ended June 30, 2012 compared to the same period in 2011 primarily due to a $2.8 million increase in facilities costs within our International Business segment, consisting primarily of costs associated with our recent acquisitions. Facilities costs were favorably impacted by 2.8 and 1.7 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

Transportation

        Transportation expenses increased by $1.3 million in constant currency terms during the six months ended June 30, 2012 compared to the same period in 2011 as a result of a $1.2 million increase in fuel and vehicle repair costs. Transportation expenses were favorably impacted by 2.8 and 1.8 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

Product Cost of Sales and Other

        Product cost of sales and other, which includes cartons, media and other service, storage and supply costs, is highly correlated to complementary revenue streams. For the six months ended June 30, 2012, product cost of sales and other increased by $0.4 million as compared to the prior year on an actual basis and is correlated to higher project revenues. These costs were favorably impacted by 3.7 and 2.5 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

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
	2011		2012					Actual						2011			2012
General and Administrative	$	125,680	$	119,336	$	(6,344	)		(5.0	)%		(2.7	)%		16.6	%		15.9	%		(0.7	)%
Sales, Marketing & Account Management		66,840		58,372		(8,468	)		(12.7	)%		(10.7	)%		8.8	%		7.8	%		(1.0	)%
Information Technology		28,156		23,287		(4,869	)		(17.3	)%		(15.0	)%		3.7	%		3.1	%		(0.6	)%
Bad Debt Expense		2,713		2,520		(193	)		(7.1	)%		(5.4	)%		0.4	%		0.3	%		(0.1	)%
	$	223,389	$	203,515	$	(19,874	)		(8.9	)%		(6.7	)%		29.4	%		27.1	%		(2.3	)%

	Six Months Ended June 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
General and Administrative	$	247,874	$	246,142	$	(1,732	)		(0.7	)%		0.9	%		16.5	%		16.4	%		(0.1	)%
Sales, Marketing & Account Management		127,075		116,339		(10,736	)		(8.4	)%		(7.1	)%		8.4	%		7.8	%		(0.6	)%
Information Technology		56,347		47,449		(8,898	)		(15.8	)%		(14.3	)%		3.7	%		3.2	%		(0.5	)%
Bad Debt Expense		4,848		4,245		(603	)		(12.4	)%		(11.2	)%		0.3	%		0.3	%		0.0	%
	$	436,144	$	414,175	$	(21,969	)		(5.0	)%		(3.5	)%		29.0	%		27.6	%		(1.4	)%

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General and Administrative

        General and administrative expenses decreased to 16.4% of consolidated revenues during the six months ended June 30, 2012 compared to 16.5% in the comparable prior year period. In constant currency terms, general and administrative expenses increased by $2.2 million during the six months ended June 30, 2012 compared to the same period in 2011. The increase was primarily attributable to increased stock-based compensation expense of $6.9 million, as well as $5.3 million of additional costs related to the Conversion Plan, and a $1.5 million increase associated with our recent acquisitions, which was partially offset by a decrease in professional fees associated with our proxy contest in fiscal year 2011, as well as the reclassification of certain overhead expenses to cost of sales. In constant currency terms, general and administrative expenses decreased $3.4 million during the three months ended June 30, 2012 compared to the same period in 2011. The decrease was primarily attributable to corporate overhead efficiency initiatives, in addition to $10.5 million of costs that were incurred in the second quarter of 2011 associated with our proxy contest, partially offset by $3.3 million of additional costs related to the Conversion Plan, as well as a $3.0 million increase in stock-based compensation. General and administrative expenses were favorably impacted by 2.3 and 1.6 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

Sales, Marketing & Account Management

        Sales, marketing and account management expenses decreased to 7.8% of consolidated revenues during the six months ended June 30, 2012 compared to 8.4% in the comparable prior year period. In constant currency terms, the decrease of $8.8 million during the six months ended June 30, 2012 compared to the same period in 2011 is primarily due to a $6.7 million reduction in compensation expenses, primarily associated with a decrease in commissions expense within our North American Business segment, as well as a corresponding reduction in the associated payroll taxes. Sales, marketing and account management expenses were favorably impacted by 2.0 and 1.3 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

Information Technology

        In constant currency terms, information technology expenses decreased $7.9 million during the six months ended June 30, 2012 compared to the same period in 2011 primarily due to decreased compensation expenses of $5.7 million, as well as, decreased professional fees of $1.2 million. Information technology expenses were favorably impacted by 2.3 and 1.5 percentage points due to currency rate changes during the three and six months ended June 30, 2012, respectively.

Bad Debt Expense

        Consolidated bad debt expense for the six months ended June 30, 2012 decreased $0.6 million, or 12.4%, to $4.2 million (0.3% of consolidated revenues) compared to $4.8 million (0.3% of consolidated revenues) in the same period in 2011. We maintain an allowance for doubtful accounts that is calculated based on our past loss experience, current and prior trends in our aged receivables, current economic conditions, and specific circumstances of individual receivable balances. We continue to monitor our customers' payment activity and make adjustments based on their financial condition and in light of historical and expected trends.

Depreciation, Amortization, and (Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net

        Depreciation expense decreased $5.4 million for the six months ended June 30, 2012 compared to the six months ended June 30, 2011, consisting of $3.0 million within our North American Business and Corporate segments associated with information technology assets reaching the end of their useful life

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and $2.4 million in our International Business segment primarily related to accelerated depreciation taken in previous years due to the decision to exit certain facilities in the United Kingdom.

        Amortization expense increased $1.9 million for the six months ended June 30, 2012 compared to the six months ended June 30, 2011, primarily due to the increased amortization of customer relationship intangible assets acquired through business combinations.

        Consolidated loss on disposal/write-down of property, plant and equipment, net was $0.1 million for the six months ended June 30, 2012. Consolidated gain on disposal/write-down of property, plant and equipment, net was $0.7 million for the six months ended June 30, 2011.

OPERATING INCOME and ADJUSTED OIBDA

        As a result of the foregoing factors, (1) consolidated operating income increased $9.8 million, or 6.5%, to $158.7 million (21.1% of consolidated revenues) for the three months ended June 30, 2012 from $148.9 million (19.6% of consolidated revenues) for the three months ended June 30, 2011; (2) consolidated operating income increased $14.0 million, or 4.9%, to $300.5 million (20.1% of consolidated revenues) for the six months ended June 30, 2012 from $286.5 million (19.0% of consolidated revenues) for the six months ended June 30, 2011; (3) consolidated Adjusted OIBDA increased $8.0 million, or 3.5%, to $235.6 million (31.3% of consolidated revenues) for the three months ended June 30, 2012 from $227.6 million (30.0% of consolidated revenues) for the three months ended June 30, 2011; and (4) consolidated Adjusted OIBDA increased $11.2 million, or 2.5%, to $456.1 million (30.4% of consolidated revenues) for the six months ended June 30, 2012 from $444.9 million (29.6% of consolidated revenues) for the six months ended June 30, 2011.

OTHER EXPENSES, NET

Interest Expense, Net

        Consolidated interest expense, net increased $9.6 million to $58.2 million (7.7% of consolidated revenues) and $19.8 million to $117.0 million (7.8% of consolidated revenues) for the three and six months ended June 30, 2012, respectively, from $48.6 million (6.4% of consolidated revenues) and $97.2 million (6.5% of consolidated revenues) for the three and six months ended June 30, 2011, respectively, primarily due to the issuance of $400.0 million in aggregate principal of our 7³/4% Senior Subordinated Notes due 2019 (the "7³/4% Notes due 2019") in September 2011, as well as increased borrowings under our revolving credit facility, which was partially offset by the early retirement of $231.3 million of our 7³/4% Senior Subordinated Notes due 2015 (the "7³/4% Notes due 2015") during early 2011. Our weighted average interest rate was 6.6% and 7.1% at June 30, 2012 and June 30, 2011, respectively.

Other (Income) Expense, Net (in thousands)

	Three Months Ended June 30,									Six Months Ended June 30,
							Dollar Change									Dollar Change
	2011			2012						2011			2012
Foreign currency transaction losses (gains), net	$	1,853		$	11,761		$	9,908		$	(1,243	)	$	9,186		$	10,429
Debt extinguishment expense, net		1,843			—			(1,843	)		993			—			(993	)
Other, net		(1,075	)		(1,695	)		(620	)		(6,087	)		(2,424	)		3,663
	$	2,621		$	10,066		$	7,445		$	(6,337	)	$	6,762		$	13,099

        Net foreign currency transaction losses of $9.2 million, based on period-end exchange rates, were recorded in the six months ended June 30, 2012. Losses were primarily a result of changes in the

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exchange rate of each of the Euro and Brazilian real, as these currencies relate to our intercompany balances with and between our European and Brazilian subsidiaries, as well as additional losses associated with our British pound sterling denominated debt and forward foreign currency swap contracts. These losses were partially offset by gains resulting primarily from Euro denominated bonds issued by IMI, as well as additional gains resulting from the change in the exchange rate of the British pound sterling against the U.S. dollar compared to December 31, 2011, as it relates to our intercompany balances with and between our subsidiary in the United Kingdom.

        Net foreign currency transaction gains of $1.2 million, based on period-end exchange rates, were recorded in the six months ended June 30, 2011. Gains resulted primarily from changes in the exchange rate of each of the British pound sterling, Euro, Russian ruble and Australian dollar against the U.S. dollar compared to December 31, 2010, as these currencies relate to our intercompany balances with and between our European and Australian subsidiaries, which were partially offset by losses as a result of British pound sterling denominated debt and forward foreign currency swap contracts and Euro denominated bonds issued by IMI.

        We recorded a gain of approximately $0.9 million in the first quarter of 2011 related to the early extinguishment of $231.3 million of the 7³/4% Notes due 2015 that were redeemed. This gain consists of original issue premiums, net of deferred financing costs related to our 7³/4% Notes due 2015 that were redeemed. Additionally, we recorded a charge of $1.8 million in the second quarter of 2011 related to the early retirement of our previous revolving credit and term loan facilities, representing a write-off of deferred financing costs.

        Other, net in the six months ended June 30, 2012 consists primarily of $1.5 million of gains associated with our acquisition of equity interests that we previously held associated with our Turkish and Swiss joint ventures and $0.4 million of gains related to certain marketable securities held in a trust for the benefit of employees included in a deferred compensation plan we sponsor. Other, net in the six months ended June 30, 2011 consists primarily of a $5.9 million gain associated with the fair valuing of the 20% equity interest that we previously held associated with our Polish joint venture in connection with our acquisition of the remaining 80% interest in January 2011.

Provision for Income Taxes

        Our effective tax rates for the three and six months ended June 30, 2011 were 31.0% and 24.0%, respectively. Our effective tax rates for the three and six months ended June 30, 2012 were 54.2% and 42.0%, respectively. The primary reconciling items between the federal 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, 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 during the three and six months ended June 30, 2011 by 2.2% and 7.0%, respectively. During the three and six months ended June 30, 2012, 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 2012 effective tax rate by 10.2% and 0.9%, 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. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income from foreign jurisdictions; (2) tax law changes; (3) volatility in

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foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize foreign tax credits that we generate. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have significant business operations. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.

INCOME FROM CONTINUING OPERATIONS

        As a result of the foregoing factors, (1) consolidated income from continuing operations for the three months ended June 30, 2012 decreased $26.0 million, or 38.6%, to $41.4 million (5.5% of consolidated revenues) from income from continuing operations of $67.5 million (8.9% of consolidated revenues) for the three months ended June 30, 2011 and (2) consolidated income from continuing operations for the six months ended June 30, 2012 decreased $46.1 million, or 31.0%, to $102.5 million (6.8% of consolidated revenues) from income from continuing operations of $148.6 million (9.9% of consolidated revenues) for the six months ended June 30, 2011.

INCOME (LOSS) FROM DISCONTINUED OPERATIONS AND GAIN (LOSS) ON SALE OF DISCONTINUED OPERATIONS, NET OF TAX

        Income (loss) from discontinued operations, net of tax was $(7.8) million and $(0.6) million for the three months ended June 30, 2011 and 2012, respectively, and $(14.3) million and $(5.7) million for the six months ended June 30, 2011 and 2012, respectively.

        A gain on sale of discontinued operations in the amount of $245.7 million ($193.3 million, net of tax) was recorded during the three month period ended June 30, 2011 as a result of the Digital Sale. A loss on sale of discontinued operations in the amount of $1.9 million ($1.9 million, net of tax) was recorded during the three month period ended June 30, 2012 as a result of the sale of the Italian Business.

NONCONTROLLING INTERESTS

        For the three and six months ended June 30, 2012, net income attributable to noncontrolling interests resulted in a decrease in net income attributable to Iron Mountain Incorporated of $0.9 million and $1.5 million, respectively. Net income attributable to noncontrolling interests was $0.4 million and $1.5 million for the three and six months ended June 30, 2011, respectively. These amounts represent our noncontrolling partners' share of earnings/losses in our majority-owned international subsidiaries that are consolidated in our operating results.

Segment Analysis (in thousands)

        Our reportable operating segments are North American Business, International Business and Corporate. See Note 7 to Notes to Consolidated Financial Statements. Our North American Business segment offers information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Hard Copy"); the storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations ("Data Protection"); information destruction services ("Destruction"); the scanning, imaging and document conversion services of active and inactive records ("Hybrid Services"); the storage, assembly, and detailed reporting of customer marketing literature and delivery to sales offices, trade shows and

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prospective customers' sites based on current and prospective customer orders ("Fulfillment"); and technology escrow services that protect and manage source code. Our International Business segment offers information management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and Hybrid Services. Corporate consists of costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Corporate also includes stock-based employee compensation expense associated with all employee stock-based awards.

North American Business

	Three Months Ended June 30,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2011			2012						Actual
Segment Revenue	$	557,513		$	551,879		$	(5,634	)		(1.0	)%		(0.5	)%		(1.3	)%
Segment Adjusted OIBDA(1)	$	242,123		$	236,268		$	(5,855	)		(2.4	)%		(1.9	)%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		43.4	%		42.8	%

	Six Months Ended June 30,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2011			2012						Actual
Segment Revenue	$	1,112,811		$	1,104,189		$	(8,622	)		(0.8	)%		(0.5	)%		(0.7	)%
Segment Adjusted OIBDA(1)	$	470,098		$	462,615		$	(7,483	)		(1.6	)%		(1.3	)%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		42.2	%		41.9	%

(1)

See Note 7 to Notes to the Consolidated Financial Statements for definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes.

        During the three and six months ended June 30, 2012, revenue in our North American Business segment decreased 1.0% and 0.8% compared to the three and six months ended June 30, 2011, respectively, primarily due to negative internal growth of 1.3% and 0.7%, respectively. The negative internal growth was driven by negative complementary service revenue internal growth of 13.3% and 11.8%, respectively, in the three and six months ended June 30, 2012. The negative complementary service revenue internal growth was primarily a result of a decrease in the price of recycled paper. The negative internal growth was also driven by negative core service internal growth of 3.0% and 1.7%, respectively, in the three and six months ended June 30, 2012, which was primarily a result of lower service and activity levels. Partially offsetting the negative service growth was storage rental revenue internal growth of 2.2% related to increased new sales and lower volume outflows in both the three and six months ended June 30, 2012. Additionally, unfavorable foreign currency rate changes related to the Canadian dollar resulted in decreased reported revenues, as measured in U.S. dollars, of 0.3% for the first half of 2012. Adjusted OIBDA, as a percentage of segment revenue, decreased in the first half of 2012 compared to the first half of 2011 as a result of the decrease in recycled paper revenue.

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International Business

	Three Months Ended June 30,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2011			2012						Actual
Segment Revenue	$	201,038		$	200,286		$	(752	)		(0.4	)%		7.8	%		2.6	%
Segment Adjusted OIBDA(1)	$	39,449		$	42,325		$	2,876			7.3	%		14.8	%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		19.6	%		21.1	%

	Six Months Ended June 30,								Percentage Change
							Dollar Change					Constant Currency			Internal Growth
	2011			2012					Actual
Segment Revenue	$	391,749		$	394,474		$	2,725		0.7	%		6.2	%		3.2	%
Segment Adjusted OIBDA(1)	$	78,327		$	85,885		$	7,558		9.6	%		15.0	%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		20.0	%		21.8	%

(1)

See Note 7 to Notes to the Consolidated Financial Statements for definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes.

        Revenue in our International Business segment increased 0.7% during the six months ended June 30, 2012 over the same period last year due to internal growth of 3.2%. Foreign currency fluctuations in 2012, primarily in Europe, resulted in decreased 2012 revenue, as measured in U.S. dollars, of approximately 8.9% and 5.9% in the three and six months ended June 30, 2012, respectively, as compared to 2011. Total internal revenue growth for the segment for the three and six months ended June 30, 2012 was supported by solid 7.7% and 6.9% storage rental internal growth, respectively. Acquisitions contributed 5.9% and 3.4% of the increase in total reported international revenues in the three and six months ended June 30, 2012, respectively, primarily due to our acquisition in Poland in the first quarter of 2011 and our acquisitions in Switzerland and Brazil in the second quarter of 2012. Adjusted OIBDA as a percentage of segment revenue increased by 180 basis points in the six months ended June 30, 2012 compared to the comparable prior year period primarily due to increased operating income from productivity gains, pricing actions and disciplined cost management.

Corporate

	Three Months Ended June 30,
							Dollar Change		Percentage Change
	2011			2012
Segment Adjusted OIBDA(1)	$	(53,987	)	$	(43,003	)	$	10,984		20.3	%
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue		(7.1	)%		(5.7	)%

	Six Months Ended June 30,
							Dollar Change		Percentage Change
	2011			2012
Segment Adjusted OIBDA(1)	$	(103,541	)	$	(92,370	)	$	11,171		10.8	%
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue		(6.9	)%		(6.2	)%

(1)

See Note 7 to Notes to the Consolidated Financial Statements for definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes.

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        During the six months ended June 30, 2012, expenses in the Corporate segment as a percentage of consolidated revenue decreased 0.7% compared to the six months ended June 30, 2011 primarily due to the advisory fees associated with our proxy contest that were incurred in fiscal year 2011 of $14.2 million that did not repeat in 2012, as well as reduced information technology expenses of $6.6 million, partially offset by a $7.8 million increase in stock-based compensation expense and $5.3 million of costs incurred related to the Conversion Plan.

Liquidity and Capital Resources

        The following is a summary of our cash balances and cash flows (in thousands) as of and for the six months ended June 30,

	2011			2012
Cash flows from operating activities—continuing operations	$	241,213		$	216,855
Cash flows from investing activities—continuing operations		(185,865	)		(222,435	)
Cash flows from financing activities—continuing operations		(423,084	)		7,122
Cash and cash equivalents at the end of period		271,424			170,230

        Net cash provided by operating activities from continuing operations was $216.9 million for the six months ended June 30, 2012 compared to $241.2 million for the six months ended June 30, 2011. The 10.1% decrease resulted primarily from higher cash payments for incentive compensation and income taxes in the six months ended June 30, 2012 compared to the same period in 2011.

        Our business requires significant capital expenditures to support our expected revenue growth and ongoing operations as well as new products and services and increased profitability. These expenditures are included in the cash flows from investing activities from continuing operations. The nature of our capital expenditures has evolved over time along with the nature of our business. We make capital expenditures to support a number of different objectives. The majority of our capital goes to support business line growth and our ongoing operations, but we also expend capital to support the development and improvement of products and services and projects designed to increase our profitability. These expenditures are generally small and more discretionary in nature. Cash paid for our capital expenditures, cash paid for acquisitions (net of cash acquired) and additions to customer acquisition costs during the six months ended June 30, 2012 amounted to $107.4 million, $107.3 million and $8.1 million, respectively. For the six months ended June 30, 2012, capital expenditures, net, cash paid for acquisitions (net of cash acquired) and additions to customer acquisition costs were funded with cash flows provided by operating activities from continuing operations, cash equivalents on hand and borrowings under our revolving credit facility. Excluding potential future acquisitions, we expect our capital expenditures to be approximately $235.0 million in the year ending December 31, 2012. Included in our estimated capital expenditures for 2012 is approximately $30.0 million of real estate purchases (inclusive of data warehousing capital spend).

        Net cash provided by financing activities from continuing operations was $7.1 million for the six months ended June 30, 2012. During the six months ended June 30, 2012, we received net borrowings under our revolving credit and term loan facilities and other debt of $119.6 million and $11.0 million of proceeds from the exercise of stock options and purchases under the employee stock purchase plan. We used the proceeds from these financing transactions and cash on hand to repurchase $38.1 million of our common stock and to pay dividends in the amount of $86.0 million on our common stock.

        Our board of directors has authorized up to $1.2 billion in repurchases of our common stock. All repurchases are subject to stock price, market conditions, corporate and legal requirements and other factors. As of June 30, 2012, we had a remaining amount available for repurchase under our share repurchase program of $66.0 million, which represents approximately 1% in the aggregate of our outstanding common stock based on the closing stock price on such date.

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        The following table is a summary of our repurchase activity under all of our share repurchase programs during the first six months of 2012:

	2012
	Shares		Amount(1)
			(In thousands)
Authorizations remaining as of January 1,			$	100,701
Additional Authorizations				—
Repurchases paid		1,103,149		(34,666	)
Repurchases unsettled				—
Authorization remaining as of June 30,			$	66,035

(1)

Amount excludes commissions paid associated with share repurchases.

        In February 2010, our board of directors adopted a dividend policy under which we have paid and in the future intend to pay quarterly cash dividends on our common stock. Declaration and payment of future quarterly dividends is at the discretion of our board of directors. In June 2012, we announced an 8% increase to our next six regular quarterly dividend payments, accelerating distributions to stockholders over that period with total cash dividends of approximately $280.0 million, based on our currently outstanding shares of common stock. We may pay certain distributions after becoming a REIT in the form of cash and common stock. In fiscal year 2011 and in the first six months of 2012, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 11, 2011	$	0.1875	March 25, 2011	$	37,601	April 15, 2011
June 10, 2011		0.2500	June 24, 2011		50,694	July 15, 2011
September 8, 2011		0.2500	September 23, 2011		46,877	October 14, 2011
December 1, 2011		0.2500	December 23, 2011		43,180	January 13, 2012
March 8, 2012		0.2500	March 23, 2012		42,791	April 13, 2012
June 5, 2012		0.2700	June 22, 2012		46,336	July 13, 2012

        In April 2011, we announced a three-year strategic plan that included stockholder payouts through a combination of share buybacks, ongoing quarterly dividends and potential one-time dividends of approximately $2.2 billion through 2013, with approximately $1.2 billion to be paid out by May 2012. We fulfilled our commitment to returning $1.2 billion of capital to stockholders by May 2012. The REIT Conversion Plan, however, includes several modifications to our commitment to stockholder payouts that was initiated in April 2011. In accordance with tax rules applicable to REIT conversions, we anticipate making distributions to stockholders of our accumulated earnings and profits of approximately $1.0 billion to $1.5 billion (collectively, the "E&P Distribution"), which we expect to pay in a combination of common stock and cash dividends, with up to 80% of the E&P Distribution in the form of common stock and at least 20% in cash. We expect we will distribute a significant portion of the E&P Distribution in the fourth quarter of 2012, in advance of potential tax law changes impacting dividends. The balance will be paid out over several years beginning in 2013 based, in part, on IRS rules and the timing of the conversions of additional international operations into the REIT structure. With regard to our levels of indebtedness, we plan to operate within our target leverage ratio range of 3x - 4x EBITDA (as defined in our revolving credit facility).

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        There are significant tax and other costs associated with implementing the Conversion Plan, and certain tax liabilities may be incurred regardless of the whether we ultimately succeed in converting to a REIT. In addition, we must undertake major modifications to our internal systems, including accounting, information technology and real estate, in order to convert to a REIT. We currently estimate that we will incur approximately $325.0 million to $425.0 million in costs to support the Conversion Plan, including related tax liabilities associated with a change in our method of depreciating and amortizing various assets, including our racking, from its current method to methods that are consistent with the characterization of such assets as real property. The total recapture of depreciation and amortization expenses across all relevant assets is expected to result in U.S. federal and state income tax liabilities of approximately $225.0 million to $275.0 million, to be paid out over up to five years beginning in 2012, a significant portion of which may be paid in 2012. These liabilities were already reflected as long-term deferred income taxes on our consolidated balance sheet. As such, there will be no income statement impact associated with the payment of these tax liabilities. However, we have reclassified $44.0 million of long-term deferred income tax liabilities against current deferred income taxes and prepaid and other assets included within current assets and accrued expenses included within current liabilities of our consolidated balance sheet as of June 30, 2012. Additionally, we currently estimate the incremental operating and capital expenditures associated with the Conversion Plan over the next five-year period to be approximately $100.0 million to $150.0 million. Of these amounts, approximately $20.0 million to $30.0 million is expected to be incurred in 2012, inclusive of approximately $10.0 million of capital expenditures.

        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 June 30, 2012 relate to cash and cash equivalents and restricted cash held on deposit with five global banks and two "Triple A" rated money market funds, which we consider to be large, highly-rated investment-grade institutions. As per our risk management investment policy, we limit exposure to concentration of credit risk by limiting the amount invested in any one mutual fund or financial institution to a maximum of $75.0 million. As of June 30, 2012, our cash and cash equivalents and restricted cash balance was $206.8 million, including money market funds and time deposits amounting to $170.4 million. A substantial portion of the money market funds is invested in U.S. Treasuries.

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        We are highly leveraged and expect to continue to be highly leveraged for the foreseeable future. Our consolidated debt as of June 30, 2012 was comprised of the following (in thousands):

Revolving Credit Facility(1)	$	268,000
Term Loan Facility(1)		475,000
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)		235,575
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)		318,271
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(3)		172,148
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)		200,000
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)		49,820
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)		321,276
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes due 2019")(2)		400,000
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)		300,000
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)		548,432
Real Estate Mortgages, Capital Leases and Other		204,472
Total Long-term Debt		3,492,994
Less Current Portion		(62,837	)
Long-term Debt, Net of Current Portion	$	3,430,157

(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 subsidiaries owed to us or to one of our U.S. subsidiary guarantors or Iron Mountain Canada Corporation ("Canada Company") and all promissory notes held by us or one of our U.S. subsidiary guarantors or Canada Company.

(2)

Collectively, the "Parent Notes." 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. Canada Company and the remainder of our subsidiaries do not guarantee the Parent Notes.

(3)

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.

        On June 27, 2011, we entered into a credit agreement that consists of (1) revolving credit facilities under which we can borrow, subject to certain limitations as defined in the credit agreement, up to an aggregate amount of $725.0 million (including Canadian dollars, British pounds sterling and Euros, among other currencies) (the "Revolving Credit Facility") and (2) a $500.0 million term loan facility (the "Term Loan Facility", and collectively with the Revolving Credit Facility, the "Credit Agreement"). We have the right to increase the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $1.8 billion. The Revolving Credit Facility is supported by a group of 19 banks. IMI, Iron Mountain Information Management, Inc. ("IMIM"), Canada Company, Iron Mountain Europe (Group) Limited ("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 Credit Agreement, borrow under certain of the following tranches of the Revolving Credit Facility: (1) tranche one in the amount of $400.0 million is available to IMI and IMIM in U.S. dollars, British pounds sterling and Euros,

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(2) tranche two in the amount of $150.0 million is available to IMI or IMIM in either U.S. dollars or Canadian dollars and available to Canada Company in Canadian dollars and (3) tranche three in the amount of $175.0 million 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 Revolving Credit Facility terminates on June 27, 2016, at which point all revolving credit loans under such facility become due. With respect to the 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 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 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 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 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. There are also fees associated with any outstanding letters of credit. As of June 30, 2012, we had $268.0 million of outstanding borrowings under the Revolving Credit Facility, all of which was denominated in U.S. dollars; we also had various outstanding letters of credit totaling $2.3 million. The remaining availability under the Revolving Credit Facility on June 30, 2012, 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, was $454.7 million. The interest rate in effect under the Revolving Credit Facility and Term Loan Facility was 2.0% and 2.3%, respectively, as of June 30, 2012.

        The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement, 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 3.4 and 3.5 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.1 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 6.5. IMI's revolving credit and term loan fixed charge coverage ratio was 1.5 and 1.4 as of December 31, 2011 and June 30, 2012, respectively, compared to a minimum allowable ratio of 1.2. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

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        Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.

        In April 2012, we acquired the stock of Grupo Store, a records management and data protection business in Brazil with locations in Sao Paulo, Rio de Janeiro, Porto Alegre and Recife, for a purchase price of approximately $79.0 million ($76.0 million, net of cash acquired) in order to enhance our existing operations in Brazil. Included in the purchase price is approximately $8.0 million being held in escrow to secure a working capital adjustment and the indemnification obligations of the former owners of the business ("Sellers") to IMI. The amounts held in escrow for purposes of the working capital adjustment will be distributed either to IMI or the Sellers based on the final agreed upon working capital amount. Unless paid to us in accordance with the terms of the agreement, all amounts remaining in escrow after the final working capital adjustment and any indemnification payments are paid out will be released to the Sellers in four annual installments, commencing on the two-year anniversary of the closing date.

        In May 2012, we acquired a controlling interest of our joint venture in Switzerland (Sispace AG) in a stock transaction for a cash purchase price of approximately $21.6 million, which provides storage rental and records management services.

        We expect to meet our cash flow requirements for the next twelve months from cash generated from operations, existing cash, cash equivalents, borrowings under the Credit Agreement, other financings, which may include senior subordinated notes, secured credit facilities, securitizations and mortgage or capital lease financings, and the issuance of equity. We expect to meet our long-term cash flow requirements using the same means described above. If we convert to a REIT, we expect our long-term capital allocation strategy will naturally shift toward increased use of equity to support lower leverage, though our leverage may increase in the short-term to fund the costs to support the Conversion Plan.

Net Operating Losses and Foreign Tax Credit Carryforwards

        We have federal net operating loss carryforwards, which begin to expire in 2020 through 2025, of $25.9 million ($9.0 million, tax effected) at June 30, 2012 to reduce future federal taxable income. We have an asset for state net operating losses of $7.9 million (net of federal tax benefit), which begins to expire in 2012 through 2025, subject to a valuation allowance of approximately 99%. We have assets for foreign net operating losses of $40.3 million, with various expiration dates, subject to a valuation allowance of approximately 72%. We also have foreign tax credits of $56.1 million, which begin to expire in 2014 through 2019, subject to a valuation allowance of approximately 65%.

Inflation

        Certain of our expenses, such as wages and benefits, insurance, occupancy costs and equipment repair and replacement, are subject to normal inflationary pressures. Although to date we have been able to offset inflationary cost increases through increased operating efficiencies and the negotiation of favorable long-term real estate leases, we can give no assurance that we will be able to offset any future inflationary cost increases through similar efficiencies, leases or increased storage or service charges.

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Item 4.    Controls and Procedures

Disclosure Controls and Procedures

        The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, summarized and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As of June 30, 2012 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. As disclosed in our Annual Report on Form 10-K filed on February 28, 2012, we determined that we had a material weakness in our internal control over financial reporting as of December 31, 2011, because we failed to maintain effective controls over the identification and monitoring of price reduction clauses in certain U.S. government customer contracts. As discussed below, our management is in the process of actively addressing and remediating this material weakness. Our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective as a result of our unremediated material weakness. To address this control weakness, we performed additional analysis and performed other procedures in order to prepare the unaudited consolidated financial statements in accordance with GAAP. Accordingly, management believes that the condensed consolidated financial statements included herein fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented, in conformity with GAAP.

Changes in Internal Control over Financial Reporting

        Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

        During the three months ended June 30, 2012, we have continued to undertake actions to remediate the material weakness in our internal control over financial reporting identified at the end of 2011. These actions include appropriate and reasonable steps to make necessary improvements to our internal control over financial reporting including:

•

Hiring a government contract compliance specialist;

•

Developing and implementing a process to appropriately identify government contracts with price reduction clauses; and

•

Developing and implementing procedures to track and monitor benchmark pricing and calculating any related price reductions under these contracts.

        We continue our remediation efforts and we expect these efforts, which include design, implementation and testing, to continue throughout fiscal year 2012. We believe that the remediation measures described above will strengthen our internal control over financial reporting and remediate the material weakness we have identified. We plan to continue making assessments of and implementing such other actions that are determined to be necessary or advisable in further remediation of this area of our internal control over financial reporting.

        Except as otherwise discussed above, there have not been any changes in our internal control over financial reporting during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1A.    Risk Factors

        Our businesses face many risks. You should carefully consider the risks and uncertainties described below and under "Forward Looking Statements" in this Quarterly Report on Form 10-Q, as well as in Part I—Item 1A under the heading "Risk Factors" and the information contained under the heading "Cautionary Note Regarding Forward-Looking Statements" in our Annual Report on Form 10-K filed on February 28, 2012, and the other information included or incorporated by reference in this Quarterly Report on Form 10-Q and in other documents that we file with the SEC from time to time before making an investment decision regarding our securities. If any of these risks actually occurs, our businesses, financial condition or results of operations could suffer and the trading price of our debt or equity securities could decline.

        The information presented below updates and should be read in connection with the risk factors and information disclosed in the Annual Report on Form 10-K filed on February 28, 2012.

Risks Related to the Proposed REIT Conversion

Although following our strategic review process we have chosen to pursue conversion to a REIT, we may not be successful in converting to a REIT effective January 1, 2014, or at all.

        As previously announced, in June 2011 we formed the Special Committee to, among other things, evaluate ways to maximize stockholder value through alternative financing, capital, and tax strategies, including evaluating a potential conversion to a REIT. In June 2012, our board of directors unanimously approved the Conversion Plan. There are significant implementation and operational complexities to address before we can convert to a REIT, including obtaining a favorable PLR from the IRS, completing internal reorganizations, modifying accounting, information technology and real estate systems, receiving stockholder approvals and making required stockholder payouts. Further, changes in legislation or the federal tax rules could adversely impact our ability to convert to a REIT.

        Additionally, several conditions must be met in order to complete the conversion to a REIT, and the timing and outcome of many of these conditions are beyond our control. For example, we cannot provide assurance that the IRS will ultimately provide us with a favorable PLR or that any favorable PLR will be received in a timely manner for us to convert successfully to a REIT as of January 1, 2014. Even if the transactions necessary to implement REIT conversion are effected, our board of directors may decide not to elect REIT status, or to delay such election, if it determines in its sole discretion that it is not in the best interests of us or our stockholders. We can provide no assurance if or when conversion to a REIT will be successful. Furthermore, the effective date of the REIT conversion could be delayed beyond January 1, 2014, in which event we could not elect REIT status until the taxable year beginning January 1, 2015, at the earliest.

We may not realize the anticipated benefits to stockholders, including the achievement of significant tax savings for us, increases in income distributable to stockholders, the potential to lower our cost of financing through increased ownership of currently leased real estate and the expansion of our stockholder base.

        Even if we convert to a REIT and elect REIT status, we cannot provide assurance that our stockholders will experience benefits attributable to our qualification and taxation as a REIT, including our ability to (1) reduce our corporate level federal tax through distributions to stockholders, (2) lower our cost of financing or (3) expand our stockholder base. The realization of the anticipated benefits to stockholders will depend on numerous factors, many of which are outside our control, including interest rates. In addition, future distributions to stockholders will depend on our cash flows, as well as the impact of alternative, more attractive investments as compared to dividends. Further, changes in legislation or the federal tax rules could adversely impact the benefits of being a REIT.

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We may not qualify or remain qualified as a REIT.

        Although, if we convert to a REIT, we plan to operate in a manner consistent with REIT qualification rules, we cannot provide assurance that we will, in fact, qualify as a REIT or remain so qualified. REIT qualification involves the application of highly technical and complex provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), to our operations as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of these provisions.

Complying with REIT qualification requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.

        To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. For example, under the Code, no more than 25% of the value of the assets of a REIT may be represented by securities of one or more TRS and other nonqualifying assets. This limitation may affect our ability to make large investments in other non-REIT qualifying operations or assets. As such, compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.

There are uncertainties relating to our estimate of our E&P Distribution, as well as the timing of such E&P Distribution and the percentage of common stock and cash we may distribute.

        We have provided an estimated range of the E&P Distribution. We are in the process of conducting a study of our pre-REIT accumulated earnings and profits as of the close of our 2010 taxable year using our historic tax returns and other available information. This is a very involved and complex study, which is not yet complete, and the actual result of the study relating to our pre-REIT accumulated earnings and profits as of the close of our 2010 taxable year may be materially different from our current estimates. In addition, the estimated range of our E&P Distribution is based on our projected taxable income for our 2011, 2012 and 2013 taxable years and our current business plans and performance, but our actual earnings and profits (and the actual E&P Distribution) will vary depending on, among other items, the timing of certain transactions, our actual taxable income and performance for 2012 and 2013 and possible changes in legislation or tax rules and IRS revenue procedures relating to distributions of earnings and profits. For these reasons and others, our actual E&P Distribution may be materially different from our estimated range.

        We anticipate distributing a significant portion of the E&P Distribution in the fourth quarter of 2012, with the balance being distributed over several years beginning in 2013, but the timing of the planned E&P Distribution, which may or may not occur, may be affected by potential tax law changes, including an extension of the current tax regime on the taxation of dividends, the completion of various phases of the REIT conversion process and other factors beyond our control.

        We also anticipate paying up to 80% of the E&P Distribution in the form of common stock. We may in fact decide, based on our cash flows and strategic plans, IRS revenue procedures relating to distributions of earnings and profits, leverage and other factors, to pay some or all of the E&P Distribution entirely in cash or a different mix of cash and common stock.

We may be required to borrow funds or raise equity to satisfy our E&P Distribution and other conversion costs.

        Depending on the ultimate size and timing of the stockholder distributions and the cash outlays associated with our conversion to a REIT, we may raise debt and/or issue equity in the near-term to fund these disbursements, even if the then-prevailing market conditions are not favorable for these

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borrowings or offerings. Whether we issue equity, at what price and amount and other terms of any such issuances will depend on many factors, including alternative sources of capital, our then existing leverage, our need for additional capital, market conditions and other factors beyond our control. If we raise additional funds through the issuance of equity securities or debt convertible into equity securities, the percentage of stock ownership by our existing stockholders may be reduced. In addition, new equity securities or convertible debt securities could have rights, preferences, and privileges senior to those of our current stockholders, which could substantially decrease the value of our securities owned by them. Depending on the share price we are able to obtain, we may have to sell a significant number of shares in order to raise the capital we deem necessary to execute our long-term strategy, and our stockholders may experience dilution in the value of their shares as a result.

There are uncertainties relating to the costs associated with implementing the Conversion Plan.

        We have provided an estimated range of our tax and other costs to convert to a REIT, including estimated tax liabilities associated with a change in our method of depreciating and amortizing various assets and annual compliance costs. Our estimate of these taxes and other costs, however, may not be accurate, and such costs may in actuality be materially different from our estimates due to unanticipated outcomes in the PLR, changes in our business support functions and support costs, the unsuccessful execution of internal planning, including restructurings and cost reduction initiatives, or other factors.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

        We did not sell any unregistered securities during the three months ended June 30, 2012, nor did we repurchase any shares of our common stock during the three months ended June 30, 2012. As of June 30, 2012, we had approximately $66.0 million available for future repurchase under our authorized stock repurchase program.

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Item 6.    Exhibits

(a)   Exhibits

        Certain exhibits indicated below are incorporated by reference to documents we have filed with the Commission. Each exhibit marked by a pound sign (#) is a management contract or compensatory plan.

Exhibit No.		Description
	10.1	Form of Restricted Stock Unit Agreement pursuant to the Iron Mountain Incorporated 2002 Stock Incentive Plan. (#) (Filed herewith.)
	10.2	Third Amendment to the Iron Mountain Incorporated Executive Deferred Compensation Plan. (#) (Filed herewith.)
	12	Statement re: Computation of Ratios. (Filed herewith.)
	31.1	Rule 13a-14(a) Certification of Chief Executive Officer. (Filed herewith.)
	31.2	Rule 13a-14(a) Certification of Chief Financial Officer. (Filed herewith.)
	32.1	Section 1350 Certification of Chief Executive Officer. (Filed herewith.)
	32.2	Section 1350 Certification of Chief Financial Officer. (Filed herewith.)
	101.1	The following materials from Iron Mountain Incorporated's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. (Filed herewith.)

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IRON MOUNTAIN INCORPORATED
August 1, 2012	By:	/s/ BRIAN P. MCKEON
(DATE)		Brian P. McKeon Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

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Exhibit 10.1

IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2002 Stock Incentive Plan
Restricted Stock Unit Agreement

        This Restricted Stock Unit Agreement and the associated grant award information (the "Customizing Information"), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the Iron Mountain Incorporated 2002 Stock Incentive Plan, as amended and in effect from time to time (the "Plan"), is made as of the date shown as the "Grant Date" in the Customizing Information (the "Grant Date") by and between Iron Mountain Incorporated, a Delaware corporation (the "Company"), and the individual identified in the Customizing Information (the "Recipient"). This instrument and the Customizing Information is collectively referred to as the "Restricted Stock Unit Agreement."

WITNESSETH THAT:

        WHEREAS, the Company has instituted the Plan; and

        WHEREAS, the Compensation Committee (the "Committee") has authorized the grant of restricted stock units ("RSUs") with respect to the Company's Common Stock ("Stock") upon the terms and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein;

        NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Recipient agree as follows.

        1.    Grant.    Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the Company hereby grants to the Recipient that number of restricted stock units ("RSUs") equal to the corresponding number of shares of the Company's Stock (the "Underlying Shares") shown in the Customizing Information under "Restricted Stock Units Granted."

        2.    Vesting.    If the Recipient remains in an employment, contractual or other service relationship with the Company ("Relationship") as of a "Vesting Date," as specified in the Customizing Information, and the Recipient as of such date is not in violation of any confidentiality, inventions and/or non-competition agreement with the Company, all or a portion, as applicable (the "Incremental Amount," as specified in the Customizing Information), of the RSUs shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan, if the Recipient's Relationship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall vest under any circumstances on and after the date of such termination.

        For purposes of this Section 2, the term "Company" refers to the Company and all Subsidiaries.

        3.    Dividends.    A Recipient shall be credited with dividend equivalents equal to the dividends the Recipient would have received if the Recipient had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date and through the date the Recipient receives a settlement pursuant to Section 4 below (the "Dividend Equivalent"). If a dividend on the Stock is payable wholly or partially in Stock, the Dividend Equivalent representing that portion shall be in the form of additional RSUs, credited on a one-for-one basis. If a dividend on the Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall also be in the form of cash and a Recipient shall be treated as being credited with any cash dividends, without earnings, until settlement pursuant to Section 4 below. If a dividend on Stock is payable wholly or partially in other than cash or Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the RSUs originally awarded pursuant to this Restricted Stock Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they had

been granted at the same time as the original RSU award. Dividend Equivalents representing the cash portion of a dividend on Stock shall be settled in cash.

        4.    Delivery of Underlying Shares or Cash Settlement.    With respect to any RSUs that become vested RSUs as of a Vesting Date pursuant to Section 2, the Company shall issue and deliver to the Recipient as soon as practicable following the applicable Vesting Date (a) the number of Underlying Shares equal to the number of RSUs vesting on that date or an amount of cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of that date (or such later delivery date, if applicable) and (b) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying Shares. Whether Underlying Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based on the "Form of Settlement" specified in the Customizing Information.

        Any shares issued pursuant to this Restricted Stock Unit Agreement shall be issued, without issue or transfer tax, by delivering a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. Notwithstanding the prior sentence, delivery of Underlying Shares shall be made, or the amount of cash equivalent thereto shall be paid, only if the required purchase price designated as the "Purchase Price" shown in the Customizing Information per underlying RSU is paid to the Company. Such payment may be made either (i) by means of payment acceptable to the Company in accordance with the terms of the Plan or (ii) by a reduction in the number of shares of Stock, valued at its Fair Market Value, issued hereunder or by a reduction in the amount of cash paid equal in each case to the aggregate Purchase Price due. If the Recipient fails to pay for or accept delivery of all of the shares, the right to shares of Stock provided pursuant to this RSU may be terminated by the Company.

        5.    Withholding Taxes.    The Recipient hereby agrees, as a condition of the award of RSUs, to provide to the Company an amount sufficient to satisfy the Company's obligation to withhold federal, state, local and other taxes arising by reason of the issuance, vesting or settlement of RSUs and Dividend Equivalents (the "Withholding Amount"), if any, by (a) authorizing the Company and/or any Subsidiary to withhold the Withholding Amount from the Recipient's cash compensation or (b) remitting the Withholding Amount to the Company in cash; provided, however, that to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Underlying Shares and Dividend Equivalents that would otherwise be delivered that number of shares (and/or cash) having a Fair Market Value on the date of vesting sufficient to eliminate any deficiency in the Withholding Amount; and provided, further, that the Fair Market Value of Stock withheld shall not exceed an amount in excess of the minimum required withholding.

        6.    Non-assignability of RSUs and Dividend Equivalents.    RSUs and Dividend Equivalents shall not be assignable or transferable by the Recipient except by will or by the laws of descent and distribution or as permitted by the Committee in its discretion pursuant to the terms of the Plan. During the life of the Recipient, delivery of shares of Stock or payment of cash as settlement of RSUs and Dividend Equivalents shall be made only to the Recipient, to a conservator or guardian duly appointed for the Recipient by reason of the Recipient's incapacity or to the person appointed by the Recipient in a durable power of attorney acceptable to the Company's counsel.

        7.    Compliance with Securities Act; Lock-Up Agreement.    The Company shall not be obligated to sell or issue any Underlying Shares or other securities in settlement of RSUs and Dividend Equivalents hereunder unless the shares of Stock or other securities are at that time effectively registered or exempt from registration under the Securities Act and applicable state securities laws. In the event shares or other securities shall be delivered that shall not be so registered, the Recipient hereby

2

represents, warrants and agrees that the Recipient will receive such shares or other securities for investment and not with a view to their resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Recipient further hereby agrees that as a condition to the settlement of RSUs and Dividend Equivalents, the Recipient will execute an agreement in a form acceptable to the Company to the effect that the shares shall be subject to any underwriter's lock-up agreement in connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers and employees of the Company, and such agreement or a successor agreement must be in full force and effect.

        8.    Legends.    The Recipient hereby acknowledges that the stock certificate or certificates evidencing shares of Stock or other securities issued pursuant to any settlement of an RSU or Dividend Equivalent hereunder may bear a legend setting forth the restrictions on their transferability described in Section 7 hereof, if such restrictions are then in effect.

        9.    Rights as Stockholder.    The Recipient shall have no rights as a stockholder with respect to any RSUs, Dividend Equivalents or Underlying Shares until the date of issuance of a stock certificate for Underlying Shares and any Dividend Equivalents. Except as provided by Section 3, no adjustment shall be made for any rights for which the record date is prior to the date such stock certificate is issued, except to the extent the Committee so provides, pursuant to the terms of the Plan and upon such terms and conditions it may establish.

        10.    Termination or Amendment of Plan.    The Board may terminate or amend the Plan at any time. No such termination or amendment will affect rights and obligations under this Restricted Stock Unit Agreement, to the extent it is then in effect.

        11.    Effect Upon Employment and Performance of Services.    Nothing in this Restricted Stock Unit Agreement or the Plan shall be construed to impose any obligation upon the Company or any Subsidiary to employ or utilize the services of the Recipient or to retain the Recipient in its employ or to engage or retain the services of the Recipient.

        12.    Time for Acceptance.    Unless the Recipient shall evidence acceptance of this Restricted Stock Unit Agreement by electronic or other means prescribed by the Committee within thirty (30) days after its delivery, the RSUs and Dividend Equivalents shall be null and void (unless waived by the Committee).

        13.    Right of Repayment.    In the event that the Recipient accepts employment with or provides services for a competitor of the Company within two (2) years after any settlement of RSUs and Dividend Equivalents hereunder, the Recipient shall pay to the Company an amount equal to the excess of the Fair Market Value of the Underlying Shares as of the date of settlement (whether settled in cash or Stock) over the Purchase Price, if any, paid (or deemed paid) together with the value of any Dividend Equivalents; provided, however, that the Committee in its discretion may release the Recipient from the requirement to make such payment, if the Committee determines that the Recipient's acceptance of such employment or performance of such services is not inimical to the best interests of the Company. The Company may deduct the amount of payment due under the preceding sentence from any compensation or other amount payable by the Company to the Recipient. For purposes of this Section 13, the term "Company" refers to the Company and all Subsidiaries.

        14.    Section 409A of the Internal Revenue Code.    The RSUs and Dividend Equivalents granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient of Section 409A of the Code, as defined in the Plan, and the Committee may make such modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences.

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        15.    General Provisions.

        (a)    Amendment; Waivers.    This Restricted Stock Unit Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of the Plan and this Restricted Stock Unit Agreement, it may not be modified or amended nor may any provision hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not materially diminish the rights of the Recipient hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Recipient. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. The Recipient shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.

        (b)    Binding Effect.    This Restricted Stock Unit Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.

        (c)    Fractional RSUs, Underlying Shares and Dividend Equivalents.    All fractional Underlying Shares and Dividend Equivalents settled in Stock resulting from the application of the Vesting Schedule or the adjustment provisions contained in the Plan shall be rounded down to the nearest whole share. If cash in lieu of Underlying Shares is delivered at settlement, or Dividend Equivalents are settled in cash, the amount paid shall be rounded down to the nearest penny.

        (d)    Governing Law.    This Restricted Stock Unit Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the principles of conflicts of law.

        (e)    Construction.    This Restricted Stock Unit Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Restricted Stock Unit Agreement, the Plan shall control. The titles of the sections of this Restricted Stock Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them in the Plan.

        (f)    Data Privacy.    By entering into this Restricted Stock Unit Agreement and except as otherwise provided in any data transfer agreement entered into by the Company, the Recipient: (i) authorizes the Company, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company such information and data as the Company shall request in order to facilitate the administration of the Plan; (ii) waives any data privacy rights the Recipient may have with respect to such information; and (iii) authorizes the Company to store and transmit such information in electronic form. For purposes of this Section 15(f), the term "Company" refers to the Company and each of its Subsidiaries.

        (g)    Notices.    Any notice in connection with this Restricted Stock Unit Agreement shall be deemed to have been properly delivered if it is delivered in the form specified by the Committee as follows:

To the Recipient:	Last address provided to the Company
To the Company:	Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111 Attn: Chief Financial Officer

        (h)    Version Number.    This document is Version 3 of the Iron Mountain Incorporated 2002 Stock Incentive Plan Stock Restricted Stock Unit Agreement.

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Exhibit 10.1

IRON MOUNTAIN INCORPORATED Iron Mountain Incorporated 2002 Stock Incentive Plan Restricted Stock Unit Agreement

EX-10.2

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Exhibit 10.2

IRON MOUNTAIN INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN

THIRD AMENDMENT TO 2008 RESTATEMENT

        Iron Mountain Incorporated (the "Company") hereby amends the Iron Mountain Incorporated Executive Deferred Compensation Plan, as most recently amended and restated as of January 1, 2008 and as previously amended (the "Plan"), effective immediately.

* * * * *

        1.     Section 4.1 of the Plan, as previously amended, shall be further amended by replacing it in its entirety as follows:

        4.1    Eligibility to Participate.    Each management and highly compensated employee of the Company or a Subsidiary shall be eligible to participate in the Plan as of the date, if any, that the EVP, Human Resources & Administration determines that such individual shall be offered participation in the Plan and the employee (a) holds the position of Vice President or higher with the Company or a Subsidiary and (b) has, as of the beginning of the year to which the deferral relates (or the date of hire in the case of a new employee), a base salary at least equal to the amount in effect under Section 416(i)(1)(A)(i) of the Code for the year ($165,000 with respect to deferrals for 2012, for example).

* * * * *

        2.     Section 6.1 of the Plan shall be amended by adding the following new Section 6.1(e) at the end thereof:

        (e)(1)  A Participant who has attained age fifty-five and has completed ten Years of Credited Service (as determined pursuant to and for purposes of The Iron Mountain Companies 401(k) Plan) may make a redeferral election consistent with the provisions of this Section 6.1(e). Any such election will be given effect only if received by the Committee more than twelve months before the commencement date for payment pursuant to the original election and the election otherwise satisfies the requirements of Treas. Reg. § 1.409A-2(b).

        (2)   A Participant described in Section 6.1(e)(1) may alter an existing election in order to elect any of the following commencement dates for the payment of a particular Plan Year's Deferred Compensation and earnings thereon:

        (A)  If the existing commencement date is the second calendar month following the date of the Participant's Retirement, Disability or other Termination of Employment, the Participant may specify a fixed date for payment (or the commencement of payment), but any payment shall not be earlier than five years after a Participant's actual Retirement or other Termination of Employment;

        (B)  In all other cases, the Participant may elect to commence payment as of:

          (i)  A fixed date but not earlier than five years after the existing fixed date;

         (ii)  The second calendar month following the fifth or later (as specified by the Participant) anniversary of the Participant's Retirement or Termination of Employment;

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        (iii)  The later of Section 6.1(e)(2)(B)(i) or the Participant's Retirement or Termination of Employment; or

        (iv)  The later of Section 6.1(e)(2)(B)(ii) or the existing fixed date.

        (3)   Provided an election is made pursuant to Section 6.1(e)(2), a Participant may also elect any of the following forms of payment with respect to the Plan Year's Deferred Compensation and earnings thereon:

        (A)  A single lump sum in cash;

        (B)  Substantially equal annual cash installments over a period of five years; or

        (C)  Substantially equal annual cash installments over a period of ten years.

* * * * *

        3.     Except as hereinabove specifically amended, all provisions of the Plan, as previously amended, shall continue in full force and effect; provided, however, that the Company hereby reserves the power from time to time to further amend the Plan.

* * * * *

        IN WITNESS WHEREOF, the Company has caused this Third Amendment to 2008 Restatement to be executed in its name and on its behalf this 26th of June, 2012.

IRON MOUNTAIN INCORPORATED
By:	/s/ ANNE DRAPEAU

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Exhibit 10.2

IRON MOUNTAIN INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN
THIRD AMENDMENT TO 2008 RESTATEMENT

EX-12

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Exhibit 12

IRON MOUNTAIN INCORPORATED

STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in thousands)

	Year Ended December 31,										Six Months Ended June 30,
	2007		2008		2009		2010		2011		2011		2012
Earnings:
Income from Continuing Operations before Provision for Income Taxes	$	243,161	$	240,766	$	345,279	$	334,222	$	352,900	$	195,652	$	176,738
Add: Fixed Charges		292,435		309,991		292,860		284,052		286,241		137,824		157,246
	$	535,596	$	550,757	$	638,139	$	618,274	$	639,141	$	333,476	$	333,984
Fixed Charges:
Interest Expense, Net	$	214,147	$	219,989	$	212,545	$	204,559	$	205,256	$	97,222	$	117,000
Interest Portion of Rent Expense		78,288		90,002		80,315		79,493		80,985		40,602		40,246
	$	292,435	$	309,991	$	292,860	$	284,052	$	286,241	$	137,824	$	157,246
Ratio of Earnings to Fixed Charges		1.8x		1.8x		2.2x		2.2x		2.2x		2.4x		2.1x

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Exhibit 12

IRON MOUNTAIN INCORPORATED
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)

EX-31.1

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EXHIBIT 31.1

CERTIFICATIONS

I, C. Richard Reese, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2012

/s/ C. RICHARD REESE
C. Richard Reese
Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATIONS

EX-31.2

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EXHIBIT 31.2

CERTIFICATIONS

I, Brian P. McKeon, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2012

/s/ BRIAN P. MCKEON
Brian P. McKeon
Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATIONS

EX-32.1

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

        1.     the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

        2.     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2012

/s/ C. RICHARD REESE
C. Richard Reese
Chief Executive Officer

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-32.2

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

        1.     the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

        2.     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2012

/s/ BRIAN P. MCKEON
Brian P. McKeon
Chief Financial Officer

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Derivative Instruments and Hedging Activities (Details 2) (Derivatives Not Designated as Hedging Instruments, USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair value of derivative instruments
Asset Derivatives	$ 2,609	$ 2,803
Liability Derivatives	731	435
Foreign exchange contracts | Prepaid expenses and other
Fair value of derivative instruments
Asset Derivatives	2,609	2,803
Foreign exchange contracts | Accrued expenses
Fair value of derivative instruments
Liability Derivatives	$ 731	$ 435

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Segment Reporting Information
Total Revenues	$ 752,165	$ 758,551	$ 1,498,663	$ 1,504,560
Depreciation and Amortization	77,510	78,868	155,518	159,031
Depreciation	69,606	71,820	139,755	145,158
Amortization	7,904	7,048	15,763	13,873
Adjusted OIBDA	235,590	227,585	456,130	444,884
Total Assets	6,087,212	6,417,359	6,087,212	6,417,359	6,041,258
Expenditures for Segment Assets	155,053	95,627	222,795	185,433
Capital Expenditures	51,445	46,976	107,361	99,184
Cash Paid for Acquisitions, Net of Cash Acquired	98,472	40,467	107,290	75,172
Additions to Customer Relationship and Acquisition Costs	5,136	8,184	8,144	11,077
North American Business
Segment Reporting Information
Total Revenues	551,879	557,513	1,104,189	1,112,811
Depreciation and Amortization	45,272	45,629	89,787	91,045
Depreciation	42,134	42,577	83,531	85,030
Amortization	3,138	3,052	6,256	6,015
Adjusted OIBDA	236,268	242,123	462,615	470,098
Total Assets	4,188,837	4,377,454	4,188,837	4,377,454
Expenditures for Segment Assets	29,932	32,813	69,268	68,863
Capital Expenditures	25,763	25,662	53,696	54,447
Cash Paid for Acquisitions, Net of Cash Acquired	225	407	9,043	5,436
Additions to Customer Relationship and Acquisition Costs	3,944	6,744	6,529	8,980
International Business
Segment Reporting Information
Total Revenues	200,286	201,038	394,474	391,749
Depreciation and Amortization	24,364	25,065	49,770	50,486
Depreciation	19,631	21,105	40,331	42,704
Amortization	4,733	3,960	9,439	7,782
Adjusted OIBDA	42,325	39,449	85,885	78,327
Total Assets	1,740,542	1,846,832	1,740,542	1,846,832
Expenditures for Segment Assets	122,181	59,798	142,475	107,522
Capital Expenditures	22,742	18,298	42,613	35,689
Cash Paid for Acquisitions, Net of Cash Acquired	98,247	40,060	98,247	69,736
Additions to Customer Relationship and Acquisition Costs	1,192	1,440	1,615	2,097
Corporate
Segment Reporting Information
Depreciation and Amortization	7,874	8,174	15,961	17,500
Depreciation	7,841	8,138	15,893	17,424
Amortization	33	36	68	76
Adjusted OIBDA	(43,003)	(53,987)	(92,370)	(103,541)
Total Assets	157,833	193,073	157,833	193,073
Expenditures for Segment Assets	2,940	3,016	11,052	9,048
Capital Expenditures	$ 2,940	$ 3,016	$ 11,052	$ 9,048

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Storage rental	$ 433,436	$ 419,146	$ 858,777	$ 834,851
Service	318,729	339,405	639,886	669,709
Total Revenues	752,165	758,551	1,498,663	1,504,560
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	313,060	307,577	628,358	623,532
Selling, General and Administrative	203,515	223,389	414,175	436,144
Depreciation and amortization	77,510	78,868	155,518	159,031
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(607)	(220)	112	(684)
Total Operating Expenses	593,478	609,614	1,198,163	1,218,023
Operating Income (Loss)	158,687	148,937	300,500	286,537
Interest Expense (Income), Net	58,216	48,604	117,000	97,222
Other Expense (Income), Net	10,066	2,621	6,762	(6,337)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	90,405	97,712	176,738	195,652
Provision (Benefit) for Income Taxes	48,964	30,252	74,224	47,016
Income (Loss) from Continuing Operations	41,441	67,460	102,514	148,636
Income (Loss) from Discontinued Operations, Net of Tax	(639)	(7,762)	(5,732)	(14,319)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax	(1,885)	193,349	(1,885)	193,349
Net Income (Loss)	38,917	253,047	94,897	327,666
Less: Net Income (Loss) Attributable to Noncontrolling Interests	862	363	1,492	1,522
Net Income (Loss) Attributable to Iron Mountain Incorporated	38,055	252,684	93,405	326,144
Other Comprehensive Income (Loss):
Net Income (Loss)	38,917	253,047	94,897	327,666
Foreign Currency Translation Adjustments	(26,845)	18,996	1,102	41,474
Total Other Comprehensive Income (Loss)	(26,845)	18,996	1,102	41,474
Comprehensive Income (Loss)	12,072	272,043	95,999	369,140
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	588	558	1,676	1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	11,484	271,485	94,323	367,463
Parent
Operating Expenses:
Selling, General and Administrative	48	29	66	163
Depreciation and amortization	82	36	157	76
Total Operating Expenses	130	65	223	239
Operating Income (Loss)	(130)	(65)	(223)	(239)
Interest Expense (Income), Net	46,980	42,864	94,071	86,050
Other Expense (Income), Net	(20,566)	7,608	(981)	38,436
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	(26,544)	(50,537)	(93,313)	(124,725)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(64,599)	(303,221)	(186,718)	(450,869)
Income (Loss) from Continuing Operations	38,055	252,684	93,405	326,144
Net Income (Loss)	38,055	252,684	93,405	326,144
Net Income (Loss) Attributable to Iron Mountain Incorporated	38,055	252,684	93,405	326,144
Other Comprehensive Income (Loss):
Net Income (Loss)	38,055	252,684	93,405	326,144
Foreign Currency Translation Adjustments	3,211	(1,191)	868	(5,129)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(29,782)	19,992	50	46,448
Total Other Comprehensive Income (Loss)	(26,571)	18,801	918	41,319
Comprehensive Income (Loss)	11,484	271,485	94,323	367,463
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	11,484	271,485	94,323	367,463
Guarantors
Revenues:
Storage rental	288,883	277,532	576,470	560,245
Service	199,633	210,688	399,994	419,600
Total Revenues	488,516	488,220	976,464	979,845
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	187,364	182,033	380,579	380,158
Selling, General and Administrative	134,760	147,576	282,622	290,132
Depreciation and amortization	47,545	48,226	95,631	97,377
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(589)	(133)	(744)	(594)
Total Operating Expenses	369,080	377,702	758,088	767,073
Operating Income (Loss)	119,436	110,518	218,376	212,772
Interest Expense (Income), Net	(4,487)	(22,956)	(8,721)	(43,051)
Other Expense (Income), Net	475	5,511	(785)	4,868
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	123,448	127,963	227,882	250,955
Provision (Benefit) for Income Taxes	43,816	24,279	60,900	31,190
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	7,673	(10,601)	(25,458)	(43,285)
Income (Loss) from Continuing Operations	71,959	114,285	192,440	263,050
Income (Loss) from Discontinued Operations, Net of Tax	(377)	(10,398)	87	(12,868)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		193,349		193,349
Net Income (Loss)	71,582	297,236	192,527	443,531
Net Income (Loss) Attributable to Iron Mountain Incorporated	71,582	297,236	192,527	443,531
Other Comprehensive Income (Loss):
Net Income (Loss)	71,582	297,236	192,527	443,531
Foreign Currency Translation Adjustments	(441)	2,721	616	286
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(29,341)	17,271	(566)	46,162
Total Other Comprehensive Income (Loss)	(29,782)	19,992	50	46,448
Comprehensive Income (Loss)	41,800	317,228	192,577	489,979
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	41,800	317,228	192,577	489,979
Guarantors | Previously Reported Amount
Operating Expenses:
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(60,516)
Income (Loss) from Continuing Operations		164,200
Net Income (Loss)		347,151
Other Comprehensive Income (Loss):
Net Income (Loss)		347,151
Guarantors | Accounting Error | Adjustment
Operating Expenses:
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(49,915)
Income (Loss) from Continuing Operations		49,915
Net Income (Loss)		49,915
Other Comprehensive Income (Loss):
Net Income (Loss)		49,915
Canada Company
Revenues:
Storage rental	30,673	31,255	61,148	61,370
Service	28,433	29,512	57,834	58,446
Total Revenues	59,106	60,767	118,982	119,816
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	23,991	23,270	49,032	47,002
Selling, General and Administrative	8,852	10,467	18,037	20,628
Depreciation and amortization	4,548	4,697	9,111	9,802
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(65)	(188)	(23)	(198)
Total Operating Expenses	37,326	38,246	76,157	77,234
Operating Income (Loss)	21,780	22,521	42,825	42,582
Interest Expense (Income), Net	11,288	11,921	22,754	22,088
Other Expense (Income), Net	(19)	333	(19)	286
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	10,511	10,267	20,090	20,208
Provision (Benefit) for Income Taxes	2,971	4,844	7,494	12,416
Income (Loss) from Continuing Operations	7,540	5,423	12,596	7,792
Net Income (Loss)	7,540	5,423	12,596	7,792
Net Income (Loss) Attributable to Iron Mountain Incorporated	7,540	5,423	12,596	7,792
Other Comprehensive Income (Loss):
Net Income (Loss)	7,540	5,423	12,596	7,792
Foreign Currency Translation Adjustments	(5,182)	2,920	1,292	8,829
Total Other Comprehensive Income (Loss)	(5,182)	2,920	1,292	8,829
Comprehensive Income (Loss)	2,358	8,343	13,888	16,621
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	2,358	8,343	13,888	16,621
Non-Guarantors
Revenues:
Storage rental	113,880	110,359	221,159	213,236
Service	90,663	99,205	182,058	191,663
Total Revenues	204,543	209,564	403,217	404,899
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	101,705	102,274	198,747	196,372
Selling, General and Administrative	59,855	65,317	113,450	125,221
Depreciation and amortization	25,335	25,909	50,619	51,776
(Gain) Loss on disposal/write-down of property, plant and equipment, net	47	101	879	108
Total Operating Expenses	186,942	193,601	363,695	373,477
Operating Income (Loss)	17,601	15,963	39,522	31,422
Interest Expense (Income), Net	4,435	16,775	8,896	32,135
Other Expense (Income), Net	30,176	(10,831)	8,547	(49,927)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	(17,010)	10,019	22,079	49,214
Provision (Benefit) for Income Taxes	2,177	1,129	5,830	3,410
Income (Loss) from Continuing Operations	(19,187)	8,890	16,249	45,804
Income (Loss) from Discontinued Operations, Net of Tax	(262)	2,636	(5,819)	(1,451)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax	(1,885)		(1,885)
Net Income (Loss)	(21,334)	11,526	8,545	44,353
Less: Net Income (Loss) Attributable to Noncontrolling Interests	862	363	1,492	1,522
Net Income (Loss) Attributable to Iron Mountain Incorporated	(22,196)	11,163	7,053	42,831
Other Comprehensive Income (Loss):
Net Income (Loss)	(21,334)	11,526	8,545	44,353
Foreign Currency Translation Adjustments	(24,433)	14,546	(1,674)	37,488
Total Other Comprehensive Income (Loss)	(24,433)	14,546	(1,674)	37,488
Comprehensive Income (Loss)	(45,767)	26,072	6,871	81,841
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	588	558	1,676	1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	(46,355)	25,514	5,195	80,164
Eliminations
Operating Expenses:
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	56,926	313,822	212,176	494,154
Income (Loss) from Continuing Operations	(56,926)	(313,822)	(212,176)	(494,154)
Net Income (Loss)	(56,926)	(313,822)	(212,176)	(494,154)
Net Income (Loss) Attributable to Iron Mountain Incorporated	(56,926)	(313,822)	(212,176)	(494,154)
Other Comprehensive Income (Loss):
Net Income (Loss)	(56,926)	(313,822)	(212,176)	(494,154)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	59,123	(37,263)	516	(92,610)
Total Other Comprehensive Income (Loss)	59,123	(37,263)	516	(92,610)
Comprehensive Income (Loss)	2,197	(351,085)	(211,660)	(586,764)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$ 2,197	$ (351,085)	$ (211,660)	$ (586,764)

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Summary of Significant Accounting Policies (Details 4) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Summary of Significant Accounting Policies
Stock-based compensation expense (income), net of tax	$ 5,061	$ (430)	$ 11,908	$ 2,734
Stock-based compensation expense per basic and diluted share (in dollars per share)	$ 0.03	$ 0.00	$ 0.07	$ 0.01
Stock-based compensation expense
Stock-based compensation	6,317	3,266	16,117	8,299
Excess tax benefits from stock-based compensation			254	57
Continuing Operations
Stock-based compensation expense
Stock-based compensation	6,317	3,600	16,117	8,039
Continuing Operations | Cost of sales (excluding depreciation and amortization)
Stock-based compensation expense
Stock-based compensation	302	45	517	320
Continuing Operations | Selling, general and administrative expenses
Stock-based compensation expense
Stock-based compensation	6,015	3,555	15,600	7,719
Discontinued Operations
Stock-based compensation expense
Stock-based compensation		$ (334)		$ 260

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Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt

Carrying amount and fair value of long-term debt instruments

	December 31, 2011					June 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	268,000		$	268,000
Term Loan Facility(1)		487,500			487,500		475,000			475,000
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		235,575			235,575
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		318,271			320,320
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		172,148			176,236
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		200,000			206,370
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,820			47,498
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		321,276			321,020
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes due 2019")(2)(3)		400,000			422,750		400,000			432,200
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			317,063
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,432			595,375
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		204,472			204,472
Total Long-term Debt		3,353,588					3,492,994
Less Current Portion		(73,320	)				(62,837	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,430,157

(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 subsidiaries owed to us or to one of our U.S. subsidiary guarantors or Iron Mountain Canada Corporation ("Canada Company") and all promissory notes held by us or one of our U.S. subsidiary guarantors or Canada Company. 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, which are subject to change based on our consolidated leverage ratio, as of December 31, 2011 and June 30, 2012, respectively).

(2)

The fair values of these debt instruments are based on quoted market prices for these notes on December 31, 2011 and June 30, 2012, respectively.

(3)

Collectively, the "Parent Notes." 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. 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.

Term loan payments required as a percentage of original principal amount

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

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		69 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Government Contract Billing Matter	Jun. 30, 2012 State of Massachusetts Notices of Assessment	Jun. 30, 2012 Litigation
Commitments and Contingencies
Loss contingencies, reasonably possible loss exposure in excess of the amount currently accrued							$ 40,000
Total revenue billed and recorded since renewal of contract in October 2006	752,165	758,551	1,498,663	1,504,560	50,000
Notices of assessment from the state of Massachuesetts related to a corporate excise audit of the 2004 through 2006 tax years						$ 8,191

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Acquisitions (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Consideration paid for acquisitions
Cash Paid (gross of cas acquired)	$ 112,404
Fair Value of Previously Held Equity Interests	4,265
Fair value of Noncontrolling Interest	1,000
Total Consideration	117,669
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses Deferred Income Taxes and Other	13,463
Property, Plant and Equipment	6,476
Customer Relationship Assets	50,830
Liabilities Assumed and Deferred Income Taxes	(22,228)
Total Fair Value of Identifiable Net Assets Acquired	48,541
Recorded Goodwill	$ 69,128

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Summary of Significant Accounting Policies (Details 8) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Other Expense (Income), Net:
Foreign currency transaction losses (gains), net	$ 11,761	$ 1,853	$ 9,186	$ (1,243)
Debt extinguishment expense (income), net		1,843		993
Other, net	(1,695)	(1,075)	(2,424)	(6,087)
Total other expense (income), net	$ 10,066	$ 2,621	$ 6,762	$ (6,337)

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2011 Worldwide Digital Business, a reporting unit	Jun. 30, 2012 Worldwide Digital Business, a reporting unit	Jun. 30, 2011 Worldwide Digital Business, a reporting unit	Jun. 30, 2012 Worldwide Digital Business, a reporting unit	Jun. 30, 2011 Worldwide Digital Business, a reporting unit	Jun. 02, 2011 Worldwide Digital Business, a reporting unit	Jun. 30, 2011 New Zealand Business	Jun. 30, 2011 New Zealand Business	Oct. 03, 2011 New Zealand Business	Jun. 30, 2012 Italian Business	Jun. 30, 2011 Italian Business	Jun. 30, 2012 Italian Business	Jun. 30, 2011 Italian Business
Discontinued operation disclosures
Proceeds from divestiture of business					$ 395,400
Initial purchase price										380,000			10,000
Impairment charge included in income (loss) from discontinued operations											4,900
Preliminary working capital adjustment										15,400
Transaction costs								7,387
Inducements payable to Autonomy								11,075
Gain on Sale of Discontinued Operations							245,654		245,654					(1,885)		(1,885)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax	(1,885)	193,349	(1,885)	193,349			193,349		193,349					(1,885)		(1,885)
Cumulative translation adjustment reclassified from accumulated other comprehensive items, net and reduced the gain on sale														383
Summarized results of operations
Total Revenues							32,521		79,199		2,160	4,143			4,338	2,138	8,621
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations						(377)	(16,812)	378	(20,398)		(4,876)	(4,948)		(262)	(2,009)	(6,386)	(6,103)
(Benefit) Provision for Income Taxes							(6,414)	291	(7,530)		(9,442)	(9,442)			(79)	(567)	(158)
(Loss) Income from Discontinued Operations, Net of Tax	(639)	(7,762)	(5,732)	(14,319)		(377)	(10,398)	87	(12,868)		4,566	4,494		(262)	(1,930)	(5,819)	(5,945)
Gain (Loss) on Sale of Discontinued Operations							245,654		245,654					(1,885)		(1,885)
Provision for Income Taxes							52,305		52,305
Gain (Loss) on Sale of Discontinued Operations, Net of Tax	(1,885)	193,349	(1,885)	193,349			193,349		193,349					(1,885)		(1,885)
Total (Loss) Income from Discontinued Operations and Sale, Net of Tax	(2,524)	185,587	(7,617)	179,030		(377)	182,951	87	180,481					(2,147)	(1,930)	(7,704)	(5,945)
Interest allocated to the Digital Business and included in loss from discontinued operations							$ 978		$ 2,396

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 3) (USD $) In Thousands, unless otherwise specified	1 Months Ended						3 Months Ended		6 Months Ended
	Jul. 31, 2012	Apr. 30, 2012	Jan. 31, 2012	Oct. 31, 2011	Jul. 31, 2011	Apr. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations									$ 216,855	$ 241,213
Cash Flows from Operating Activities-Discontinued Operations									(4,665)	1,844
Cash Flows from Operating Activities									212,190	243,057
Cash Flows from Investing Activities:
Capital expenditures							(51,445)	(46,976)	(107,361)	(99,184)
Cash paid for acquisitions, net of cash acquired							(98,472)	(40,467)	(107,290)	(75,172)
Investment in restricted cash									(1,502)	(3)
Additions to customer relationship and acquisition costs							(5,136)	(8,184)	(8,144)	(11,077)
Investment in joint ventures										(458)
Proceeds from sales of property and equipment and other, net									1,862	29
Cash Flows from Investing Activities-Continuing Operations									(222,435)	(185,865)
Cash Flows from Investing Activities-Discontinued Operations									(6,136)	376,352
Cash Flows from Investing Activities									(228,571)	190,487
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt									(1,768,694)	(1,593,705)
Proceeds from revolving credit and term loan facilities and other debt									1,888,264	1,676,069
Early retirement of senior subordinated notes										(231,255)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net									385	480
Stock repurchases									(38,052)	(260,970)
Parent cash dividends	(46,336)	(42,791)	(43,180)	(46,877)	(50,694)	(37,601)			(85,971)	(75,044)
Proceeds from exercise of stock options and employee stock purchase plan									11,029	69,501
Excess tax benefits from stock-based compensation									254	57
Payment of debt financing costs									(93)	(8,217)
Cash Flows from Financing Activities-Continuing Operations									7,122	(423,084)
Cash Flows from Financing Activities-Discontinued Operations									(39)	(411)
Cash Flows from Financing Activities									7,083	(423,495)
Effect of Exchange Rates on Cash and Cash Equivalents									(317)	2,682
Increase (Decrease) in Cash and Cash Equivalents									(9,615)	12,731
Cash and Cash Equivalents, Beginning of Period	170,230		179,845		271,424				179,845	258,693
Cash and Cash Equivalents, End of Period							170,230	271,424	170,230	271,424
Parent
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations									(87,906)	(92,332)
Cash Flows from Operating Activities									(87,906)	(92,332)
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries									234,913	973,565
Investment in subsidiaries									(36,193)	(1,228)
Investment in restricted cash									(1,502)	(3)
Cash Flows from Investing Activities-Continuing Operations									197,218	972,334
Cash Flows from Investing Activities									197,218	972,334
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt										(396,200)
Early retirement of senior subordinated notes										(231,255)
Stock repurchases									(38,052)	(260,970)
Parent cash dividends									(85,971)	(75,044)
Proceeds from exercise of stock options and employee stock purchase plan									11,029	69,501
Excess tax benefits from stock-based compensation									254	57
Cash Flows from Financing Activities-Continuing Operations									(112,740)	(893,911)
Cash Flows from Financing Activities									(112,740)	(893,911)
Increase (Decrease) in Cash and Cash Equivalents									(3,428)	(13,909)
Cash and Cash Equivalents, Beginning of Period			3,428						3,428	13,909
Guarantors
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations									249,123	290,532
Cash Flows from Operating Activities-Discontinued Operations									(2,651)	1,544
Cash Flows from Operating Activities									246,472	292,076
Cash Flows from Investing Activities:
Capital expenditures									(55,276)	(57,961)
Cash paid for acquisitions, net of cash acquired									(9,043)	(5,378)
Intercompany loans to subsidiaries									(78,762)	(68,961)
Investment in subsidiaries									(36,193)	(1,228)
Additions to customer relationship and acquisition costs									(6,179)	(8,515)
Proceeds from sales of property and equipment and other, net									1,898	188
Cash Flows from Investing Activities-Continuing Operations									(183,555)	(141,855)
Cash Flows from Investing Activities-Discontinued Operations									(1,982)	376,567
Cash Flows from Investing Activities									(185,537)	234,712
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt									(1,712,961)	(1,141,952)
Proceeds from revolving credit and term loan facilities and other debt									1,856,000	1,624,900
Intercompany loans from parent									(239,345)	(970,727)
Equity contribution from parent									36,193	1,228
Payment of debt financing costs									(93)	(8,217)
Cash Flows from Financing Activities-Continuing Operations									(60,206)	(494,768)
Cash Flows from Financing Activities									(60,206)	(494,768)
Increase (Decrease) in Cash and Cash Equivalents									729	32,020
Cash and Cash Equivalents, Beginning of Period			10,750						10,750	121,584
Cash and Cash Equivalents, End of Period							11,479	153,604	11,479	153,604
Canada Company
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations									19,935	7,790
Cash Flows from Operating Activities									19,935	7,790
Cash Flows from Investing Activities:
Capital expenditures									(7,000)	(4,445)
Cash paid for acquisitions, net of cash acquired										(58)
Additions to customer relationship and acquisition costs									(350)	(288)
Proceeds from sales of property and equipment and other, net									5	41
Cash Flows from Investing Activities-Continuing Operations									(7,345)	(4,750)
Cash Flows from Investing Activities									(7,345)	(4,750)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt									(1,447)	(1,474)
Intercompany loans from parent									(1,758)	89
Cash Flows from Financing Activities-Continuing Operations									(3,205)	(1,385)
Cash Flows from Financing Activities									(3,205)	(1,385)
Effect of Exchange Rates on Cash and Cash Equivalents									344	1,414
Increase (Decrease) in Cash and Cash Equivalents									9,729	3,069
Cash and Cash Equivalents, Beginning of Period			68,907						68,907	37,652
Cash and Cash Equivalents, End of Period							78,636	40,721	78,636	40,721
Non-Guarantors
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations									35,703	35,223
Cash Flows from Operating Activities-Discontinued Operations									(2,014)	300
Cash Flows from Operating Activities									33,689	35,523
Cash Flows from Investing Activities:
Capital expenditures									(45,085)	(36,778)
Cash paid for acquisitions, net of cash acquired									(98,247)	(69,736)
Additions to customer relationship and acquisition costs									(1,615)	(2,274)
Investment in joint ventures										(458)
Proceeds from sales of property and equipment and other, net									(41)	(200)
Cash Flows from Investing Activities-Continuing Operations									(144,988)	(109,446)
Cash Flows from Investing Activities-Discontinued Operations									(4,154)	(215)
Cash Flows from Investing Activities									(149,142)	(109,661)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt									(54,286)	(54,079)
Proceeds from revolving credit and term loan facilities and other debt									32,264	51,169
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net									385	480
Intercompany loans from parent									84,952	66,034
Equity contribution from parent									36,193	1,228
Cash Flows from Financing Activities-Continuing Operations									99,508	64,832
Cash Flows from Financing Activities-Discontinued Operations									(39)	(411)
Cash Flows from Financing Activities									99,469	64,421
Effect of Exchange Rates on Cash and Cash Equivalents									(661)	1,268
Increase (Decrease) in Cash and Cash Equivalents									(16,645)	(8,449)
Cash and Cash Equivalents, Beginning of Period			96,760						96,760	85,548
Cash and Cash Equivalents, End of Period							80,115	77,099	80,115	77,099
Eliminations
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries									(156,151)	(904,604)
Investment in subsidiaries									72,386	2,456
Cash Flows from Investing Activities-Continuing Operations									(83,765)	(902,148)
Cash Flows from Investing Activities									(83,765)	(902,148)
Cash Flows from Financing Activities:
Intercompany loans from parent									156,151	904,604
Equity contribution from parent									(72,386)	(2,456)
Cash Flows from Financing Activities-Continuing Operations									83,765	902,148
Cash Flows from Financing Activities									$ 83,765	$ 902,148

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$ 94,897	$ 327,666
Loss (Income) from discontinued operations	5,732	14,319
(Gain) Loss on sale of discontinued operations	1,885	(193,349)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	139,755	145,158
Amortization (includes deferred financing costs and bond discount of $2,857 and $3,444, for the six months ended June 30, 2011 and 2012, respectively)	19,207	16,730
Stock-based compensation expense	16,117	8,039
Provision (Benefit) for deferred income taxes	(38,699)	2,376
Loss on early extinguishment of debt, net		993
(Gain) Loss on disposal/write-down of property, plant and equipment, net	112	(684)
Foreign currency transactions and other, net	7,249	(6,161)
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable	(24,461)	(36,010)
Prepaid expenses and other	23,943	(10,475)
Accounts payable	(4,043)	3,025
Accrued expenses and deferred revenue	(24,903)	(27,423)
Other assets and long-term liabilities	64	(2,991)
Cash Flows from Operating Activities-Continuing Operations	216,855	241,213
Cash Flows from Operating Activities-Discontinued Operations	(4,665)	1,844
Cash Flows from Operating Activities	212,190	243,057
Cash Flows from Investing Activities:
Capital expenditures	(107,361)	(99,184)
Cash paid for acquisitions, net of cash acquired	(107,290)	(75,172)
Investment in restricted cash	(1,502)	(3)
Additions to customer relationship and acquisition costs	(8,144)	(11,077)
Investment in joint ventures		(458)
Proceeds from sales of property and equipment and other, net	1,862	29
Cash Flows from Investing Activities-Continuing Operations	(222,435)	(185,865)
Cash Flows from Investing Activities-Discontinued Operations	(6,136)	376,352
Cash Flows from Investing Activities	(228,571)	190,487
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(1,768,694)	(1,593,705)
Proceeds from revolving credit and term loan facilities and other debt	1,888,264	1,676,069
Early retirement of senior subordinated notes		(231,255)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	385	480
Stock repurchases	(38,052)	(260,970)
Parent cash dividends	(85,971)	(75,044)
Proceeds from exercise of stock options and employee stock purchase plan	11,029	69,501
Excess tax benefits from stock-based compensation	254	57
Payment of debt financing costs	(93)	(8,217)
Cash Flows from Financing Activities-Continuing Operations	7,122	(423,084)
Cash Flows from Financing Activities-Discontinued Operations	(39)	(411)
Cash Flows from Financing Activities	7,083	(423,495)
Effect of Exchange Rates on Cash and Cash Equivalents	(317)	2,682
Increase (Decrease) in Cash and Cash Equivalents	(9,615)	12,731
Cash and Cash Equivalents, Beginning of Period	179,845	258,693
Cash and Cash Equivalents, End of Period	170,230	271,424
Supplemental Information:
Cash Paid for Interest	114,475	107,542
Cash Paid for Income Taxes	83,830	68,601
Non-Cash Investing and Financing Activities:
Capital Leases	13,130	16,204
Accrued Capital Expenditures	22,691	17,058
Dividends Payable	$ 46,370	$ 50,695

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Acquisitions (Details 3) (Customer relationship assets)	6 Months Ended
	Jun. 30, 2012 year
Customer relationship assets
Acquired Finite-Lived Intangible Assets
Weighted average life of customer relationship assets associated with acquisitions (in years)	17

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2012

Worldwide Digital Business, a reporting unit

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	32,521		$	—		$	79,199		$	—
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations	$	(16,812	)	$	(377	)	$	(20,398	)	$	378
(Benefit) Provision for Income Taxes		(6,414	)		—			(7,530	)		291
(Loss) Income from Discontinued Operations, Net of Tax	$	(10,398	)	$	(377	)	$	(12,868	)	$	87
Gain on Sale of Discontinued Operations	$	245,654		$	—		$	245,654		$	—
Provision for Income Taxes		52,305			—			52,305			—
Gain on Sale of Discontinued Operations, Net of Tax	$	193,349		$	—		$	193,349		$	—
Total Income (Loss) from Discontinued Operations and Sale, Net of Tax	$	182,951		$	(377	)	$	180,481		$	87

New Zealand Business

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Total Revenues	$	2,160		$	4,143
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(4,876	)	$	(4,948	)
Benefit for Income Taxes		(9,442	)		(9,442	)
Income from Discontinued Operations, Net of Tax	$	4,566		$	4,494

Italian Business

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	4,338		$	—		$	8,621		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(2,009	)	$	(262	)	$	(6,103	)	$	(6,386	)
Benefit for Income Taxes		(79	)		—			(158	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(1,930	)	$	(262	)	$	(5,945	)	$	(5,819	)
Loss on Sale of Discontinued Operations	$	—		$	(1,885	)	$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	(1,885	)	$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(1,930	)	$	(2,147	)	$	(5,945	)	$	(7,704	)

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Stockholders' Equity Matters (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Matters

Schedule of dividend declared and payments

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 11, 2011	$	0.1875	March 25, 2011	$	37,601	April 15, 2011
June 10, 2011		0.2500	June 24, 2011		50,694	July 15, 2011
September 8, 2011		0.2500	September 23, 2011		46,877	October 14, 2011
December 1, 2011		0.2500	December 23, 2011		43,180	January 13, 2012
March 8, 2012		0.2500	March 23, 2012		42,791	April 13, 2012
June 5, 2012		0.2700	June 22, 2012		46,336	July 13, 2012

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Debt (Details) (USD $) In Thousands, unless otherwise specified															6 Months Ended							3 Months Ended		6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Parent	Dec. 31, 2011 Parent	Jun. 30, 2012 Canada Company	Dec. 31, 2011 Canada Company	Jun. 30, 2012 Revolving Credit Facility	Dec. 31, 2011 Revolving Credit Facility	Jun. 30, 2012 Term Loan Facility	Dec. 31, 2011 Term Loan Facility	Jun. 27, 2011 Term Loan Facility	Jun. 30, 2012 Credit Agreement	Dec. 31, 2011 Credit Agreement	Jun. 27, 2011 Credit Agreement	Jun. 30, 2012 Credit Agreement Maximum	Jun. 30, 2012 Credit Agreement Minimum	Jun. 30, 2012 Revolving Credit Facility	Jun. 27, 2011 Revolving Credit Facility bank	Jun. 27, 2011 Revolving Credit Facility, Tranche One	Jun. 27, 2011 Revolving Credit Facility, Tranche Two	Jun. 27, 2011 Revolving Credit Facility, Tranche Three	Jun. 30, 2012 Revolving Credit Facility and Outstanding Letters of Credit	Jun. 30, 2011 Revolving Credit Facility and Outstanding Letters of Credit	Jun. 30, 2012 Revolving Credit Facility and Outstanding Letters of Credit	Jun. 30, 2011 Revolving Credit Facility and Outstanding Letters of Credit	Jun. 30, 2012 The 7 1/4% Notes	Dec. 31, 2011 The 7 1/4% Notes	Jun. 30, 2012 The 6 5/8% Notes	Dec. 31, 2011 The 6 5/8% Notes	Jun. 30, 2012 The Subsidiary Notes	Dec. 31, 2011 The Subsidiary Notes	Jun. 30, 2012 The 8 3/4% Notes	Dec. 31, 2011 The 8 3/4% Notes	Jun. 30, 2012 The 8% Notes due 2018	Dec. 31, 2011 The 8% Notes due 2018	Jun. 30, 2012 The 6 3/4% Notes	Dec. 31, 2011 The 6 3/4% Notes	Jun. 30, 2012 The 7 3/4% Notes due 2019	Dec. 31, 2011 The 7 3/4% Notes due 2019	Jun. 30, 2012 The 8% Notes due 2020	Dec. 31, 2011 The 8% Notes due 2020	Jun. 30, 2012 The 8 3/8% Notes	Dec. 31, 2011 The 8 3/8% Notes	Jun. 30, 2012 Real Estate Mortgages, Capital Leases and Other	Dec. 31, 2011 Real Estate Mortgages, Capital Leases and Other
Long-term Debt Information
Total Long-Term Debt	$ 3,492,994	$ 3,353,588					$ 268,000	$ 96,000	$ 475,000	$ 487,500																$ 235,575	$ 233,115	$ 318,271	$ 318,025	$ 172,148	$ 171,273	$ 200,000	$ 200,000	$ 49,820	$ 49,806	$ 321,276	$ 328,750	$ 400,000	$ 400,000	$ 300,000	$ 300,000	$ 548,432	$ 548,346	$ 204,472	$ 220,773
Less Current Portion	(62,837)	(73,320)	(682)	(658)	(2,747)	(2,658)
Long-term Debt, net of current portion	3,430,157	3,280,268	2,373,372	2,378,040	187,288	185,953
Fair Value							268,000	96,000	475,000	487,500																235,575	233,115	320,320	320,400	176,236	174,698	206,370	209,000	47,498	47,607	321,020	312,352	432,200	422,750	317,063	313,313	595,375	586,438	204,472	220,773
Stated Interest Rate (as a percent)																										7.25%	7.25%	6.625%	6.625%	7.50%	7.50%	8.75%	8.75%	8.00%	8.00%	6.75%	6.75%	7.75%	7.75%	8.00%	8.00%	8.375%	8.375%
Capital Stock of First Tier Foreign Subsidiaries Pledged to Secure Debt (as a percent)	66.00%
Maximum Borrowing Capacity											500,000							725,000	400,000	150,000	175,000
Optional expanded maximum borrowing capacity														1,800,000
Number of Banks Supporting the Credit Facility																		19
Commitment fee (as a percent)															0.50%	0.30%
Outstanding borrowings under credit facility																	268,000
Letters of Credit Outstanding																	2,291
Remaining availability under credit facility																	454,709
Effective interest rate (as a percent)							2.00%		2.30%								2.00%
Commitment fees and letters of credit fees																						$ 449	$ 377	$ 1,049	$ 866
Repayments Of Loan
Loan payment as a percentage of principal in first three quarterly installments of year five											10.00%
Loan payment as a percentage of principal in final quarterly installment of year five											35.00%
June 30, 2012 (as a percent)											5.00%
June 30, 2013 (as a percent)											5.00%
June 30, 2014 (as a percent)											10.00%
June 30, 2015 (as a percent)											15.00%
June 27, 2016 (as a percent)											65.00%
Debt covenants
Revolving Credit and Term Leverage Ratio												3.5	3.4
Revolving Credit and Term Leverage Ratio, Maximum Allowable												5.5	5.5
Bond Leverage Ratio, per Indentures												4.1	3.9
Bond Leverage Ratio, per Indentures, Maximum Allowable												6.5	6.5
Revolving Credit and Term Loan Fixed Charge Coverage Ratio												1.4	1.5
Revolving Credit and Term Loan Fixed Charge Coverage Ratio, Minimum Allowable												1.2	1.2

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Cash, Cash Equivalents and Restricted Cash
Restricted cash	$ 36,612		$ 36,612		$ 35,110
Foreign Currency
Foreign currency transaction gains (losses), net	$ (11,761)	$ (1,853)	$ (9,186)	$ 1,243
The 7 1/4% Notes
Long-term Debt Information
Stated Interest Rate (as a percent)	7.25%		7.25%		7.25%
The 6 3/4% Notes
Long-term Debt Information
Stated Interest Rate (as a percent)	6.75%		6.75%		6.75%

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Summary of Significant Accounting Policies (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended		6 Months Ended			6 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 North American Business	Dec. 31, 2011 North American Business	Oct. 01, 2011 North American Business Minimum	Jun. 30, 2012 International Business	Dec. 31, 2011 International Business	Jun. 30, 2012 Europe item	Dec. 31, 2011 Western Europe	Jun. 30, 2012 Western Europe	Jun. 30, 2012 Central Europe	Dec. 31, 2011 Central Europe	Aug. 31, 2011 Central Europe	Jun. 30, 2012 Latin America	Dec. 31, 2011 Latin America	Oct. 01, 2011 Latin America Minimum	Jun. 30, 2012 Australia	Dec. 31, 2011 Australia	Oct. 01, 2011 Australia Minimum	Jun. 30, 2012 UKI	Dec. 31, 2011 UKI	Aug. 31, 2011 UKI
Goodwill
Reporting unit, percentage that fair value exceeded carrying value					40.00%								4.90%			40.00%			40.00%			15.10%
Goodwill impairment charge									$ 46,500
Number of reporting units								3
Gross amount of goodwill
Balance, beginning of period	2,574,285		2,010,241			564,044
Deductible goodwill acquired during the year	69,128		5,118			64,010
Currency effects	(1,597)		1,166			(2,763)
Balance, end of period	2,641,816		2,016,525			625,291
Accumulated amortization
Balance, beginning of period	320,017		261,362			58,655
Currency effects	(11)		59			(70)
Balance, end of period	320,006		261,421			58,585
Net balance	2,321,810	2,254,268	1,755,104	1,748,879		566,706	505,389		46,439	44,157	81,448	63,781		71,066	27,322		61,887	61,697		308,148	306,150
Accumulated Goodwill Impairment Balance	$ 132,409	$ 132,409	$ 85,909	$ 85,909		$ 46,500	$ 46,500

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CONSOLIDATED STATEMENTS OF EQUITY
Tax benefit on issuance of shares under employee stock purchase plan and option plans and stock-based compensation	$ 254	$ 57

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Summary of Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Amortizable intangible assets
Gross carrying amount	$ 711,589		$ 711,589
Accumulated amortization	(230,016)		(230,016)
Net carrying amount	481,573		481,573
Amortization expense associated with amortizable intangible assets (including deferred financing costs)	9,606	8,479	19,207	16,730
Customer Relationships and Acquisition Costs.
Amortizable intangible assets
Gross carrying amount	649,920		649,920
Accumulated amortization	(202,723)		(202,723)
Net carrying amount	447,197		447,197
Core Technology.
Amortizable intangible assets
Gross carrying amount	3,651		3,651
Accumulated amortization	(2,654)		(2,654)
Net carrying amount	997		997
Trademarks and Non-Compete Agreements
Amortizable intangible assets
Gross carrying amount	3,078		3,078
Accumulated amortization	(2,606)		(2,606)
Net carrying amount	472		472
Deferred Financing Costs
Amortizable intangible assets
Gross carrying amount	54,940		54,940
Accumulated amortization	(22,033)		(22,033)
Net carrying amount	$ 32,907		$ 32,907

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Derivative Instruments and Hedging Activities (Details 3) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended					3 Months Ended		6 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 The 6 3/4% Notes USD ($)	Jun. 30, 2011 The 6 3/4% Notes USD ($)	Jun. 30, 2012 The 6 3/4% Notes USD ($)	Jun. 30, 2011 The 6 3/4% Notes USD ($)	Jun. 30, 2012 The 6 3/4% Notes EUR (€)	Dec. 31, 2011 The 6 3/4% Notes	Jun. 30, 2011 The 6 3/4% Notes EUR (€)	Jun. 30, 2012 Foreign exchange contracts Other (income) expense, net USD ($)	Jun. 30, 2011 Foreign exchange contracts Other (income) expense, net USD ($)	Jun. 30, 2012 Foreign exchange contracts Other (income) expense, net USD ($)	Jun. 30, 2011 Foreign exchange contracts Other (income) expense, net USD ($)
Gains and losses on derivative instruments
Total (gain) loss recognized in income on derivatives	$ (3,693)	$ 1,349	$ 4,278	$ 6,270								$ (3,693)	$ 1,349	$ 4,278	$ 6,270
Net investment hedge
Stated Interest Rate (as a percent)					6.75%		6.75%			6.75%
Average Designated hedges of net investment (in Euros)									100,500		69,500
Foreign exchange gains (losses)					5,120	(1,908)	1,365	(8,208)
Foreign exchange gains (losses), net of tax					3,211	(1,191)	866	(5,129)
Cumulative net investment hedge gains (losses) recorded in accumulated other comprehensive items, net					$ 14,256		$ 14,256

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 170,230	$ 179,845
Restricted cash	36,612	35,110
Accounts receivable (less allowances of $23,277 and $24,318 as of December 31, 2011 and June 30, 2012, respectively)	572,377	543,467
Deferred income taxes	14,446	43,235
Prepaid expenses and other	97,489	105,537
Assets of discontinued operations		7,256
Total Current Assets	891,154	914,450
Property, Plant and Equipment:
Property, plant and equipment	4,255,559	4,232,594
Less-Accumulated depreciation	(1,879,212)	(1,825,511)
Property, Plant and Equipment, net	2,376,347	2,407,083
Other Assets, net:
Goodwill	2,321,810	2,254,268
Customer relationships and acquisition costs	447,197	410,149
Deferred financing costs	32,907	35,798
Other	17,797	19,510
Total Other Assets, net	2,819,711	2,719,725
Total Assets	6,087,212	6,041,258
Current Liabilities:
Current portion of long-term debt	62,837	73,320
Accounts payable	136,666	156,381
Accrued expenses	378,368	418,831
Deferred revenue	202,855	197,181
Liabilities of discontinued operations		3,317
Total Current Liabilities	780,726	849,030
Long-term Debt, net of current portion	3,430,157	3,280,268
Other Long-term Liabilities	61,501	53,169
Deferred Rent	96,440	97,177
Deferred Income Taxes	468,064	507,358
Commitments and Contingencies (see Note 8)
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 172,140,966 shares and 171,635,277 shares as of December 31, 2011 and June 30, 2012, respectively)	1,716	1,721
Additional paid-in capital	332,369	343,603
Retained earnings	906,811	902,567
Accumulated other comprehensive items, net	(1,285)	(2,203)
Total Iron Mountain Incorporated Stockholders' Equity	1,239,611	1,245,688
Noncontrolling Interests	10,713	8,568
Total Equity	1,250,324	1,254,256
Total Liabilities and Equity	$ 6,087,212	$ 6,041,258

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents	$ 170,230	$ 179,845	$ 271,424	$ 258,693
Restricted cash	36,612	35,110
Accounts Receivable	572,377	543,467
Other Current Assets	111,935	148,772
Assets of Discontinued Operations		7,256
Total Current Assets	891,154	914,450
Property, Plant and Equipment, Net	2,376,347	2,407,083
Other Assets, net:
Goodwill	2,321,810	2,254,268
Other	497,901	465,457
Total Other Assets, net	2,819,711	2,719,725
Total Assets	6,087,212	6,041,258	6,417,359
LIABILITIES AND EQUITY
Current Portion of Long-term Debt	62,837	73,320
Liabilities of Discontinued Operations		3,317
Total Other Current Liabilities	717,889	772,393
Long-term Debt, Net of Current Portion	3,430,157	3,280,268
Other Long-term Liabilities	626,005	657,704
Commitments and Contingencies (see Note 8)
Total Iron Mountain Incorporated Stockholders' Equity	1,239,611	1,245,688
Noncontrolling Interests	10,713	8,568
Total Equity	1,250,324	1,254,256	2,051,712	1,952,865
Total Liabilities and Equity	6,087,212	6,041,258
Parent
Current Assets:
Cash and cash equivalents		3,428		13,909
Restricted cash	36,612	35,110
Intercompany Receivable	812,395	905,451
Other Current Assets	2,569	2,016
Total Current Assets	851,576	946,005
Property, Plant and Equipment, Net	1,402	1,490
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	982,974	928,182
Investment in Subsidiaries	1,863,816	1,828,712
Other	25,066	27,226
Total Other Assets, net	2,871,856	2,784,120
Total Assets	3,724,834	3,731,615
LIABILITIES AND EQUITY
Current Portion of Long-term Debt	682	658
Total Other Current Liabilities	100,285	100,921
Long-term Debt, Net of Current Portion	2,373,372	2,378,040
Long-term Notes Payable to Affiliates and Intercompany Payable	1,000	1,000
Other Long-term Liabilities	9,884	5,308
Total Iron Mountain Incorporated Stockholders' Equity	1,239,611	1,245,688
Total Equity	1,239,611	1,245,688
Total Liabilities and Equity	3,724,834	3,731,615
Guarantors
Current Assets:
Cash and cash equivalents	11,479	10,750	153,604	121,584
Accounts Receivable	353,628	334,658
Other Current Assets	63,769	103,899
Total Current Assets	428,876	449,307
Property, Plant and Equipment, Net	1,453,288	1,480,785
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,000	1,000
Investment in Subsidiaries	1,602,642	1,563,690
Goodwill	1,534,476	1,529,359
Other	242,249	240,557
Total Other Assets, net	3,380,367	3,334,606
Total Assets	5,262,531	5,264,698
LIABILITIES AND EQUITY
Intercompany Payable	708,287	856,808
Current Portion of Long-term Debt	43,961	46,967
Total Other Current Liabilities	421,212	453,648
Long-term Debt, Net of Current Portion	793,847	630,118
Long-term Notes Payable to Affiliates and Intercompany Payable	982,488	946,153
Other Long-term Liabilities	471,677	528,897
Total Iron Mountain Incorporated Stockholders' Equity	1,841,059	1,802,107
Total Equity	1,841,059	1,802,107
Total Liabilities and Equity	5,262,531	5,264,698
Canada Company
Current Assets:
Cash and cash equivalents	78,636	68,907	40,721	37,652
Accounts Receivable	42,028	40,115
Intercompany Receivable	6,765	4,639
Other Current Assets	5,160	3,323
Total Current Assets	132,589	116,984
Property, Plant and Equipment, Net	201,329	200,755
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	5,420	2,961
Goodwill	197,995	196,989
Other	9,572	9,804
Total Other Assets, net	212,987	209,754
Total Assets	546,905	527,493
LIABILITIES AND EQUITY
Current Portion of Long-term Debt	2,747	2,658
Total Other Current Liabilities	29,003	31,407
Long-term Debt, Net of Current Portion	187,288	185,953
Other Long-term Liabilities	35,144	31,418
Total Iron Mountain Incorporated Stockholders' Equity	292,723	276,057
Total Equity	292,723	276,057
Total Liabilities and Equity	546,905	527,493
Non-Guarantors
Current Assets:
Cash and cash equivalents	80,115	96,760	77,099	85,548
Accounts Receivable	176,721	168,694
Other Current Assets	40,437	40,538
Assets of Discontinued Operations		7,256
Total Current Assets	297,273	313,248
Property, Plant and Equipment, Net	720,328	724,053
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		15,010
Goodwill	589,339	527,920
Other	221,014	187,870
Total Other Assets, net	810,353	730,800
Total Assets	1,827,954	1,768,101
LIABILITIES AND EQUITY
Intercompany Payable	110,873	53,282
Current Portion of Long-term Debt	15,447	23,037
Liabilities of Discontinued Operations		3,317
Total Other Current Liabilities	167,389	187,421
Long-term Debt, Net of Current Portion	75,650	86,157
Long-term Notes Payable to Affiliates and Intercompany Payable	5,906
Other Long-term Liabilities	109,300	92,081
Total Iron Mountain Incorporated Stockholders' Equity	1,332,676	1,314,238
Noncontrolling Interests	10,713	8,568
Total Equity	1,343,389	1,322,806
Total Liabilities and Equity	1,827,954	1,768,101
Eliminations
Current Assets:
Intercompany Receivable	(819,160)	(910,090)
Other Current Assets		(1,004)
Total Current Assets	(819,160)	(911,094)
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	(989,394)	(947,153)
Investment in Subsidiaries	(3,466,458)	(3,392,402)
Total Other Assets, net	(4,455,852)	(4,339,555)
Total Assets	(5,275,012)	(5,250,649)
LIABILITIES AND EQUITY
Intercompany Payable	(819,160)	(910,090)
Total Other Current Liabilities		(1,004)
Long-term Notes Payable to Affiliates and Intercompany Payable	(989,394)	(947,153)
Total Iron Mountain Incorporated Stockholders' Equity	(3,466,458)	(3,392,402)
Total Equity	(3,466,458)	(3,392,402)
Total Liabilities and Equity	$ (5,275,012)	$ (5,250,649)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Income (Loss)	$ 38,917	$ 253,047	$ 94,897	$ 327,666
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(26,845)	18,996	1,102	41,474
Total Other Comprehensive Income (Loss)	(26,845)	18,996	1,102	41,474
Comprehensive Income (Loss)	12,072	272,043	95,999	369,140
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	588	558	1,676	1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$ 11,484	$ 271,485	$ 94,323	$ 367,463

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Summary of Significant Accounting Policies (Details 6) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012 fund bank	Jun. 30, 2011	Jun. 30, 2012 fund bank	Jun. 30, 2011	Dec. 31, 2011 fund bank
Income (Loss) Per Share-Basic and Diluted
Income (Loss) from Continuing Operations	$ 41,441	$ 67,460	$ 102,514	$ 148,636
Total income (Loss) from discontinued operations (see Note 10)	(2,524)	185,587	(7,617)	179,030
Net Income (Loss) Attributable to Iron Mountain Incorporated	38,055	252,684	93,405	326,144
Weighted-average shares-basic	171,296,000	201,653,000	171,308,000	200,941,000
Effect of dilutive potential stock options (in shares)	753,385	1,538,373	737,087	1,266,761
Effect of dilutive potential restricted stock, RSUs and PUs (in shares)	181,292	119,319	181,580	73,489
Weighted-average shares-diluted	172,231,000	203,311,000	172,227,000	202,281,000
Earnings (Losses) per share-basic:
Income (Loss) from continuing operations (in dollars per share)	$ 0.24	$ 0.33	$ 0.60	$ 0.74
Total income (Loss) from Discontinued Operations (see Note 10) (in dollars per share)	$ (0.01)	$ 0.92	$ (0.04)	$ 0.89
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.22	$ 1.25	$ 0.55	$ 1.62
Earnings (Losses) per share-diluted:
Income (Loss) from continuing operations (in dollars per share)	$ 0.24	$ 0.33	$ 0.60	$ 0.73
Total income (Loss) from Discontinued Operations (see Note 10) (in dollars per share)	$ (0.01)	$ 0.91	$ (0.04)	$ 0.89
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.22	$ 1.24	$ 0.54	$ 1.61
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares)	1,885,060	2,126,488	1,965,338	5,413,769
Income Taxes:
Effective tax rates (as a percent)	54.20%	31.00%	42.00%	24.00%
Statutory income tax rate (as a percent)	35.00%	35.00%	35.00%	35.00%
Reduction in effective income tax rate as a result of foreign currency loss (as a percent)		2.20%		7.00%
Increase in effective income tax rate as a result of foreign currency gain (as a percent)	10.20%		0.90%
Gross interest and penalties recorded	247	(647)	(2)	(1,256)
Accrued interest and penalties recorded	2,817		2,817		2,819
Undistributed earning of foreign subsidiaries	36,000		36,000
Reclasification of long-term deferred income tax liabilities	44,000		44,000
Concentrations of Credit Risk
Number of global banks with cash, cash equivalent and restricted cash held on deposit	5		5		5
Number of "Triple A" rated money market funds with cash, cash equivalent and restricted cash held on deposit	2		2		1
Maximum investment limit in any one mutual fund or financial institution			75,000
Cash, cash equivalent and restricted cash	206,842		206,842		214,955
Money market funds and time deposits	$ 170,409		$ 170,409		$ 181,823

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Changes in the carrying value of goodwill attributable to each reportable operating segment

	North American Business		International Business			Total Consolidated
Gross Balance as of December 31, 2011	$	2,010,241	$	564,044		$	2,574,285
Deductible goodwill acquired during the year		5,118		64,010			69,128
Currency effects		1,166		(2,763	)		(1,597	)
Gross Balance as of June 30, 2012	$	2,016,525	$	625,291		$	2,641,816
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655		$	320,017
Currency effects		59		(70	)		(11	)
Accumulated Amortization Balance as of June 30, 2012	$	261,421	$	58,585		$	320,006
Net Balance as of December 31, 2011	$	1,748,879	$	505,389		$	2,254,268
Net Balance as of June 30, 2012	$	1,755,104	$	566,706		$	2,321,810
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of June 30, 2012	$	85,909	$	46,500		$	132,409

Components of amortizable intangible assets

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	649,920	$	(202,723	)	$	447,197
Core Technology(1)		3,651		(2,654	)		997
Trademarks and Non-Compete Agreements(1)		3,078		(2,606	)		472
Deferred Financing Costs		54,940		(22,033	)		32,907
Total	$	711,589	$	(230,016	)	$	481,573

(1)

Included in other assets, net in the accompanying consolidated balance sheet.

Stock-based compensation expense related to continuing operations

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	45	$	302	$	320	$	517
Selling, general and administrative expenses		3,555		6,015		7,719		15,600
Total stock-based compensation	$	3,600	$	6,317	$	8,039	$	16,117

Summary of the weighted average assumptions used for stock option grants

	Six Months Ended June 30,
Weighted Average Assumptions	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.47	%		1.24	%
Expected dividend yield		3	%		3	%
Expected life		6.3 years			6.3 years

Summary of stock option activity

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic value
Outstanding at December 31, 2011		7,118,458		$	25.73
Granted		21,472			28.86
Exercised		(412,728	)		23.48
Forfeited		(171,402	)		25.83
Expired		(28,291	)		33.03
Outstanding at June 30, 2012		6,527,509		$	25.85		6.24	$	47,476
Options exercisable at June 30, 2012		4,236,162		$	25.69		5.48	$	31,678
Options expected to vest		2,118,795		$	26.16		7.63	$	14,594

Aggregate intrinsic value of stock options exercised

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	22,862	$	2,308	$	28,909	$	3,372

Summary of restricted stock and RSUs activity

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	28.85
Granted		781,815			29.48
Vested		(204,794	)		29.12
Forfeited		(26,110	)		28.96
Non-vested at June 30, 2012		1,161,862		$	29.22

Summary of Performance Unit (PU) activity

	PUs Original Awards			PUs Adjustment(1)			Total PUs Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		112,749			—			112,749		$	29.06
Granted		221,781			12,012			233,793			28.87
Vested		(124,914	)		(5,013	)		(129,927	)		29.47
Forfeited		(3,381	)		—			(3,381	)		28.11
Non-vested at June 30, 2012		206,235			6,999			213,234		$	28.61

(1)

Represents the additional number of PUs based on either (a) the final performance criteria achievement at the end of the one-year performance period or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Calculation of basic and diluted net income (loss) per share attributable to the entity

	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2012			2011		2012
Income (Loss) from continuing operations	$	67,460	$	41,441		$	148,636	$	102,514
Total income (loss) from discontinued operations (see Note 10)	$	185,587	$	(2,524	)	$	179,030	$	(7,617	)
Net income (loss) attributable to Iron Mountain Incorporated	$	252,684	$	38,055		$	326,144	$	93,405
Weighted-average shares—basic		201,653,000		171,296,000			200,941,000		171,308,000
Effect of dilutive potential stock options		1,538,373		753,385			1,266,761		737,087
Effect of dilutive potential restricted stock, RSUs and PUs		119,319		181,292			73,489		181,580
Weighted-average shares—diluted		203,310,692		172,230,677			202,281,250		172,226,667
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.74	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.92	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	1.25	$	0.22		$	1.62	$	0.55
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.73	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.91	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	1.24	$	0.22		$	1.61	$	0.54
Antidilutive stock options, RSUs and PUs, excluded from the calculation		2,126,488		1,885,060			5,413,769		1,965,338

Assets and liabilities carried at fair value measured on a recurring basis

			Fair Value Measurements at December 31, 2011 Using
Description	Total Carrying Value at December 31, 2011		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	35,110	$	—		$	35,110		$	—
Time Deposits(1)		146,713		—			146,713			—
Trading Securities		9,124		8,497	(2)		627	(1)		—
Derivative Assets(3)		2,803		—			2,803			—
Derivative Liabilities(3)		435		—			435			—

			Fair Value Measurements at June 30, 2012 Using
Description	Total Carrying Value at June 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	71,046	$	—		$	71,046		$	—
Time Deposits(1)		99,363		—			99,363			—
Trading Securities		9,760		8,986	(2)		774	(1)		—
Derivative Assets(3)		2,609		—			2,609			—
Derivative Liabilities(3)		731		—			731			—

(1)

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

(2)

Securities are measured at fair value using quoted market prices.

(3)

Our derivative assets and liabilities primarily relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling and Australian dollars. 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.

Other expense (income), net

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Foreign currency transaction losses (gains), net	$	1,853		$	11,761		$	(1,243	)	$	9,186
Debt extinguishment expense, net		1,843			—			993			—
Other, net		(1,075	)		(1,695	)		(6,087	)		(2,424	)
	$	2,621		$	10,066		$	(6,337	)	$	6,762

XML

Summary of Significant Accounting Policies (Details 7) (Fair value measured on recurring basis, USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Total Carrying Value
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	$ 71,046	$ 35,110
Time deposits	99,363	146,713
Trading securities	9,760	9,124
Derivative assets	2,609	2,803
Derivative liabilities	731	435
Quoted prices in active markets (Level 1)
Assets and liabilities carried at fair value measured on a recurring basis
Trading securities	8,986	8,497
Significant other observable inputs (Level 2)
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	71,046	35,110
Time deposits	99,363	146,713
Trading securities	774	627
Derivative assets	2,609	2,803
Derivative liabilities	$ 731	$ 435

XML

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2012

Acquisitions

Summary of cumulative consideration paid for acquisitions and preliminary allocation of purchase price

Cash Paid (gross of cash acquired)	$	112,404
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,669
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		13,463
Property, Plant and Equipment(1)		6,476
Customer Relationship Assets(2)		50,830
Liabilities Assumed and Deferred Income Taxes(3)		(22,228	)
Total Fair Value of Identifiable Net Assets Acquired		48,541
Recorded Goodwill	$	69,128

(1)

Consists primarily of racking, leasehold improvements and computer hardware and software.

(2)

The weighted average life of customer relationship assets associated with acquisitions to date in 2012 was 17 years.

(3)

Consists primarily of accounts payable, accrued expenses and deferred income taxes.

XML

CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Items, Net	Noncontrolling Interests
Balance at Dec. 31, 2010	$ 1,952,865	$ 2,001	$ 1,228,655	$ 685,310	$ 29,482	$ 7,417
Balance (in shares) at Dec. 31, 2010		200,064,066
Increase (Decrease) in Stockholders' Equity
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $254 and $57 for the six months ended June 30, 2012 and 2011, respectively	79,493	32	79,461
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $254 and $57 for the six months ended June 30, 2012 and 2011, respectively (in shares)		3,191,546
Stock repurchases	(260,970)	(4)	(260,966)
Stock repurchases (in shares)		(384,169)
Parent cash dividends declared	(88,225)			(88,225)
Currency translation adjustment	41,474				41,319	155
Net income (loss)	327,666			326,144		1,522
Noncontrolling interests equity contributions	217					217
Noncontrolling interests dividends	(808)					(808)
Balance at Jun. 30, 2011	2,051,712	2,029	1,047,150	923,229	70,801	8,503
Balance (in shares) at Jun. 30, 2011		202,871,443
Balance at Dec. 31, 2011	1,254,256	1,721	343,603	902,567	(2,203)	8,568
Balance (in shares) at Dec. 31, 2011	172,140,966	172,140,966
Increase (Decrease) in Stockholders' Equity
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $254 and $57 for the six months ended June 30, 2012 and 2011, respectively	23,449	6	23,443
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $254 and $57 for the six months ended June 30, 2012 and 2011, respectively (in shares)		597,460
Stock repurchases	(34,688)	(11)	(34,677)
Stock repurchases (in shares)		(1,103,149)
Parent cash dividends declared	(89,161)			(89,161)
Currency translation adjustment	1,102				918	184
Net income (loss)	94,897			93,405		1,492
Noncontrolling interests equity contributions	46					46
Noncontrolling interests dividends	(577)					(577)
Parent purchase of noncontrolling interests	1,000					1,000
Balance at Jun. 30, 2012	$ 1,250,324	$ 1,716	$ 332,369	$ 906,811	$ (1,285)	$ 10,713
Balance (in shares) at Jun. 30, 2012	171,635,277	171,635,277

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 24,318	$ 23,277
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	400,000,000	400,000,000
Common stock, issued shares	171,635,277	172,140,966
Common stock, outstanding shares	171,635,277	172,140,966

XML

Segment Information

6 Months Ended

Jun. 30, 2012

Segment Information

Segment Information

(7) Segment Information

        Our reportable operating segments and Corporate are described as follows:

• •

  North American Business—information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Hard Copy"); the storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations ("Data Protection"); information destruction services ("Destruction"); the scanning, imaging and document conversion services of active and inactive records ("Hybrid Services"); the storage, assembly, and detailed reporting of customer marketing literature and delivery to sales offices, trade shows and prospective customers' sites based on current and prospective customer orders ("Fulfillment"); and technology escrow services that protect and manage source code.

  •

  International Business—information management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and Hybrid Services. Our European operations provide Hard Copy, Data Protection and Hybrid Services throughout Europe and Destruction services are primarily provided in the United Kingdom and Ireland. Our Latin America operations provide Hard Copy, Data Protection, Destruction and Hybrid Services throughout Argentina, Brazil, Chile, Mexico and Peru. Our Asia Pacific operations provide Hard Copy, Data Protection, Destruction and Hybrid Services throughout Australia, with Hard Copy and Data Protection services also provided in certain cities in India, Singapore, Hong Kong-SAR and China.

  •

  Corporate—consists of costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Corporate also includes stock-based employee compensation expense associated with all Employee Stock-Based Awards.

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

	North American Business		International Business		Corporate			Total Consolidated
Three Months Ended June 30, 2011
Total Revenues	$	557,513	$	201,038	$	—		$	758,551
Depreciation and Amortization		45,629		25,065		8,174			78,868
Depreciation		42,577		21,105		8,138			71,820
Amortization		3,052		3,960		36			7,048
Adjusted OIBDA		242,123		39,449		(53,987	)		227,585
Expenditures for Segment Assets		32,813		59,798		3,016			95,627
Capital Expenditures		25,662		18,298		3,016			46,976
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
Three Months Ended June 30, 2012
Total Revenues		551,879		200,286		—			752,165
Depreciation and Amortization		45,272		24,364		7,874			77,510
Depreciation		42,134		19,631		7,841			69,606
Amortization		3,138		4,733		33			7,904
Adjusted OIBDA		236,268		42,325		(43,003	)		235,590
Expenditures for Segment Assets		29,932		122,181		2,940			155,053
Capital Expenditures		25,763		22,742		2,940			51,445
Cash Paid for Acquisitions, Net of Cash acquired		225		98,247		—			98,472
Additions to Customer Relationship and Acquisition Costs		3,944		1,192		—			5,136
Six Months Ended June 30, 2011
Total Revenues		1,112,811		391,749		—			1,504,560
Depreciation and Amortization		91,045		50,486		17,500			159,031
Depreciation		85,030		42,704		17,424			145,158
Amortization		6,015		7,782		76			13,873
Adjusted OIBDA		470,098		78,327		(103,541	)		444,884
Total Assets(1)		4,377,454		1,846,832		193,073			6,417,359
Expenditures for Segment Assets		68,863		107,522		9,048			185,433
Capital Expenditures		54,447		35,689		9,048			99,184
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736		—			75,172
Additions to Customer Relationship and Acquisition Costs		8,980		2,097		—			11,077
Six Months Ended June 30, 2012
Total Revenues		1,104,189		394,474		—			1,498,663
Depreciation and Amortization		89,787		49,770		15,961			155,518
Depreciation		83,531		40,331		15,893			139,755
Amortization		6,256		9,439		68			15,763
Adjusted OIBDA		462,615		85,885		(92,370	)		456,130
Total Assets(1)		4,188,837		1,740,542		157,833			6,087,212
Expenditures for Segment Assets		69,268		142,475		11,052			222,795
Capital Expenditures		53,696		42,613		11,052			107,361
Cash Paid for Acquisitions, Net of Cash acquired		9,043		98,247		—			107,290
Additions to Customer Relationship and Acquisition Costs		6,529		1,615		—			8,144

(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. Adjusted OIBDA for each segment is defined as operating income before depreciation, amortization, intangible impairments and (gain) loss on disposal/write-down of property, plant and equipment, net directly attributable to the segment. Internally, we use Adjusted OIBDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

        A reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	227,585		$	235,590		$	444,884		$	456,130
Less: Depreciation and Amortization		78,868			77,510			159,031			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(220	)		(607	)		(684	)		112
Interest Expense, Net		48,604			58,216			97,222			117,000
Other Expense (Income), Net		2,621			10,066			(6,337	)		6,762
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	97,712		$	90,405		$	195,652		$	176,738

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 23, 2012
Document and Entity Information
Entity Registrant Name	IRON MOUNTAIN INC
Entity Central Index Key	0001020569
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		171,639,223
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies

Commitments and Contingencies

(8) Commitments and Contingencies

a.

Litigation

        We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably estimable. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and estimable, accrued an amount that represents our estimate of any probable loss associated with such matter. In addition, we have estimated a reasonably possible range for all loss contingencies including those described below. We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $40,000 over the next several years.

b.

Patent Infringement Lawsuit

        In August 2010, we were named as a defendant in a patent infringement suit filed in the U.S. District Court for the Eastern District of Texas by Oasis Research, LLC. The plaintiff alleges that the technology found in our Connected and LiveVault products infringed certain U.S. patents owned by the plaintiff and seeks an unspecified amount of damages. The trial is scheduled to begin on March 4, 2013. As part of the sale of our Digital Business, discussed at Note 10, our Connected and LiveVault products were sold to Autonomy, and Autonomy has assumed this obligation and the defense of this litigation and has agreed to indemnify us against any losses.

c.

Government Contract Billing Matter

        Since October 2001, we have provided services to the U.S. Government under several General Services Administration ("GSA") multiple award schedule contracts (the "Schedules"). The earliest of the Schedules was renewed in October 2006 with certain modifications to its terms. The Schedules contain a price reductions clause ("Price Reductions Clause") that requires us to offer to reduce the prices billed to the Government under the Schedules to correspond to the prices billed to certain benchmark commercial customers. Over the five years and nine months ended June 30, 2012 we billed approximately $50,000 under the Schedules. In 2011, we initiated an internal review covering the contract period commencing in October 2006, and we discovered potential non-compliance with the Price Reductions Clause. We voluntarily disclosed the potential non-compliance to the GSA and its Office of Inspector General ("OIG") in June 2011.

        We continue to review this matter and will provide the GSA and OIG with information regarding our pricing practices and the proposed pricing adjustment amount to be refunded. The GSA and OIG, however, may not agree with our determination of the refund amount and may request additional pricing adjustments, refunds, civil penalties, up to treble damages and/or interest related to our Schedules.

        In April 2012, the U.S. Government sent us a subpoena seeking information that substantially overlaps with the subjects that are covered by the voluntary disclosure process that we initiated with the GSA and OIG in June 2011, except that the subpoena seeks information dating back to 2000. Despite the substantial overlap, we understand that the subpoena relates to a separate inquiry, under the civil False Claims Act, that has been initiated independent of the GSA and OIG voluntary disclosure matter. We cannot determine at this time whether this separate inquiry will result in liability in addition to the amount that may be paid in connection with the voluntary disclosure to the OIG and GSA described above.

        Given the above, it is reasonably possible that an adjustment to our estimates may be required in the future as a result of updated facts and circumstances. To the extent that an adjustment to our estimates is necessary in a future period, we will assess, at that time, whether the adjustment is a result of a change in estimate or the correction of an error. A change in estimate would be reflected as an adjustment through the then-current period statement of operations. A correction of an error would require a quantitative and qualitative analysis to determine the approach to correcting the error. A correction of an error could be reflected in the then-current period statement of operations or as a restatement of prior period financial information, depending upon the underlying facts and circumstances and our quantitative and qualitative analysis.

d.

State of Massachusetts Notices of Assessment

        During the second quarter of 2012, we received notices of assessment from the state of Massachusetts related to a corporate excise audit of the 2004 through 2006 tax years in the aggregate amount of $8,191, including tax, interest and penalties through the assessment date. In addition, we are currently under a corporate excise audit by the state of Massachusetts for the 2007 and 2008 tax years. The final outcome of this audit may result in an assessment of corporate excise tax, which is comprised of two measures, an income tax, which is a component of the provision for income taxes, and a net worth tax, which is an operating charge. We will appeal the assessments to the Massachusetts Appellate Tax Board. We intend to defend this matter vigorously.

e.

Italy Fire

        We experienced a fire at a facility we leased in Aprilla, Italy on November 4, 2011. The cause of the fire is currently being investigated. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building was a total loss. We believe we carry adequate insurance and continue to assess the impact of the fire but do not expect that this event will have a material impact to our consolidated financial condition, results of operations and cash flows. As discussed at Note 10, we sold our Italian Business on April 27, 2012 and we indemnified the buyers related to certain obligations and contingencies associated with the fire.

        Our policy related to business interruption insurance recoveries is to record gains within other (income) expense, net in our consolidated statement of operations and proceeds received within cash flows from operating activities in our consolidated statement of cash flows. Such amounts are recorded in the period the cash is received. Our policy with respect to involuntary conversion of property, plant and equipment is to record any gain or loss within (gain) loss on disposal/write-down of property, plant and equipment, net within operating income in our consolidated statement of operations and proceeds received within cash flows from investing activities within our consolidated statement of cash flows. Losses are recorded when incurred and gains are recorded in the period when the cash received exceeds the carrying value of the related property, plant and equipment. As a result of the sale of the Italian Business, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended						3 Months Ended		6 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Storage rental							$ 433,436	$ 419,146	$ 858,777	$ 834,851
Service							318,729	339,405	639,886	669,709
Total Revenues							752,165	758,551	1,498,663	1,504,560
Operating Expenses:
Cost of sales (excluding depreciation and amortization)							313,060	307,577	628,358	623,532
Selling, general and administrative							203,515	223,389	414,175	436,144
Depreciation and amortization							77,510	78,868	155,518	159,031
(Gain) Loss on disposal/write-down of property, plant and equipment, net							(607)	(220)	112	(684)
Total Operating Expenses							593,478	609,614	1,198,163	1,218,023
Operating Income (Loss)							158,687	148,937	300,500	286,537
Interest Expense, Net (includes Interest Income of $493 and $810 for the three months ended and $1,044 and $1,355 for the six months ended June 30, 2011 and 2012, respectively)							58,216	48,604	117,000	97,222
Other Expense (Income), Net							10,066	2,621	6,762	(6,337)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes							90,405	97,712	176,738	195,652
Provision (Benefit) for Income Taxes							48,964	30,252	74,224	47,016
Income (Loss) from Continuing Operations							41,441	67,460	102,514	148,636
Income (Loss) from Discontinued Operations, Net of Tax							(639)	(7,762)	(5,732)	(14,319)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax							(1,885)	193,349	(1,885)	193,349
Net Income (Loss)							38,917	253,047	94,897	327,666
Less: Net Income (Loss) Attributable to Noncontrolling Interests							862	363	1,492	1,522
Net Income (Loss) Attributable to Iron Mountain Incorporated							$ 38,055	$ 252,684	$ 93,405	$ 326,144
Earnings (Losses) per Share-Basic:
Income (Loss) from Continuing Operations (in dollars per share)							$ 0.24	$ 0.33	$ 0.60	$ 0.74
Total Income (Loss) from Discontinued Operations (in dollars per share)							$ (0.01)	$ 0.92	$ (0.04)	$ 0.89
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)							$ 0.22	$ 1.25	$ 0.55	$ 1.62
Earnings (Losses) per Share-Diluted:
Income (Loss) from Continuing Operations (in dollars per share)							$ 0.24	$ 0.33	$ 0.60	$ 0.73
Total Income (Loss) from Discontinued Operations (in dollars per share)							$ (0.01)	$ 0.91	$ (0.04)	$ 0.89
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)							$ 0.22	$ 1.24	$ 0.54	$ 1.61
Weighted Average Common Shares Outstanding-Basic (in shares)							171,296	201,653	171,308	200,941
Weighted Average Common Shares Outstanding-Diluted (in shares)							172,231	203,311	172,227	202,281
Dividends Declared per Common Share (in dollars per share)	$ 0.2700	$ 0.2500	$ 0.2500	$ 0.2500	$ 0.2500	$ 0.1875	$ 0.2700	$ 0.2500	$ 0.5200	$ 0.4375

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

• a.

  Principles of Consolidation

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

• b.

  Cash, 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.

        We have restricted cash associated with a collateral trust agreement with our insurance carrier related to our worker's compensation self-insurance program. The restricted cash subject to this agreement was $35,110 and $36,612 as of December 31, 2011 and June 30, 2012, 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 U.S., 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 (1) our 7¹/4% GBP Senior Subordinated Notes due 2014, (2) our 6³/4% Euro Senior Subordinated Notes due 2018, (3) the borrowings in certain foreign currencies under our revolving credit agreement and (4) 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 $1,853 and a net gain of $1,243 for the three and six months ended June 30, 2011, respectively. The total gain or loss on foreign currency transactions amounted to a net loss of $11,761 and $9,186 for the three and six months ended June 30, 2012, 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. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the life over which our intangible assets are amortized is necessary or more frequently if events or circumstances warrant.

        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, 2011 and noted no impairment of goodwill. However, as a result of an interim triggering event as discussed below, we recorded a provisional goodwill impairment charge in the third quarter of 2011 associated with our Western European operations that was finalized in the fourth quarter of 2011. As of December 31, 2011 and June 30, 2012, no factors were identified that would alter our October 1, 2011 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.

        In September 2011, as a result of certain changes we made in the manner in which our European operations are managed, we reorganized our reporting structure and reassigned goodwill among the revised reporting units. Previously, we tested goodwill impairment at the European level on a combined basis. As a result of the management and reporting changes, we concluded that we have three reporting units for our European operations: (1) United Kingdom, Ireland and Norway ("UKI"); (2) Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); and (3) the remaining countries in Europe ("Central Europe"). Due to these changes, we will perform all future goodwill impairment analyses on the new reporting unit basis. As a result of the restructuring of our reporting units, we concluded that we had an interim triggering event, and, therefore, we performed an interim goodwill impairment test for UKI, Western Europe and Central Europe in the third quarter of 2011 as of August 31, 2011. As required by GAAP, prior to our goodwill impairment analysis, we performed an impairment assessment on the long-lived assets within our UKI, Western Europe and Central Europe reporting units and noted no impairment, except for the Italian Business, which was included in our Western Europe reporting unit, and which is now included in discontinued operations as discussed in Note 10. Based on our analysis, we concluded that the goodwill of our UKI and Central Europe reporting units was not impaired. Our UKI and Central Europe reporting units had fair values that exceeded their carrying values by 15.1% and 4.9%, respectively, as of August 31, 2011. Central Europe 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 UKI or Central Europe businesses or their failure to achieve the forecasted results could lead to impairments in future periods. Our Western Europe reporting unit's fair value was less than its carrying value, and, as a result, we recorded a goodwill impairment charge of $46,500 included as a component of intangible impairments from continuing operations in our consolidated statements of operations for the year ended December 31, 2011. See Note 10 for the portion of the charge allocated to the Italian Business based on a relative fair value basis.

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2011 were as follows: North America; UKI; Western Europe; Central Europe; Latin America; Australia; and Joint Ventures (which includes India, our various joint ventures in Southeast Asia and Russia (referred to as "Joint Ventures")). As of December 31, 2011, the carrying value of goodwill, net amounted to $1,748,879, $306,150, $46,439, $63,781, $27,322, and $61,697 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, respectively. Our Joint Ventures reporting unit has no goodwill as of December 31, 2011 and June 30, 2012. Our North America, Latin America and Australia reporting units had estimated fair values as of October 1, 2011 that exceeded their carrying values by greater than 40%. As of June 30, 2012, the carrying value of goodwill, net amounted to $1,755,104, $308,148, $44,157, $81,448, $71,066, and $61,887 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, 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, 2012 is as follows:

	North American Business		International Business			Total Consolidated
Gross Balance as of December 31, 2011	$	2,010,241	$	564,044		$	2,574,285
Deductible goodwill acquired during the year		5,118		64,010			69,128
Currency effects		1,166		(2,763	)		(1,597	)
Gross Balance as of June 30, 2012	$	2,016,525	$	625,291		$	2,641,816
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655		$	320,017
Currency effects		59		(70	)		(11	)
Accumulated Amortization Balance as of June 30, 2012	$	261,421	$	58,585		$	320,006
Net Balance as of December 31, 2011	$	1,748,879	$	505,389		$	2,254,268
Net Balance as of June 30, 2012	$	1,755,104	$	566,706		$	2,321,810
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of June 30, 2012	$	85,909	$	46,500		$	132,409

        The components of our amortizable intangible assets as of June 30, 2012 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	649,920	$	(202,723	)	$	447,197
Core Technology(1)		3,651		(2,654	)		997
Trademarks and Non-Compete Agreements(1)		3,078		(2,606	)		472
Deferred Financing Costs		54,940		(22,033	)		32,907
Total	$	711,589	$	(230,016	)	$	481,573

(1)

Included in other assets, net in the accompanying consolidated balance sheet.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $8,479 and $16,730 for the three and six months ended June 30, 2011, respectively. Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $9,606 and $19,207 for the three and six months ended June 30, 2012, respectively.

• 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, 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 for the three and six months ended June 30, 2012 was $6,317 ($5,061 after tax or $0.03 per basic and diluted share) and $16,117 ($11,908 after tax or $0.07 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,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	45	$	302	$	320	$	517
Selling, general and administrative expenses		3,555		6,015		7,719		15,600
Total stock-based compensation	$	3,600	$	6,317	$	8,039	$	16,117

        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 from continuing operations included $57 and $254 for the six months ended June 30, 2011 and 2012, respectively, from the benefits of tax deductions in excess of recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("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 sooner 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 sooner terminated. As of June 30, 2012, ten-year vesting options represent 7.5% 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 sooner terminated. As of June 30, 2012, three-year vesting options represented 11.8% of total outstanding options. Our non-employee 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, 2011 and 2012 was $7.43 and $7.00 per share, respectively. These 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	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.47	%		1.24	%
Expected dividend yield		3	%		3	%
Expected life		6.3 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. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the historical exercise behavior of employees.

        A summary of option activity for the six months ended June 30, 2012 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic value
Outstanding at December 31, 2011		7,118,458		$	25.73
Granted		21,472			28.86
Exercised		(412,728	)		23.48
Forfeited		(171,402	)		25.83
Expired		(28,291	)		33.03
Outstanding at June 30, 2012		6,527,509		$	25.85		6.24	$	47,476
Options exercisable at June 30, 2012		4,236,162		$	25.69		5.48	$	31,678
Options expected to vest		2,118,795		$	26.16		7.63	$	14,594

        The following table provides the aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2011 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	22,862	$	2,308	$	28,909	$	3,372

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. Certain of our RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $34 of cash dividends on RSUs issued in June 2012. 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, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	28.85
Granted		781,815			29.48
Vested		(204,794	)		29.12
Forfeited		(26,110	)		28.96
Non-vested at June 30, 2012		1,161,862		$	29.22

        The total fair value of restricted stock vested during the three and six months ended June 30, 2011 was $13. The total fair value of restricted stock vested during the three and six months ended June 30, 2012 was $1. The total fair value of RSUs vested during the three and six months ended June 30, 2011 was $462. The total fair value of RSUs vested during the three and six months ended June 30, 2012 was $1,985 and $5,964, respectively.

Performance Units

        Under our various stock option plans, we may also issue grants of performance units ("PUs"). The number of PUs earned is determined based on our performance against predefined targets, which were calendar year revenue growth and return on invested capital ("ROIC") for grants of PUs made in 2011 and 2012. The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned is 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 cliff vesting, three years from the date of the original PU 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 (1) the vesting period, (2) achievement of the retirement criteria, which such achievement may occur as early as one year after the date of grant, or (3) a maximum of three years.

        During the six months ended June 30, 2012, we issued 221,781 PUs. During the one-year performance period, we will forecast the likelihood of achieving the predefined annual revenue growth and ROIC 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 PU 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. The total fair value of earned PUs that vested during the three and six months ended June 30, 2012 was $1,233 and $4,058, respectively. As of June 30, 2012, we expected 100.6% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012, and the closing market price of our common stock was $32.96.

        A summary of PU activity for the six months ended June 30, 2012 is as follows:

	PUs Original Awards			PUs Adjustment(1)			Total PUs Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		112,749			—			112,749		$	29.06
Granted		221,781			12,012			233,793			28.87
Vested		(124,914	)		(5,013	)		(129,927	)		29.47
Forfeited		(3,381	)		—			(3,381	)		28.11
Non-vested at June 30, 2012		206,235			6,999			213,234		$	28.61

(1)

Represents the additional number of PUs based on either (a) the final performance criteria achievement at the end of the one-year performance period or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an employee stock purchase plan (the "ESPP") in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements. 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, 2011 and 2012, there were 82,267 shares and 88,672 shares, respectively, purchased under the ESPP. The number of shares available for purchase under the ESPP at June 30, 2012 was 311,089.

        As of June 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $52,757 and is expected to be recognized over a weighted-average period of 2.6 years.

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

• f.

  Income (Loss) Per Share—Basic and Diluted

        Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as 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 income (loss) per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2012			2011		2012
Income (Loss) from continuing operations	$	67,460	$	41,441		$	148,636	$	102,514
Total income (loss) from discontinued operations (see Note 10)	$	185,587	$	(2,524	)	$	179,030	$	(7,617	)
Net income (loss) attributable to Iron Mountain Incorporated	$	252,684	$	38,055		$	326,144	$	93,405
Weighted-average shares—basic		201,653,000		171,296,000			200,941,000		171,308,000
Effect of dilutive potential stock options		1,538,373		753,385			1,266,761		737,087
Effect of dilutive potential restricted stock, RSUs and PUs		119,319		181,292			73,489		181,580
Weighted-average shares—diluted		203,310,692		172,230,677			202,281,250		172,226,667
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.74	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.92	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	1.25	$	0.22		$	1.62	$	0.55
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.73	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.91	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	1.24	$	0.22		$	1.61	$	0.54
Antidilutive stock options, RSUs and PUs, excluded from the calculation		2,126,488		1,885,060			5,413,769		1,965,338

• g.

  Revenues

        Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value added taxes. Storage rental 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, which relate to physical and digital records, 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, technology 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 rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the applicable storage rental 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 products are shipped to the customer and title has passed to the customer. Revenues from the sales of products have historically not been significant.

• h.

  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 potential 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.

• i.

  Income Taxes

        Our effective tax rates for the three and six months ended June 30, 2011 were 31.0% and 24.0%, respectively. Our effective tax rates for the three and six months ended June 30, 2012 were 54.2% and 42.0%, respectively. The primary reconciling items between the federal 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, 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 during the three and six months ended June 30, 2011 by 2.2% and 7.0%, respectively. During the three and six months ended June 30, 2012, 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 2012 effective tax rate by 10.2% and 0.9%, 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. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income from foreign jurisdictions; (2) tax law changes; (3) volatility in foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize foreign tax credits that we generate. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have significant business operations. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.

        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 a reduction of $647 and $1,256 for gross interest and penalties for the three and six months ended June 30, 2011, respectively. We recorded an increase of $247 and a reduction of $2 for gross interest and penalties for the three and six months ended June 30, 2012, respectively. We had $2,819 and $2,817 accrued for the payment of interest and penalties as of December 31, 2011 and June 30, 2012, respectively.

        We have not recorded deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries because such basis differences are not expected to reverse in the foreseeable future and we intend to reinvest indefinitely outside the U.S. These basis differences arose primarily through the undistributed book earnings of our foreign subsidiaries. The basis differences could be reversed through a sale of the subsidiaries, each of which would result in an increase in our provision for income taxes. It is not practicable to calculate the amount of unrecognized deferred tax liability on the book over tax outside basis difference because of the complexities of the hypothetical calculation. As of June 30, 2012, we had approximately $36,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. In the event that we receive a favorable indication from the U.S. Internal Revenue Service with regard to our real estate investment trust ("REIT") private letter ruling requests, we may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries.

        As of June 30, 2012, we have reclassified approximately $44,000 of long-term deferred income tax liabilities against current deferred income taxes and prepaid and other assets included within current assets and against accrued expenses included within current liabilities of our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate as opposed to personal property in conjunction with our potential REIT conversion.

• j.

  Concentrations of Credit Risk

        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 both December 31, 2011 and June 30, 2012 relate to cash and cash equivalents and restricted cash held on deposit with five global banks and one "Triple A" rated money market fund, and five global banks and two "Triple A" rated money market funds, respectively, which we consider to be large, highly-rated investment-grade institutions. As per our risk management investment policy, we limit exposure to concentration of credit risk by limiting the amount invested in any one mutual fund or financial institution to a maximum of $75,000. As of December 31, 2011 and June 30, 2012, our cash and cash equivalents and restricted cash balance was $214,955 and $206,842, respectively, including money market funds and time deposits amounting to $181,823 and $170,409, respectively. A substantial portion of the money market funds is invested in U.S. Treasuries.

• k.

  Fair Value Measurements

        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 of the fair value hierarchy are as follows:

•         Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

          Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

          Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

        The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2011 and June 30, 2012, respectively:

			Fair Value Measurements at December 31, 2011 Using
Description	Total Carrying Value at December 31, 2011		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	35,110	$	—		$	35,110		$	—
Time Deposits(1)		146,713		—			146,713			—
Trading Securities		9,124		8,497	(2)		627	(1)		—
Derivative Assets(3)		2,803		—			2,803			—
Derivative Liabilities(3)		435		—			435			—

			Fair Value Measurements at June 30, 2012 Using
Description	Total Carrying Value at June 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	71,046	$	—		$	71,046		$	—
Time Deposits(1)		99,363		—			99,363			—
Trading Securities		9,760		8,986	(2)		774	(1)		—
Derivative Assets(3)		2,609		—			2,609			—
Derivative Liabilities(3)		731		—			731			—

(1)

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

(2)

Securities are measured at fair value using quoted market prices.

(3)

Our derivative assets and liabilities primarily relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling and Australian dollars. 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.

        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, 2012.

• l.

  New Accounting Pronouncements

        In September 2011, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 allows, but does not require, entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. We adopted ASU 2011-08 as of January 1, 2012. The adoption of ASU 2011-08 did not have an impact on our consolidated financial position, results of operations or cash flows.

• m.

  Use of Estimates

        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.

• n.

  Accumulated Other Comprehensive Items, Net

        Accumulated other comprehensive items, net consists of foreign currency translation adjustments as of December, 31, 2011 and June 30, 2012, respectively.

• o.

  Other Expense (Income), Net

        Other expense (income), net consists of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Foreign currency transaction losses (gains), net	$	1,853		$	11,761		$	(1,243	)	$	9,186
Debt extinguishment expense, net		1,843			—			993			—
Other, net		(1,075	)		(1,695	)		(6,087	)		(2,424	)
	$	2,621		$	10,066		$	(6,337	)	$	6,762

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General

6 Months Ended

Jun. 30, 2012

General

General

(1) General

        The interim consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated ("IMI") is 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 included herein 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, 2011 included in our Annual Report on Form 10-K filed on February 28, 2012.

        On June 2, 2011, we completed the sale (the "Digital Sale") of our online backup and recovery, digital archiving and eDiscovery solutions businesses of our 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"). Additionally, on October 3, 2011, we sold our records management business in New Zealand (the "New Zealand Business"). Also, on April 27, 2012, we sold our records management business in Italy (the "Italian Business"). The financial position, operating results and cash flows of the Digital Business, New Zealand Business and the Italian Business, including the gain on the sale of the Digital Business and the New Zealand Business and the loss on the sale of the Italian Business, for all periods presented, have been reported as discontinued operations for financial reporting purposes. See Note 10 for a further discussion of these events.

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities

Fair value of derivative instruments

	Asset Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	2,803	Prepaid expenses and other	$	2,609
Total		$	2,803		$	2,609

	Liability Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	435	Accrued expenses	$	731
Total		$	435		$	731

Fair value of derivative instruments, amount of (gain) loss recognized in income

		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		2011		2012			2011		2012
Foreign exchange contracts	Other expense (income), net	$	1,349	$	(3,693	)	$	6,270	$	4,278
Total		$	1,349	$	(3,693	)	$	6,270	$	4,278

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Stockholders' Equity Matters

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Matters

Stockholders' Equity Matters

(9) Stockholders' Equity Matters

        Our board of directors has authorized up to $1,200,000 in repurchases of our common stock. All repurchases are subject to stock price, market conditions, corporate and legal requirements and other factors. As of June 30, 2012, we had a remaining amount available for repurchase under our share repurchase program of $66,035, which represents approximately 1% in the aggregate of our outstanding common stock based on the closing stock price on such date.

        In February 2010, our board of directors adopted a dividend policy under which we have paid and in the future intend to pay quarterly cash dividends on our common stock. Declaration and payment of future quarterly dividends is at the discretion of our board of directors. In fiscal year 2011 and in the first six months of 2012, our board of directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Amount		Payment Date
March 11, 2011	$	0.1875	March 25, 2011	$	37,601	April 15, 2011
June 10, 2011		0.2500	June 24, 2011		50,694	July 15, 2011
September 8, 2011		0.2500	September 23, 2011		46,877	October 14, 2011
December 1, 2011		0.2500	December 23, 2011		43,180	January 13, 2012
March 8, 2012		0.2500	March 23, 2012		42,791	April 13, 2012
June 5, 2012		0.2700	June 22, 2012		46,336	July 13, 2012

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Debt

6 Months Ended

Jun. 30, 2012

Debt

Debt

(5) Debt

        Long-term debt consists of the following:

	December 31, 2011					June 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	268,000		$	268,000
Term Loan Facility(1)		487,500			487,500		475,000			475,000
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		235,575			235,575
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		318,271			320,320
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		172,148			176,236
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		200,000			206,370
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,820			47,498
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		321,276			321,020
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes due 2019")(2)(3)		400,000			422,750		400,000			432,200
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			317,063
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,432			595,375
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		204,472			204,472
Total Long-term Debt		3,353,588					3,492,994
Less Current Portion		(73,320	)				(62,837	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,430,157

(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 subsidiaries owed to us or to one of our U.S. subsidiary guarantors or Iron Mountain Canada Corporation ("Canada Company") and all promissory notes held by us or one of our U.S. subsidiary guarantors or Canada Company. 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, which are subject to change based on our consolidated leverage ratio, as of December 31, 2011 and June 30, 2012, respectively).

(2)

The fair values of these debt instruments are based on quoted market prices for these notes on December 31, 2011 and June 30, 2012, respectively.

(3)

Collectively, the "Parent Notes." 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. 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 June 27, 2011, we entered into a credit agreement that consists of (1) revolving credit facilities under which we can borrow, subject to certain limitations as defined in the credit agreement, up to an aggregate amount of $725,000 (including Canadian dollars, British pounds sterling and Euros, among other currencies) (the "Revolving Credit Facility") and (2) a $500,000 term loan facility (the "Term Loan Facility," and collectively with the Revolving Credit Facility, the "Credit Agreement"). We have the right to increase the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $1,800,000. The Revolving Credit Facility is supported by a group of 19 banks. IMI, Iron Mountain Information Management, Inc. ("IMIM"), Canada Company, Iron Mountain Europe (Group) Limited ("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 Credit Agreement, borrow under certain of the following tranches of the Revolving Credit Facility: (1) tranche one in the amount of $400,000 is available to IMI and IMIM in U.S. dollars, British pounds sterling and Euros, (2) 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 (3) 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 Revolving Credit Facility terminates on June 27, 2016, at which point all revolving credit loans under such facility become due. With respect to the 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 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 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 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 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. There are also fees associated with any outstanding letters of credit. As of June 30, 2012, we had $268,000 of outstanding borrowings under the Revolving Credit Facility, all of which was denominated in U.S. dollars; we also had various outstanding letters of credit totaling $2,291. The remaining availability under the Revolving Credit Facility on June 30, 2012, 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, was $454,709. The interest rate in effect under the Revolving Credit Facility and Term Loan Facility was 2.0% and 2.3%, respectively, as of June 30, 2012. For the three and six months ended June 30, 2011, we recorded commitment fees and letters of credit fees of $377 and $866, respectively, and for the three and six months ended June 30, 2012, we recorded commitment fees and letters of credit fees of $449 and $1,049, respectively, based on the unused balances under our revolving credit facilities and outstanding letters of credit.

        The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement, 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 3.4 and 3.5 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.1 as of December 31, 2011 and June 30, 2012, respectively, compared to a maximum allowable ratio of 6.5. IMI's revolving credit and term loan fixed charge coverage ratio was 1.5 and 1.4 as of December 31, 2011 and June 30, 2012, respectively, compared to a minimum allowable ratio of 1.2. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

(3) Derivative Instruments and Hedging Activities

        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 that 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 exposure due to foreign currency exchange movements related to our intercompany accounts with and between our foreign subsidiaries. As of December 31, 2011 and June 30, 2012, 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, 2012, we had (1) an outstanding forward contract to purchase $197,987 U.S. dollars and sell 125,000 British pounds sterling to hedge our intercompany exposures with our European operations and (2) an outstanding forward contract to purchase $76,613 U.S. dollars and sell 75,000 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, 2011, there were $5,559 and $9,184 in net cash disbursements, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts. During the three and six months ended June 30, 2012, there were $2,284 and $3,787 in net cash disbursements, respectively, included in cash from operating activities from continuing operations 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, 2011 and June 30, 2012 and their gains and losses for the three and six months ended June 30, 2011 and 2012:

	Asset Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Prepaid expenses and other	$	2,803	Prepaid expenses and other	$	2,609
Total		$	2,803		$	2,609

	Liability Derivatives
	December 31, 2011			June 30, 2012
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued expenses	$	435	Accrued expenses	$	731
Total		$	435		$	731

		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		2011		2012			2011		2012
Foreign exchange contracts	Other expense (income), net	$	1,349	$	(3,693	)	$	6,270	$	4,278
Total		$	1,349	$	(3,693	)	$	6,270	$	4,278

        We have designated a portion of our 6³/4% Euro Senior Subordinated Notes due 2018 issued by IMI (the "6³/4% Notes") as a hedge of net investment of certain of our Euro denominated subsidiaries. For the six months ended June 30, 2011 and 2012, we designated on average 69,500 and 100,500 Euros, respectively, of the 6³/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, 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. We recorded foreign exchange gains of $5,120 ($3,211, net of tax) and $1,365 ($866, net of tax) for the three and six months ended June 30, 2012, 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, 2012, cumulative net gains of $14,256, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

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Acquisitions

6 Months Ended

Jun. 30, 2012

Acquisitions

Acquisitions

(4) Acquisitions

        We account for acquisitions using the acquisition 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, 2012 are not presented due to the insignificant impact of the 2012 acquisitions on our consolidated results of operations.

        In April 2012, we acquired the stock of Grupo Store, a records management and data protection business in Brazil with locations in Sao Paulo, Rio de Janeiro, Porto Alegre and Recife, for a purchase price of approximately $79,000 ($76,000, net of cash acquired), in order to enhance our existing operations in Brazil. Included in the purchase price is approximately $8,000 being held in escrow to secure a working capital adjustment and the indemnification obligations of the former owners of the business ("Sellers") to IMI. The amounts held in escrow for purposes of the working capital adjustment will be distributed either to IMI or the Sellers based on the final agreed upon working capital amount. Unless paid to us in accordance with the terms of the agreement, all amounts remaining in escrow after the final working capital adjustment and any indemnification payments are paid out will be released to the Sellers in four annual installments, commencing on the two-year anniversary of the closing date.

        In May 2012, we acquired a controlling interest of our joint venture in Switzerland (Sispace AG) in a stock transaction for a cash purchase price of approximately $21,600, which provides storage rental and records management services. The carrying value of the 15% interest that we previously held and accounted for under the equity method of accounting amounted to approximately $1,700 as of the date of acquisition, and the fair value of such interest on the date of the acquisition of the controlling interest was approximately $2,700. This resulted in a gain being recorded to other income (expense), net of approximately $1,000 in the second quarter of 2012. The fair value of our previously held equity interest was derived by reducing the total estimated consideration for the controlling interest purchased by 30%, which represents management's estimate of the control premium paid, in order to derive the fair value of $2,700 for the 15% noncontrolling equity interest which we previously held. We determined the 30% control premium was appropriate after considering the size and location of the business acquired, the potential future profits expected to be generated by the Swiss entity and other publicly available market data.

        A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for acquisitions in 2012 through June 30, 2012 is as follows:

Cash Paid (gross of cash acquired)	$	112,404
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,669
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		13,463
Property, Plant and Equipment(1)		6,476
Customer Relationship Assets(2)		50,830
Liabilities Assumed and Deferred Income Taxes(3)		(22,228	)
Total Fair Value of Identifiable Net Assets Acquired		48,541
Recorded Goodwill	$	69,128

(1)

Consists primarily of racking, leasehold improvements and computer hardware and software.

(2)

The weighted average life of customer relationship assets associated with acquisitions to date in 2012 was 17 years.

(3)

Consists primarily of accounts payable, accrued expenses and deferred income taxes.

        Allocations of the purchase price for acquisitions in 2012 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. The purchase price allocations of the 2012 acquisitions are subject to finalization of the assessment of the fair value of intangible assets (primarily customer relationship assets), property, plant and equipment (primarily racking), leases, contingencies and income taxes (primarily deferred income taxes).

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

6 Months Ended

Jun. 30, 2012

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

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

(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, 2011 and June 30, 2012 and for the three and six months ended June 30, 2011 and 2012.

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

        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."

	December 31, 2011
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	3,428	$	10,750	$	68,907	$	96,760	$	—		$	179,845
Restricted Cash		35,110		—		—		—		—			35,110
Accounts Receivable		—		334,658		40,115		168,694		—			543,467
Intercompany Receivable		905,451		—		4,639		—		(910,090	)		—
Other Current Assets		2,016		103,899		3,323		40,538		(1,004	)		148,772
Assets of Discontinued Operations		—		—		—		7,256		—			7,256
Total Current Assets		946,005		449,307		116,984		313,248		(911,094	)		914,450
Property, Plant and Equipment, Net		1,490		1,480,785		200,755		724,053		—			2,407,083
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		928,182		1,000		2,961		15,010		(947,153	)		—
Investment in Subsidiaries		1,828,712		1,563,690		—		—		(3,392,402	)		—
Goodwill		—		1,529,359		196,989		527,920		—			2,254,268
Other		27,226		240,557		9,804		187,870		—			465,457
Total Other Assets, Net		2,784,120		3,334,606		209,754		730,800		(4,339,555	)		2,719,725
Total Assets	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258
Liabilities and Equity
Intercompany Payable	$	—	$	856,808	$	—	$	53,282	$	(910,090	)	$	—
Current Portion of Long-term Debt		658		46,967		2,658		23,037		—			73,320
Liabilities of Discontinued Operations		—		—		—		3,317		—			3,317
Total Other Current Liabilities		100,921		453,648		31,407		187,421		(1,004	)		772,393
Long-term Debt, Net of Current Portion		2,378,040		630,118		185,953		86,157		—			3,280,268
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		946,153		—		—		(947,153	)		—
Other Long-term Liabilities		5,308		528,897		31,418		92,081		—			657,704
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688		1,802,107		276,057		1,314,238		(3,392,402	)		1,245,688
Noncontrolling Interests		—		—		—		8,568		—			8,568
Total Equity		1,245,688		1,802,107		276,057		1,322,806		(3,392,402	)		1,254,256
Total Liabilities and Equity	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258

	June 30, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	11,479	$	78,636	$	80,115	$	—		$	170,230
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,628		42,028		176,721		—			572,377
Intercompany Receivable		812,395		—		6,765		—		(819,160	)		—
Other Current Assets		2,569		63,769		5,160		40,437		—			111,935
Total Current Assets		851,576		428,876		132,589		297,273		(819,160	)		891,154
Property, Plant and Equipment, Net		1,402		1,453,288		201,329		720,328		—			2,376,347
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		982,974		1,000		5,420		—		(989,394	)		—
Investment in Subsidiaries		1,863,816		1,602,642		—		—		(3,466,458	)		—
Goodwill		—		1,534,476		197,995		589,339		—			2,321,810
Other		25,066		242,249		9,572		221,014		—			497,901
Total Other Assets, Net		2,871,856		3,380,367		212,987		810,353		(4,455,852	)		2,819,711
Total Assets	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212
Liabilities and Equity
Intercompany Payable	$	—	$	708,287	$	—	$	110,873	$	(819,160	)	$	—
Current Portion of Long-term Debt		682		43,961		2,747		15,447		—			62,837
Total Other Current Liabilities		100,285		421,212		29,003		167,389		—			717,889
Long-term Debt, Net of Current Portion		2,373,372		793,847		187,288		75,650		—			3,430,157
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		982,488		—		5,906		(989,394	)		—
Other Long-term Liabilities		9,884		471,677		35,144		109,300		—			626,005
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,239,611		1,841,059		292,723		1,332,676		(3,466,458	)		1,239,611
Noncontrolling Interests		—		—		—		10,713		—			10,713
Total Equity		1,239,611		1,841,059		292,723		1,343,389		(3,466,458	)		1,250,324
Total Liabilities and Equity	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212

	Three Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	277,532		$	31,255		$	110,359		$	—		$	419,146
Service		—			210,688			29,512			99,205			—			339,405
Total Revenues		—			488,220			60,767			209,564			—			758,551
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			182,033			23,270			102,274			—			307,577
Selling, General and Administrative		29			147,576			10,467			65,317			—			223,389
Depreciation and Amortization		36			48,226			4,697			25,909			—			78,868
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(133	)		(188	)		101			—			(220	)
Total Operating Expenses		65			377,702			38,246			193,601			—			609,614
Operating (Loss) Income		(65	)		110,518			22,521			15,963			—			148,937
Interest Expense (Income), Net		42,864			(22,956	)		11,921			16,775			—			48,604
Other Expense (Income), Net		7,608			5,511			333			(10,831	)		—			2,621
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(50,537	)		127,963			10,267			10,019			—			97,712
Provision (Benefit) for Income Taxes		—			24,279			4,844			1,129			—			30,252
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(303,221	)		(10,601	)		—			—			313,822			—
Income (Loss) from Continuing Operations		252,684			114,285			5,423			8,890			(313,822	)		67,460
(Loss) Income from Discontinued Operations, Net of Tax		—			(10,398	)		—			2,636			—			(7,762	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		252,684			297,236			5,423			11,526			(313,822	)		253,047
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			363			—			363
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	252,684		$	297,236		$	5,423		$	11,163		$	(313,822	)	$	252,684
Net Income (Loss)	$	252,684		$	297,236		$	5,423		$	11,526		$	(313,822	)	$	253,047
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,191	)		2,721			2,920			14,546			—			18,996
Equity in Other Comprehensive Income (Loss) of Subsidiaries		19,992			17,271			—			—			(37,263	)		—
Total Other Comprehensive Income (Loss)		18,801			19,992			2,920			14,546			(37,263	)		18,996
Comprehensive Income (Loss)		271,485			317,228			8,343			26,072			(351,085	)		272,043
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			558			—			558
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	271,485		$	317,228		$	8,343		$	25,514		$	(351,085	)	$	271,485

(1)

As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, we identified and corrected an error in the previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the three months ended March 31, 2011. Our previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the six months ended June 30, 2011 was appropriately reported, however, the three months ended June 30, 2011 was impacted by the identified error in the same amount but in the opposite direction. Previously reported Guarantors' equity in the (earnings) losses of subsidiaries, net of tax, Guarantors' income from continuing operations and Guarantors' net income were $(60,516), $164,200 and $347,151, respectively, in the three months ended June 30, 2011, and the correction results in a decrease in the equity in earnings, income from continuing operations and net income of the Guarantors of $49,915 with an offsetting decrease for those line items in the elimination column. Accordingly, there was no impact on the Parent, Canada Company, Non-Guarantors or consolidated results previously reported. Additionally, there was no change in the operating income or income from continuing operations before income taxes of the Guarantors.

	Three Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	288,883		$	30,673		$	113,880		$	—		$	433,436
Service		—			199,633			28,433			90,663			—			318,729
Total Revenues		—			488,516			59,106			204,543			—			752,165
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			187,364			23,991			101,705			—			313,060
Selling, General and Administrative		48			134,760			8,852			59,855			—			203,515
Depreciation and Amortization		82			47,545			4,548			25,335			—			77,510
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(589	)		(65	)		47			—			(607	)
Total Operating Expenses		130			369,080			37,326			186,942			—			593,478
Operating (Loss) Income		(130	)		119,436			21,780			17,601			—			158,687
Interest Expense (Income), Net		46,980			(4,487	)		11,288			4,435			—			58,216
Other Expense (Income), Net		(20,566	)		475			(19	)		30,176			—			10,066
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(26,544	)		123,448			10,511			(17,010	)		—			90,405
Provision (Benefit) for Income Taxes		—			43,816			2,971			2,177			—			48,964
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(64,599	)		7,673			—			—			56,926			—
Income (Loss) from Continuing Operations		38,055			71,959			7,540			(19,187	)		(56,926	)		41,441
Income (Loss) from Discontinued Operations, Net of Tax		—			(377	)		—			(262	)		—			(639	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		38,055			71,582			7,540			(21,334	)		(56,926	)		38,917
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			862			—			862
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	38,055		$	71,582		$	7,540		$	(22,196	)	$	(56,926	)	$	38,055
Net Income (Loss)	$	38,055		$	71,582		$	7,540		$	(21,334	)	$	(56,926	)	$	38,917
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		3,211			(441	)		(5,182	)		(24,433	)		—			(26,845	)
Equity in Other Comprehensive Income (Loss) of Subsidiaries		(29,782	)		(29,341	)		—			—			59,123			—
Total Other Comprehensive Income (Loss)		(26,571	)		(29,782	)		(5,182	)		(24,433	)		59,123			(26,845	)
Comprehensive Income (Loss)		11,484			41,800			2,358			(45,767	)		2,197			12,072
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			588			—			588
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	11,484		$	41,800		$	2,358		$	(46,355	)	$	2,197		$	11,484

	Six Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	560,245		$	61,370		$	213,236		$	—		$	834,851
Service		—			419,600			58,446			191,663			—			669,709
Total Revenues		—			979,845			119,816			404,899			—			1,504,560
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,158			47,002			196,372			—			623,532
Selling, General and Administrative		163			290,132			20,628			125,221			—			436,144
Depreciation and Amortization		76			97,377			9,802			51,776			—			159,031
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(594	)		(198	)		108			—			(684	)
Total Operating Expenses		239			767,073			77,234			373,477			—			1,218,023
Operating (Loss) Income		(239	)		212,772			42,582			31,422			—			286,537
Interest Expense (Income), Net		86,050			(43,051	)		22,088			32,135			—			97,222
Other Expense (Income), Net		38,436			4,868			286			(49,927	)		—			(6,337	)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(124,725	)		250,955			20,208			49,214			—			195,652
Provision (Benefit) for Income Taxes		—			31,190			12,416			3,410			—			47,016
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(450,869	)		(43,285	)		—			—			494,154			—
Income (Loss) from Continuing Operations		326,144			263,050			7,792			45,804			(494,154	)		148,636
(Loss) Income from Discontinued Operations, Net of Tax		—			(12,868	)		—			(1,451	)		—			(14,319	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		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 Income (Loss) Attributable to Iron Mountain Incorporated	$	326,144		$	443,531		$	7,792		$	42,831		$	(494,154	)	$	326,144
Net Income (Loss)	$	326,144		$	443,531		$	7,792		$	44,353		$	(494,154	)	$	327,666
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(5,129	)		286			8,829			37,488			—			41,474
Equity in Other Comprehensive Income (Loss) of Subsidiaries		46,448			46,162			—			—			(92,610	)		—
Total Other Comprehensive Income (Loss)		41,319			46,448			8,829			37,488			(92,610	)		41,474
Comprehensive Income (Loss)		367,463			489,979			16,621			81,841			(586,764	)		369,140
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,677			—			1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	367,463		$	489,979		$	16,621		$	80,164		$	(586,764	)	$	367,463

	Six Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	576,470		$	61,148		$	221,159		$	—		$	858,777
Service		—			399,994			57,834			182,058			—			639,886
Total Revenues		—			976,464			118,982			403,217			—			1,498,663
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,579			49,032			198,747			—			628,358
Selling, General and Administrative		66			282,622			18,037			113,450			—			414,175
Depreciation and Amortization		157			95,631			9,111			50,619			—			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(744	)		(23	)		879			—			112
Total Operating Expenses		223			758,088			76,157			363,695			—			1,198,163
Operating (Loss) Income		(223	)		218,376			42,825			39,522			—			300,500
Interest Expense (Income), Net		94,071			(8,721	)		22,754			8,896			—			117,000
Other Expense (Income), Net		(981	)		(785	)		(19	)		8,547			—			6,762
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(93,313	)		227,882			20,090			22,079			—			176,738
Provision (Benefit) for Income Taxes		—			60,900			7,494			5,830			—			74,224
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(186,718	)		(25,458	)		—			—			212,176			—
Income (Loss) from Continuing Operations		93,405			192,440			12,596			16,249			(212,176	)		102,514
Income (Loss) from Discontinued Operations, Net of Tax		—			87			—			(5,819	)		—			(5,732	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		93,405			192,527			12,596			8,545			(212,176	)		94,897
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,492			—			1,492
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	93,405		$	192,527		$	12,596		$	7,053		$	(212,176	)	$	93,405
Net Income (Loss)	$	93,405		$	192,527		$	12,596		$	8,545		$	(212,176	)	$	94,897
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		868			616			1,292			(1,674	)		—			1,102
Equity in Other Comprehensive Income (Loss) of Subsidiaries		50			(566	)		—			—			516			—
Total Other Comprehensive Income (Loss)		918			50			1,292			(1,674	)		516			1,102
Comprehensive Income (Loss)		94,323			192,577			13,888			6,871			(211,660	)		95,999
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,676			—			1,676
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	94,323		$	192,577		$	13,888		$	5,195		$	(211,660	)	$	94,323

	Six Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(92,332	)	$	290,532		$	7,790		$	35,223		$	—		$	241,213
Cash Flows from Operating Activities—Discontinued Operations		—			1,544			—			300			—			1,844
Cash Flows from Operating Activities		(92,332	)		292,076			7,790			35,523			—			243,057
Cash Flows from Investing Activities:
Capital expenditures		—			(57,961	)		(4,445	)		(36,778	)		—			(99,184	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		973,565			(68,961	)		—			—			(904,604	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(3	)		—			—			—			—			(3	)
Additions to customer relationship and acquisition costs		—			(8,515	)		(288	)		(2,274	)		—			(11,077	)
Investment in joint ventures		—			—			—			(458	)		—			(458	)
Proceeds from sales of property and equipment and other, net		—			188			41			(200	)		—			29
Cash Flows from Investing Activities—Continuing Operations		972,334			(141,855	)		(4,750	)		(109,446	)		(902,148	)		(185,865	)
Cash Flows from Investing Activities—Discontinued Operations		—			376,567			—			(215	)		—			376,352
Cash Flows from Investing Activities		972,334			234,712			(4,750	)		(109,661	)		(902,148	)		190,487
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,141,952	)		(1,474	)		(54,079	)		—			(1,593,705	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,624,900			—			51,169			—			1,676,069
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			480			—			480
Intercompany loans from parent		—			(970,727	)		89			66,034			904,604			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(260,970	)		—			—			—			—			(260,970	)
Parent cash dividends		(75,044	)		—			—			—			—			(75,044	)
Proceeds from exercise of stock options and employee stock purchase plan		69,501			—			—			—			—			69,501
Excess tax benefits from stock-based compensation		57			—			—			—			—			57
Payment of debt financing costs		—			(8,217	)		—			—			—			(8,217	)
Cash Flows from Financing Activities—Continuing Operations		(893,911	)		(494,768	)		(1,385	)		64,832			902,148			(423,084	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(411	)		—			(411	)
Cash Flows from Financing Activities		(893,911	)		(494,768	)		(1,385	)		64,421			902,148			(423,495	)
Effect of exchange rates on cash and cash equivalents		—			—			1,414			1,268			—			2,682
(Decrease) Increase in cash and cash equivalents		(13,909	)		32,020			3,069			(8,449	)		—			12,731
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	—		$	153,604		$	40,721		$	77,099		$	—		$	271,424

	Six Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(87,906	)	$	249,123		$	19,935		$	35,703		$	—		$	216,855
Cash Flows from Operating Activities—Discontinued Operations		—			(2,651	)		—			(2,014	)		—			(4,665	)
Cash Flows from Operating Activities		(87,906	)		246,472			19,935			33,689			—			212,190
Cash Flows from Investing Activities:
Capital expenditures		—			(55,276	)		(7,000	)		(45,085	)		—			(107,361	)
Cash paid for acquisitions, net of cash acquired		—			(9,043	)		—			(98,247	)		—			(107,290	)
Intercompany loans to subsidiaries		234,913			(78,762	)		—			—			(156,151	)		—
Investment in subsidiaries		(36,193	)		(36,193	)		—			—			72,386			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(6,179	)		(350	)		(1,615	)		—			(8,144	)
Proceeds from sales of property and equipment and other, net		—			1,898			5			(41	)		—			1,862
Cash Flows from Investing Activities—Continuing Operations		197,218			(183,555	)		(7,345	)		(144,988	)		(83,765	)		(222,435	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		197,218			(185,537	)		(7,345	)		(149,142	)		(83,765	)		(228,571	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(1,712,961	)		(1,447	)		(54,286	)		—			(1,768,694	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,856,000			—			32,264			—			1,888,264
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			385			—			385
Intercompany loans from parent		—			(239,345	)		(1,758	)		84,952			156,151			—
Equity contribution from parent		—			36,193			—			36,193			(72,386	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(85,971	)		—			—			—			—			(85,971	)
Proceeds from exercise of stock options and employee stock purchase plan		11,029			—			—			—			—			11,029
Excess tax benefits from stock-based compensation		254			—			—			—			—			254
Payment of debt financing costs		—			(93	)		—			—			—			(93	)
Cash Flows from Financing Activities—Continuing Operations		(112,740	)		(60,206	)		(3,205	)		99,508			83,765			7,122
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		(112,740	)		(60,206	)		(3,205	)		99,469			83,765			7,083
Effect of exchange rates on cash and cash equivalents		—			—			344			(661	)		—			(317	)
Increase (Decrease) in cash and cash equivalents		(3,428	)		729			9,729			(16,645	)		—			(9,615	)
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	—		$	11,479		$	78,636		$	80,115		$	—		$	170,230

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Summary of Significant Accounting Policies (Details 5) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012 year	Jun. 30, 2011	Jun. 30, 2012 year	Jun. 30, 2011 year
Share-Based Compensation, aggregate disclosures
Employee stock-based awards, unrecognized compensation costs on nonvested awards	$ 52,757		$ 52,757
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition (in years)			2.6
Stock Options
Employee stock-based awards
Weighted average fair value of options granted (in dollars per share)			$ 7.00	$ 7.43
Weighted average assumptions used for grants
Expected volatility (as a percent)			33.80%	33.40%
Risk-free interest rate (as a percent)			1.24%	2.47%
Expected dividend yield (as a percent)			3.00%	3.00%
Expected life of the option (in years)			6.3	6.3
Summary of option activity
Options outstanding balance, beginning of period (in shares)			7,118,458
Options granted (in shares)			21,472
Options exercised (in shares)			(412,728)
Options forfeited (in shares)			(171,402)
Options expired (in shares)			(28,291)
Options outstanding balance, end of period (in shares)	6,527,509		6,527,509
Options exercisable balance (in shares)	4,236,162		4,236,162
Options expected to vest (in shares)	2,118,795		2,118,795
Weighted Average Exercise Price
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share)			$ 25.73
Weighted average exercise price, options granted (in dollars per share)	$ 28.86		$ 28.86
Weighted average exercise price, options exercised (in dollars per share)	$ 23.48		$ 23.48
Weighted average exercise price, options forfeited (in dollars per share)	$ 25.83		$ 25.83
Weighted average exercise price, options expired (in dollars per share)	$ 33.03		$ 33.03
Weighted average exercise price, options outstanding balance end of period (in dollars per share)	$ 25.85		$ 25.85
Weighted average exercise price, options exercisable (in dollars per share)	$ 25.69		$ 25.69
Weighted average exercise price, options expected to vest (in dollars per share)	$ 26.16		$ 26.16
Weighted average remaining contractual term
Weighted average remaining contractual term, options outstanding (in years)	6.24		6.24
Weighted average remaining contractual term, options exercisable (in years)			5.48
Weighted average remaining contractual term, options expected to vest (in years)			7.63
Aggregate intrinsic value
Aggregate intrinsic value, options outstanding	47,476		47,476
Aggregate intrinsic value, options exercisable	31,678		31,678
Aggregate intrinsic value of stock options exercised
Aggregate intrinsic value of stock options exercised	2,308	22,862	3,372	28,909
Award Vesting
Aggregate intrinsic value, options expected to vest	14,594		14,594
Stock Options | Director
Employee stock-based awards
Award vesting period			1 year
Majority of stock options
Employee stock-based awards
Award vesting period			5 years
Contractual term of awards			P10Y
Certain options beginning in 2011
Employee stock-based awards
Award vesting period			3 years
Contractual term of awards			P10Y
Certain options as a percentage of total outstanding options	11.80%		11.80%
A portion of stock options effective 2007
Employee stock-based awards
Award vesting period			10 years
Contractual term of awards			P12Y
Certain options as a percentage of total outstanding options	7.50%		7.50%
Employee Stock Purchase Plan
Employee stock-based awards
Remaining number of shares available for grant	311,089		311,089
Employee Stock Purchase Plan
Employee stock purchase plan, number of offering periods	2		2
Employee stock purchase plan, duration of offering periods			180 days
Employee stock purchase plan, maximum employee subscription rate percent (as a percent)	15.00%		15.00%
Percentage of market price for the purchase of shares			95.00%
Employee stock purchase plan, shares issued in period			88,672	82,267
Restricted Stock and Restricted Stock Units
Dividends accrued
Accrued cash dividends on RSUs			34
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Non-vested at the beginning of the period (in shares)			610,951
Granted (in shares)			781,815
Vested (in shares)			(204,794)
Forfeited (in shares)			(26,110)
Non-vested at the end of the period (in shares)	1,161,862		1,161,862
Weighted average grant date fair value
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)			$ 28.85
Weighted average grant date fair value, granted (in dollars per share)			$ 29.48
Weighted average grant date fair value, vested (in dollars per share)			$ 29.12
Weighted average grant date fair value, forfeited (in dollars per share)	$ 28.96		$ 28.96
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 29.22		$ 29.22
Restricted Stock and Restricted Stock Units | Minimum
Employee stock-based awards
Award vesting period			3 years
Restricted Stock and Restricted Stock Units | Maximum
Employee stock-based awards
Award vesting period			5 years
PUs Original Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Non-vested at the beginning of the period (in shares)			112,749
Granted (in shares)			221,781
Vested (in shares)			(124,914)
Forfeited (in shares)			(3,381)
Non-vested at the end of the period (in shares)	206,235		206,235
PUs Adjustment
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Granted (in shares)			12,012
Vested (in shares)			(5,013)
Non-vested at the end of the period (in shares)	6,999		6,999
Performance units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options
Non-vested at the beginning of the period (in shares)			112,749
Granted (in shares)			233,793
Vested (in shares)			(129,927)
Forfeited (in shares)			(3,381)
Non-vested at the end of the period (in shares)	213,234		213,234
Weighted average grant date fair value
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)			$ 29.06
Weighted average grant date fair value, granted (in dollars per share)			$ 28.87
Weighted average grant date fair value, vested (in dollars per share)			$ 29.47
Weighted average grant date fair value, forfeited (in dollars per share)	$ 28.11		$ 28.11
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 28.61		$ 28.61
Total fair value of shares or units vested	1,233		4,058
Performance units disclosure
Performance period			1 year
Period of anniversary from the date of grant			1 year
Qualifying age for grant of performance units (in years)	55	55	55	55
Qualifying service period (in years)	10 years	10 years	10 years	10 years
Percentage of achievement of the predefined revenue and ROIC targets	100.60%		100.60%
Closing market price of common stock (in dollars per share)	$ 32.96		$ 32.96
Award vesting period, minimum			P1Y
Award vesting period, maximum			P3Y
Performance units | Minimum
Performance units disclosure
Percentage payout rate	0.00%	0.00%	0.00%	0.00%
Performance units | Maximum
Performance units disclosure
Percentage payout rate	150.00%	150.00%	150.00%	150.00%
Restricted Stock Units
Weighted average grant date fair value
Total fair value of shares or units vested	1,985	462	5,964	462
Restricted Stock Plan
Weighted average grant date fair value
Total fair value of shares or units vested	$ 1	$ 13	$ 1	$ 13

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Stockholders' Equity Matters (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended												3 Months Ended		6 Months Ended
	Jul. 31, 2012	Jun. 30, 2012	Apr. 30, 2012	Mar. 31, 2012	Jan. 31, 2012	Dec. 31, 2011	Oct. 31, 2011	Sep. 30, 2011	Jul. 31, 2011	Jun. 30, 2011	Apr. 30, 2011	Mar. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stockholders' Equity Note
Share repurchases authorized amount															$ 1,200,000
Remaining amount available under share repurchase program															66,035
Percentage of outstanding common stock authorized for repurchase															1.00%
Dividends declared (in dollars per share)		$ 0.2700		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.1875	$ 0.2700	$ 0.2500	$ 0.5200	$ 0.4375
Dividends declared		46,336		42,791		43,180		46,877		50,694		37,601			89,161	88,225
Dividends paid ( in dollars per share)		$ 0.2700		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.1875
Dividends paid	$ 46,336		$ 42,791		$ 43,180		$ 46,877		$ 50,694		$ 37,601				$ 85,971	$ 75,044

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Goodwill and Other Intangible Assets

• 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. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the life over which our intangible assets are amortized is necessary or more frequently if events or circumstances warrant.

        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, 2011 and noted no impairment of goodwill. However, as a result of an interim triggering event as discussed below, we recorded a provisional goodwill impairment charge in the third quarter of 2011 associated with our Western European operations that was finalized in the fourth quarter of 2011. As of December 31, 2011 and June 30, 2012, no factors were identified that would alter our October 1, 2011 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.

        In September 2011, as a result of certain changes we made in the manner in which our European operations are managed, we reorganized our reporting structure and reassigned goodwill among the revised reporting units. Previously, we tested goodwill impairment at the European level on a combined basis. As a result of the management and reporting changes, we concluded that we have three reporting units for our European operations: (1) United Kingdom, Ireland and Norway ("UKI"); (2) Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); and (3) the remaining countries in Europe ("Central Europe"). Due to these changes, we will perform all future goodwill impairment analyses on the new reporting unit basis. As a result of the restructuring of our reporting units, we concluded that we had an interim triggering event, and, therefore, we performed an interim goodwill impairment test for UKI, Western Europe and Central Europe in the third quarter of 2011 as of August 31, 2011. As required by GAAP, prior to our goodwill impairment analysis, we performed an impairment assessment on the long-lived assets within our UKI, Western Europe and Central Europe reporting units and noted no impairment, except for the Italian Business, which was included in our Western Europe reporting unit, and which is now included in discontinued operations as discussed in Note 10. Based on our analysis, we concluded that the goodwill of our UKI and Central Europe reporting units was not impaired. Our UKI and Central Europe reporting units had fair values that exceeded their carrying values by 15.1% and 4.9%, respectively, as of August 31, 2011. Central Europe 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 UKI or Central Europe businesses or their failure to achieve the forecasted results could lead to impairments in future periods. Our Western Europe reporting unit's fair value was less than its carrying value, and, as a result, we recorded a goodwill impairment charge of $46,500 included as a component of intangible impairments from continuing operations in our consolidated statements of operations for the year ended December 31, 2011. See Note 10 for the portion of the charge allocated to the Italian Business based on a relative fair value basis.

        Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2011 were as follows: North America; UKI; Western Europe; Central Europe; Latin America; Australia; and Joint Ventures (which includes India, our various joint ventures in Southeast Asia and Russia (referred to as "Joint Ventures")). As of December 31, 2011, the carrying value of goodwill, net amounted to $1,748,879, $306,150, $46,439, $63,781, $27,322, and $61,697 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, respectively. Our Joint Ventures reporting unit has no goodwill as of December 31, 2011 and June 30, 2012. Our North America, Latin America and Australia reporting units had estimated fair values as of October 1, 2011 that exceeded their carrying values by greater than 40%. As of June 30, 2012, the carrying value of goodwill, net amounted to $1,755,104, $308,148, $44,157, $81,448, $71,066, and $61,887 for North America, UKI, Western Europe, Central Europe, Latin America and Australia, 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, 2012 is as follows:

	North American Business		International Business			Total Consolidated
Gross Balance as of December 31, 2011	$	2,010,241	$	564,044		$	2,574,285
Deductible goodwill acquired during the year		5,118		64,010			69,128
Currency effects		1,166		(2,763	)		(1,597	)
Gross Balance as of June 30, 2012	$	2,016,525	$	625,291		$	2,641,816
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655		$	320,017
Currency effects		59		(70	)		(11	)
Accumulated Amortization Balance as of June 30, 2012	$	261,421	$	58,585		$	320,006
Net Balance as of December 31, 2011	$	1,748,879	$	505,389		$	2,254,268
Net Balance as of June 30, 2012	$	1,755,104	$	566,706		$	2,321,810
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500		$	132,409
Accumulated Goodwill Impairment Balance as of June 30, 2012	$	85,909	$	46,500		$	132,409

        The components of our amortizable intangible assets as of June 30, 2012 are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	649,920	$	(202,723	)	$	447,197
Core Technology(1)		3,651		(2,654	)		997
Trademarks and Non-Compete Agreements(1)		3,078		(2,606	)		472
Deferred Financing Costs		54,940		(22,033	)		32,907
Total	$	711,589	$	(230,016	)	$	481,573

(1)

Included in other assets, net in the accompanying consolidated balance sheet.

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $8,479 and $16,730 for the three and six months ended June 30, 2011, respectively. Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $9,606 and $19,207 for the three and six months ended June 30, 2012, respectively.

Stock-Based Compensation

• 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, 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 for the three and six months ended June 30, 2012 was $6,317 ($5,061 after tax or $0.03 per basic and diluted share) and $16,117 ($11,908 after tax or $0.07 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,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	45	$	302	$	320	$	517
Selling, general and administrative expenses		3,555		6,015		7,719		15,600
Total stock-based compensation	$	3,600	$	6,317	$	8,039	$	16,117

        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 from continuing operations included $57 and $254 for the six months ended June 30, 2011 and 2012, respectively, from the benefits of tax deductions in excess of recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("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 sooner 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 sooner terminated. As of June 30, 2012, ten-year vesting options represent 7.5% 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 sooner terminated. As of June 30, 2012, three-year vesting options represented 11.8% of total outstanding options. Our non-employee 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, 2011 and 2012 was $7.43 and $7.00 per share, respectively. These 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	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.47	%		1.24	%
Expected dividend yield		3	%		3	%
Expected life		6.3 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. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the historical exercise behavior of employees.

        A summary of option activity for the six months ended June 30, 2012 is as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic value
Outstanding at December 31, 2011		7,118,458		$	25.73
Granted		21,472			28.86
Exercised		(412,728	)		23.48
Forfeited		(171,402	)		25.83
Expired		(28,291	)		33.03
Outstanding at June 30, 2012		6,527,509		$	25.85		6.24	$	47,476
Options exercisable at June 30, 2012		4,236,162		$	25.69		5.48	$	31,678
Options expected to vest		2,118,795		$	26.16		7.63	$	14,594

        The following table provides the aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2011 and 2012:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	22,862	$	2,308	$	28,909	$	3,372

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. Certain of our RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. We accrued approximately $34 of cash dividends on RSUs issued in June 2012. 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, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	28.85
Granted		781,815			29.48
Vested		(204,794	)		29.12
Forfeited		(26,110	)		28.96
Non-vested at June 30, 2012		1,161,862		$	29.22

        The total fair value of restricted stock vested during the three and six months ended June 30, 2011 was $13. The total fair value of restricted stock vested during the three and six months ended June 30, 2012 was $1. The total fair value of RSUs vested during the three and six months ended June 30, 2011 was $462. The total fair value of RSUs vested during the three and six months ended June 30, 2012 was $1,985 and $5,964, respectively.

Performance Units

        Under our various stock option plans, we may also issue grants of performance units ("PUs"). The number of PUs earned is determined based on our performance against predefined targets, which were calendar year revenue growth and return on invested capital ("ROIC") for grants of PUs made in 2011 and 2012. The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned is 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 cliff vesting, three years from the date of the original PU 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 (1) the vesting period, (2) achievement of the retirement criteria, which such achievement may occur as early as one year after the date of grant, or (3) a maximum of three years.

        During the six months ended June 30, 2012, we issued 221,781 PUs. During the one-year performance period, we will forecast the likelihood of achieving the predefined annual revenue growth and ROIC 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 PU 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. The total fair value of earned PUs that vested during the three and six months ended June 30, 2012 was $1,233 and $4,058, respectively. As of June 30, 2012, we expected 100.6% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012, and the closing market price of our common stock was $32.96.

        A summary of PU activity for the six months ended June 30, 2012 is as follows:

	PUs Original Awards			PUs Adjustment(1)			Total PUs Awards			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		112,749			—			112,749		$	29.06
Granted		221,781			12,012			233,793			28.87
Vested		(124,914	)		(5,013	)		(129,927	)		29.47
Forfeited		(3,381	)		—			(3,381	)		28.11
Non-vested at June 30, 2012		206,235			6,999			213,234		$	28.61

(1)

Represents the additional number of PUs based on either (a) the final performance criteria achievement at the end of the one-year performance period or (b) a change in estimated awards based on the forecasted performance against the predefined targets.

Employee Stock Purchase Plan

        We offer an employee stock purchase plan (the "ESPP") in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements. 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, 2011 and 2012, there were 82,267 shares and 88,672 shares, respectively, purchased under the ESPP. The number of shares available for purchase under the ESPP at June 30, 2012 was 311,089.

        As of June 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $52,757 and is expected to be recognized over a weighted-average period of 2.6 years.

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

Income (Loss) Per Share-Basic and Diluted

• Income (Loss) Per Share—Basic and Diluted

        Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as 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 income (loss) per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2012			2011		2012
Income (Loss) from continuing operations	$	67,460	$	41,441		$	148,636	$	102,514
Total income (loss) from discontinued operations (see Note 10)	$	185,587	$	(2,524	)	$	179,030	$	(7,617	)
Net income (loss) attributable to Iron Mountain Incorporated	$	252,684	$	38,055		$	326,144	$	93,405
Weighted-average shares—basic		201,653,000		171,296,000			200,941,000		171,308,000
Effect of dilutive potential stock options		1,538,373		753,385			1,266,761		737,087
Effect of dilutive potential restricted stock, RSUs and PUs		119,319		181,292			73,489		181,580
Weighted-average shares—diluted		203,310,692		172,230,677			202,281,250		172,226,667
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.74	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.92	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	1.25	$	0.22		$	1.62	$	0.55
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.33	$	0.24		$	0.73	$	0.60
Total income (loss) from discontinued operations (see Note 10)	$	0.91	$	(0.01	)	$	0.89	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	1.24	$	0.22		$	1.61	$	0.54
Antidilutive stock options, RSUs and PUs, excluded from the calculation		2,126,488		1,885,060			5,413,769		1,965,338

Revenues

• Revenues

        Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value added taxes. Storage rental 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, which relate to physical and digital records, 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, technology 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 rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the applicable storage rental 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 products are shipped to the customer and title has passed to the customer. Revenues from the sales of products have historically not been significant.

Allowance for Doubtful Accounts and Credit Memo Reserves

• 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 potential 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.

Income Taxes

• Income Taxes

        Our effective tax rates for the three and six months ended June 30, 2011 were 31.0% and 24.0%, respectively. Our effective tax rates for the three and six months ended June 30, 2012 were 54.2% and 42.0%, respectively. The primary reconciling items between the federal 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, 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 during the three and six months ended June 30, 2011 by 2.2% and 7.0%, respectively. During the three and six months ended June 30, 2012, 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 2012 effective tax rate by 10.2% and 0.9%, 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. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income from foreign jurisdictions; (2) tax law changes; (3) volatility in foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize foreign tax credits that we generate. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have significant business operations. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.

        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 a reduction of $647 and $1,256 for gross interest and penalties for the three and six months ended June 30, 2011, respectively. We recorded an increase of $247 and a reduction of $2 for gross interest and penalties for the three and six months ended June 30, 2012, respectively. We had $2,819 and $2,817 accrued for the payment of interest and penalties as of December 31, 2011 and June 30, 2012, respectively.

        We have not recorded deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries because such basis differences are not expected to reverse in the foreseeable future and we intend to reinvest indefinitely outside the U.S. These basis differences arose primarily through the undistributed book earnings of our foreign subsidiaries. The basis differences could be reversed through a sale of the subsidiaries, each of which would result in an increase in our provision for income taxes. It is not practicable to calculate the amount of unrecognized deferred tax liability on the book over tax outside basis difference because of the complexities of the hypothetical calculation. As of June 30, 2012, we had approximately $36,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. In the event that we receive a favorable indication from the U.S. Internal Revenue Service with regard to our real estate investment trust ("REIT") private letter ruling requests, we may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries.

        As of June 30, 2012, we have reclassified approximately $44,000 of long-term deferred income tax liabilities against current deferred income taxes and prepaid and other assets included within current assets and against accrued expenses included within current liabilities of our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate as opposed to personal property in conjunction with our potential REIT conversion.

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

6 Months Ended

Jun. 30, 2012

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

Selected consolidated Balance sheet statements of Parent, Guarantors, Canada Company and Non-Guarantors

	December 31, 2011
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	3,428	$	10,750	$	68,907	$	96,760	$	—		$	179,845
Restricted Cash		35,110		—		—		—		—			35,110
Accounts Receivable		—		334,658		40,115		168,694		—			543,467
Intercompany Receivable		905,451		—		4,639		—		(910,090	)		—
Other Current Assets		2,016		103,899		3,323		40,538		(1,004	)		148,772
Assets of Discontinued Operations		—		—		—		7,256		—			7,256
Total Current Assets		946,005		449,307		116,984		313,248		(911,094	)		914,450
Property, Plant and Equipment, Net		1,490		1,480,785		200,755		724,053		—			2,407,083
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		928,182		1,000		2,961		15,010		(947,153	)		—
Investment in Subsidiaries		1,828,712		1,563,690		—		—		(3,392,402	)		—
Goodwill		—		1,529,359		196,989		527,920		—			2,254,268
Other		27,226		240,557		9,804		187,870		—			465,457
Total Other Assets, Net		2,784,120		3,334,606		209,754		730,800		(4,339,555	)		2,719,725
Total Assets	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258
Liabilities and Equity
Intercompany Payable	$	—	$	856,808	$	—	$	53,282	$	(910,090	)	$	—
Current Portion of Long-term Debt		658		46,967		2,658		23,037		—			73,320
Liabilities of Discontinued Operations		—		—		—		3,317		—			3,317
Total Other Current Liabilities		100,921		453,648		31,407		187,421		(1,004	)		772,393
Long-term Debt, Net of Current Portion		2,378,040		630,118		185,953		86,157		—			3,280,268
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		946,153		—		—		(947,153	)		—
Other Long-term Liabilities		5,308		528,897		31,418		92,081		—			657,704
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688		1,802,107		276,057		1,314,238		(3,392,402	)		1,245,688
Noncontrolling Interests		—		—		—		8,568		—			8,568
Total Equity		1,245,688		1,802,107		276,057		1,322,806		(3,392,402	)		1,254,256
Total Liabilities and Equity	$	3,731,615	$	5,264,698	$	527,493	$	1,768,101	$	(5,250,649	)	$	6,041,258

	June 30, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	11,479	$	78,636	$	80,115	$	—		$	170,230
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,628		42,028		176,721		—			572,377
Intercompany Receivable		812,395		—		6,765		—		(819,160	)		—
Other Current Assets		2,569		63,769		5,160		40,437		—			111,935
Total Current Assets		851,576		428,876		132,589		297,273		(819,160	)		891,154
Property, Plant and Equipment, Net		1,402		1,453,288		201,329		720,328		—			2,376,347
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		982,974		1,000		5,420		—		(989,394	)		—
Investment in Subsidiaries		1,863,816		1,602,642		—		—		(3,466,458	)		—
Goodwill		—		1,534,476		197,995		589,339		—			2,321,810
Other		25,066		242,249		9,572		221,014		—			497,901
Total Other Assets, Net		2,871,856		3,380,367		212,987		810,353		(4,455,852	)		2,819,711
Total Assets	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212
Liabilities and Equity
Intercompany Payable	$	—	$	708,287	$	—	$	110,873	$	(819,160	)	$	—
Current Portion of Long-term Debt		682		43,961		2,747		15,447		—			62,837
Total Other Current Liabilities		100,285		421,212		29,003		167,389		—			717,889
Long-term Debt, Net of Current Portion		2,373,372		793,847		187,288		75,650		—			3,430,157
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		982,488		—		5,906		(989,394	)		—
Other Long-term Liabilities		9,884		471,677		35,144		109,300		—			626,005
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,239,611		1,841,059		292,723		1,332,676		(3,466,458	)		1,239,611
Noncontrolling Interests		—		—		—		10,713		—			10,713
Total Equity		1,239,611		1,841,059		292,723		1,343,389		(3,466,458	)		1,250,324
Total Liabilities and Equity	$	3,724,834	$	5,262,531	$	546,905	$	1,827,954	$	(5,275,012	)	$	6,087,212

Selected consolidated Income statements of Parent, Guarantors, Canada Company and Non-Guarantors

	Three Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	277,532		$	31,255		$	110,359		$	—		$	419,146
Service		—			210,688			29,512			99,205			—			339,405
Total Revenues		—			488,220			60,767			209,564			—			758,551
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			182,033			23,270			102,274			—			307,577
Selling, General and Administrative		29			147,576			10,467			65,317			—			223,389
Depreciation and Amortization		36			48,226			4,697			25,909			—			78,868
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(133	)		(188	)		101			—			(220	)
Total Operating Expenses		65			377,702			38,246			193,601			—			609,614
Operating (Loss) Income		(65	)		110,518			22,521			15,963			—			148,937
Interest Expense (Income), Net		42,864			(22,956	)		11,921			16,775			—			48,604
Other Expense (Income), Net		7,608			5,511			333			(10,831	)		—			2,621
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(50,537	)		127,963			10,267			10,019			—			97,712
Provision (Benefit) for Income Taxes		—			24,279			4,844			1,129			—			30,252
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(303,221	)		(10,601	)		—			—			313,822			—
Income (Loss) from Continuing Operations		252,684			114,285			5,423			8,890			(313,822	)		67,460
(Loss) Income from Discontinued Operations, Net of Tax		—			(10,398	)		—			2,636			—			(7,762	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		252,684			297,236			5,423			11,526			(313,822	)		253,047
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			363			—			363
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	252,684		$	297,236		$	5,423		$	11,163		$	(313,822	)	$	252,684
Net Income (Loss)	$	252,684		$	297,236		$	5,423		$	11,526		$	(313,822	)	$	253,047
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,191	)		2,721			2,920			14,546			—			18,996
Equity in Other Comprehensive Income (Loss) of Subsidiaries		19,992			17,271			—			—			(37,263	)		—
Total Other Comprehensive Income (Loss)		18,801			19,992			2,920			14,546			(37,263	)		18,996
Comprehensive Income (Loss)		271,485			317,228			8,343			26,072			(351,085	)		272,043
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			558			—			558
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	271,485		$	317,228		$	8,343		$	25,514		$	(351,085	)	$	271,485

(1)

As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, we identified and corrected an error in the previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the three months ended March 31, 2011. Our previously reported amount of the Guarantors' equity in the (earnings) losses of subsidiaries, net of tax for the six months ended June 30, 2011 was appropriately reported, however, the three months ended June 30, 2011 was impacted by the identified error in the same amount but in the opposite direction. Previously reported Guarantors' equity in the (earnings) losses of subsidiaries, net of tax, Guarantors' income from continuing operations and Guarantors' net income were $(60,516), $164,200 and $347,151, respectively, in the three months ended June 30, 2011, and the correction results in a decrease in the equity in earnings, income from continuing operations and net income of the Guarantors of $49,915 with an offsetting decrease for those line items in the elimination column. Accordingly, there was no impact on the Parent, Canada Company, Non-Guarantors or consolidated results previously reported. Additionally, there was no change in the operating income or income from continuing operations before income taxes of the Guarantors.

	Three Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	288,883		$	30,673		$	113,880		$	—		$	433,436
Service		—			199,633			28,433			90,663			—			318,729
Total Revenues		—			488,516			59,106			204,543			—			752,165
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			187,364			23,991			101,705			—			313,060
Selling, General and Administrative		48			134,760			8,852			59,855			—			203,515
Depreciation and Amortization		82			47,545			4,548			25,335			—			77,510
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(589	)		(65	)		47			—			(607	)
Total Operating Expenses		130			369,080			37,326			186,942			—			593,478
Operating (Loss) Income		(130	)		119,436			21,780			17,601			—			158,687
Interest Expense (Income), Net		46,980			(4,487	)		11,288			4,435			—			58,216
Other Expense (Income), Net		(20,566	)		475			(19	)		30,176			—			10,066
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(26,544	)		123,448			10,511			(17,010	)		—			90,405
Provision (Benefit) for Income Taxes		—			43,816			2,971			2,177			—			48,964
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(64,599	)		7,673			—			—			56,926			—
Income (Loss) from Continuing Operations		38,055			71,959			7,540			(19,187	)		(56,926	)		41,441
Income (Loss) from Discontinued Operations, Net of Tax		—			(377	)		—			(262	)		—			(639	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		38,055			71,582			7,540			(21,334	)		(56,926	)		38,917
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			862			—			862
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	38,055		$	71,582		$	7,540		$	(22,196	)	$	(56,926	)	$	38,055
Net Income (Loss)	$	38,055		$	71,582		$	7,540		$	(21,334	)	$	(56,926	)	$	38,917
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		3,211			(441	)		(5,182	)		(24,433	)		—			(26,845	)
Equity in Other Comprehensive Income (Loss) of Subsidiaries		(29,782	)		(29,341	)		—			—			59,123			—
Total Other Comprehensive Income (Loss)		(26,571	)		(29,782	)		(5,182	)		(24,433	)		59,123			(26,845	)
Comprehensive Income (Loss)		11,484			41,800			2,358			(45,767	)		2,197			12,072
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			588			—			588
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	11,484		$	41,800		$	2,358		$	(46,355	)	$	2,197		$	11,484

	Six Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	560,245		$	61,370		$	213,236		$	—		$	834,851
Service		—			419,600			58,446			191,663			—			669,709
Total Revenues		—			979,845			119,816			404,899			—			1,504,560
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,158			47,002			196,372			—			623,532
Selling, General and Administrative		163			290,132			20,628			125,221			—			436,144
Depreciation and Amortization		76			97,377			9,802			51,776			—			159,031
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(594	)		(198	)		108			—			(684	)
Total Operating Expenses		239			767,073			77,234			373,477			—			1,218,023
Operating (Loss) Income		(239	)		212,772			42,582			31,422			—			286,537
Interest Expense (Income), Net		86,050			(43,051	)		22,088			32,135			—			97,222
Other Expense (Income), Net		38,436			4,868			286			(49,927	)		—			(6,337	)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(124,725	)		250,955			20,208			49,214			—			195,652
Provision (Benefit) for Income Taxes		—			31,190			12,416			3,410			—			47,016
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(450,869	)		(43,285	)		—			—			494,154			—
Income (Loss) from Continuing Operations		326,144			263,050			7,792			45,804			(494,154	)		148,636
(Loss) Income from Discontinued Operations, Net of Tax		—			(12,868	)		—			(1,451	)		—			(14,319	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			193,349			—			—			—			193,349
Net Income (Loss)		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 Income (Loss) Attributable to Iron Mountain Incorporated	$	326,144		$	443,531		$	7,792		$	42,831		$	(494,154	)	$	326,144
Net Income (Loss)	$	326,144		$	443,531		$	7,792		$	44,353		$	(494,154	)	$	327,666
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(5,129	)		286			8,829			37,488			—			41,474
Equity in Other Comprehensive Income (Loss) of Subsidiaries		46,448			46,162			—			—			(92,610	)		—
Total Other Comprehensive Income (Loss)		41,319			46,448			8,829			37,488			(92,610	)		41,474
Comprehensive Income (Loss)		367,463			489,979			16,621			81,841			(586,764	)		369,140
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,677			—			1,677
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	367,463		$	489,979		$	16,621		$	80,164		$	(586,764	)	$	367,463

	Six Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	576,470		$	61,148		$	221,159		$	—		$	858,777
Service		—			399,994			57,834			182,058			—			639,886
Total Revenues		—			976,464			118,982			403,217			—			1,498,663
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			380,579			49,032			198,747			—			628,358
Selling, General and Administrative		66			282,622			18,037			113,450			—			414,175
Depreciation and Amortization		157			95,631			9,111			50,619			—			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(744	)		(23	)		879			—			112
Total Operating Expenses		223			758,088			76,157			363,695			—			1,198,163
Operating (Loss) Income		(223	)		218,376			42,825			39,522			—			300,500
Interest Expense (Income), Net		94,071			(8,721	)		22,754			8,896			—			117,000
Other Expense (Income), Net		(981	)		(785	)		(19	)		8,547			—			6,762
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(93,313	)		227,882			20,090			22,079			—			176,738
Provision (Benefit) for Income Taxes		—			60,900			7,494			5,830			—			74,224
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(186,718	)		(25,458	)		—			—			212,176			—
Income (Loss) from Continuing Operations		93,405			192,440			12,596			16,249			(212,176	)		102,514
Income (Loss) from Discontinued Operations, Net of Tax		—			87			—			(5,819	)		—			(5,732	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		93,405			192,527			12,596			8,545			(212,176	)		94,897
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,492			—			1,492
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	93,405		$	192,527		$	12,596		$	7,053		$	(212,176	)	$	93,405
Net Income (Loss)	$	93,405		$	192,527		$	12,596		$	8,545		$	(212,176	)	$	94,897
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		868			616			1,292			(1,674	)		—			1,102
Equity in Other Comprehensive Income (Loss) of Subsidiaries		50			(566	)		—			—			516			—
Total Other Comprehensive Income (Loss)		918			50			1,292			(1,674	)		516			1,102
Comprehensive Income (Loss)		94,323			192,577			13,888			6,871			(211,660	)		95,999
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,676			—			1,676
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	94,323		$	192,577		$	13,888		$	5,195		$	(211,660	)	$	94,323

Selected consolidated cash flow statements of Parent, Guarantors, Canada Company and Non-Guarantors

	Six Months Ended June 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(92,332	)	$	290,532		$	7,790		$	35,223		$	—		$	241,213
Cash Flows from Operating Activities—Discontinued Operations		—			1,544			—			300			—			1,844
Cash Flows from Operating Activities		(92,332	)		292,076			7,790			35,523			—			243,057
Cash Flows from Investing Activities:
Capital expenditures		—			(57,961	)		(4,445	)		(36,778	)		—			(99,184	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		973,565			(68,961	)		—			—			(904,604	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(3	)		—			—			—			—			(3	)
Additions to customer relationship and acquisition costs		—			(8,515	)		(288	)		(2,274	)		—			(11,077	)
Investment in joint ventures		—			—			—			(458	)		—			(458	)
Proceeds from sales of property and equipment and other, net		—			188			41			(200	)		—			29
Cash Flows from Investing Activities—Continuing Operations		972,334			(141,855	)		(4,750	)		(109,446	)		(902,148	)		(185,865	)
Cash Flows from Investing Activities—Discontinued Operations		—			376,567			—			(215	)		—			376,352
Cash Flows from Investing Activities		972,334			234,712			(4,750	)		(109,661	)		(902,148	)		190,487
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,141,952	)		(1,474	)		(54,079	)		—			(1,593,705	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,624,900			—			51,169			—			1,676,069
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			480			—			480
Intercompany loans from parent		—			(970,727	)		89			66,034			904,604			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(260,970	)		—			—			—			—			(260,970	)
Parent cash dividends		(75,044	)		—			—			—			—			(75,044	)
Proceeds from exercise of stock options and employee stock purchase plan		69,501			—			—			—			—			69,501
Excess tax benefits from stock-based compensation		57			—			—			—			—			57
Payment of debt financing costs		—			(8,217	)		—			—			—			(8,217	)
Cash Flows from Financing Activities—Continuing Operations		(893,911	)		(494,768	)		(1,385	)		64,832			902,148			(423,084	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(411	)		—			(411	)
Cash Flows from Financing Activities		(893,911	)		(494,768	)		(1,385	)		64,421			902,148			(423,495	)
Effect of exchange rates on cash and cash equivalents		—			—			1,414			1,268			—			2,682
(Decrease) Increase in cash and cash equivalents		(13,909	)		32,020			3,069			(8,449	)		—			12,731
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	—		$	153,604		$	40,721		$	77,099		$	—		$	271,424

	Six Months Ended June 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(87,906	)	$	249,123		$	19,935		$	35,703		$	—		$	216,855
Cash Flows from Operating Activities—Discontinued Operations		—			(2,651	)		—			(2,014	)		—			(4,665	)
Cash Flows from Operating Activities		(87,906	)		246,472			19,935			33,689			—			212,190
Cash Flows from Investing Activities:
Capital expenditures		—			(55,276	)		(7,000	)		(45,085	)		—			(107,361	)
Cash paid for acquisitions, net of cash acquired		—			(9,043	)		—			(98,247	)		—			(107,290	)
Intercompany loans to subsidiaries		234,913			(78,762	)		—			—			(156,151	)		—
Investment in subsidiaries		(36,193	)		(36,193	)		—			—			72,386			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(6,179	)		(350	)		(1,615	)		—			(8,144	)
Proceeds from sales of property and equipment and other, net		—			1,898			5			(41	)		—			1,862
Cash Flows from Investing Activities—Continuing Operations		197,218			(183,555	)		(7,345	)		(144,988	)		(83,765	)		(222,435	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		197,218			(185,537	)		(7,345	)		(149,142	)		(83,765	)		(228,571	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(1,712,961	)		(1,447	)		(54,286	)		—			(1,768,694	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,856,000			—			32,264			—			1,888,264
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			385			—			385
Intercompany loans from parent		—			(239,345	)		(1,758	)		84,952			156,151			—
Equity contribution from parent		—			36,193			—			36,193			(72,386	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(85,971	)		—			—			—			—			(85,971	)
Proceeds from exercise of stock options and employee stock purchase plan		11,029			—			—			—			—			11,029
Excess tax benefits from stock-based compensation		254			—			—			—			—			254
Payment of debt financing costs		—			(93	)		—			—			—			(93	)
Cash Flows from Financing Activities—Continuing Operations		(112,740	)		(60,206	)		(3,205	)		99,508			83,765			7,122
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		(112,740	)		(60,206	)		(3,205	)		99,469			83,765			7,083
Effect of exchange rates on cash and cash equivalents		—			—			344			(661	)		—			(317	)
Increase (Decrease) in cash and cash equivalents		(3,428	)		729			9,729			(16,645	)		—			(9,615	)
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	—		$	11,479		$	78,636		$	80,115		$	—		$	170,230

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Reconciliation of Adjusted OIBDA to Income from Continuing Operations before Provision (Benefit) for Income Taxes on a Consolidated Basis
Adjusted OIBDA	$ 235,590	$ 227,585	$ 456,130	$ 444,884
Less: Depreciation and Amortization	77,510	78,868	155,518	159,031
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(607)	(220)	112	(684)
Interest Expense, Net	58,216	48,604	117,000	97,222
Other Expense (Income), Net	10,066	2,621	6,762	(6,337)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$ 90,405	$ 97,712	$ 176,738	$ 195,652

XML

Acquisitions (Details) (USD $) In Thousands, unless otherwise specified		3 Months Ended		1 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 Switzerland acquisition	May 31, 2012 Switzerland acquisition	Apr. 30, 2012 Grupo Store installment year
Business Acquisition
Purchase price	$ 117,669			$ 79,000
Purchase price, net of cash acquired				76,000
Portion of purchase price for acquisition that was deposited in escrow				8,000
Number of annual installments in which any escrow amount not distributed to sellers or Company will be released to the sellers				4
Period from closing date after which amount not distributed to sellers or IMI will be released to sellers (in years)				2
Cash Paid for Business acquired	112,404		21,600
Percentage of previously held ownership interest			15.00%
Equity method of investment			1,700
Fair value of such interest on the date of acquisition	4,265	2,700	2,700
Gain on the transaction to other income (expense), net		$ 1,000
Control premium paid (as a percent)			30.00%

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CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS
Interest Income	$ 810	$ 493	$ 1,355	$ 1,044

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
CONSOLIDATED STATEMENTS OF CASH FLOWS
Deferred financing costs and bond discount included in Amortization	$ 3,444	$ 2,857

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Information

Analysis of business segment information and reconciliation to the consolidated financial statements

	North American Business		International Business		Corporate			Total Consolidated
Three Months Ended June 30, 2011
Total Revenues	$	557,513	$	201,038	$	—		$	758,551
Depreciation and Amortization		45,629		25,065		8,174			78,868
Depreciation		42,577		21,105		8,138			71,820
Amortization		3,052		3,960		36			7,048
Adjusted OIBDA		242,123		39,449		(53,987	)		227,585
Expenditures for Segment Assets		32,813		59,798		3,016			95,627
Capital Expenditures		25,662		18,298		3,016			46,976
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
Three Months Ended June 30, 2012
Total Revenues		551,879		200,286		—			752,165
Depreciation and Amortization		45,272		24,364		7,874			77,510
Depreciation		42,134		19,631		7,841			69,606
Amortization		3,138		4,733		33			7,904
Adjusted OIBDA		236,268		42,325		(43,003	)		235,590
Expenditures for Segment Assets		29,932		122,181		2,940			155,053
Capital Expenditures		25,763		22,742		2,940			51,445
Cash Paid for Acquisitions, Net of Cash acquired		225		98,247		—			98,472
Additions to Customer Relationship and Acquisition Costs		3,944		1,192		—			5,136
Six Months Ended June 30, 2011
Total Revenues		1,112,811		391,749		—			1,504,560
Depreciation and Amortization		91,045		50,486		17,500			159,031
Depreciation		85,030		42,704		17,424			145,158
Amortization		6,015		7,782		76			13,873
Adjusted OIBDA		470,098		78,327		(103,541	)		444,884
Total Assets(1)		4,377,454		1,846,832		193,073			6,417,359
Expenditures for Segment Assets		68,863		107,522		9,048			185,433
Capital Expenditures		54,447		35,689		9,048			99,184
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736		—			75,172
Additions to Customer Relationship and Acquisition Costs		8,980		2,097		—			11,077
Six Months Ended June 30, 2012
Total Revenues		1,104,189		394,474		—			1,498,663
Depreciation and Amortization		89,787		49,770		15,961			155,518
Depreciation		83,531		40,331		15,893			139,755
Amortization		6,256		9,439		68			15,763
Adjusted OIBDA		462,615		85,885		(92,370	)		456,130
Total Assets(1)		4,188,837		1,740,542		157,833			6,087,212
Expenditures for Segment Assets		69,268		142,475		11,052			222,795
Capital Expenditures		53,696		42,613		11,052			107,361
Cash Paid for Acquisitions, Net of Cash acquired		9,043		98,247		—			107,290
Additions to Customer Relationship and Acquisition Costs		6,529		1,615		—			8,144

(1)

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

Reconciliation of Adjusted OIBDA to Income from continuing operations before Provision (benefit) for Income Taxes

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	227,585		$	235,590		$	444,884		$	456,130
Less: Depreciation and Amortization		78,868			77,510			159,031			155,518
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(220	)		(607	)		(684	)		112
Interest Expense, Net		48,604			58,216			97,222			117,000
Other Expense (Income), Net		2,621			10,066			(6,337	)		6,762
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	97,712		$	90,405		$	195,652		$	176,738

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Derivative Instruments and Hedging Activities (Details) In Thousands, unless otherwise specified		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 Foreign exchange contracts USD ($)	Jun. 30, 2011 Foreign exchange contracts USD ($)	Jun. 30, 2012 Foreign exchange contracts USD ($)	Jun. 30, 2011 Foreign exchange contracts USD ($)	Jun. 30, 2012 Iron Mountain Europe Limited ("IME") U.S. dollars:British pounds sterling USD ($)	Jun. 30, 2012 Iron Mountain Europe Limited ("IME") U.S. dollars:British pounds sterling GBP (£)	Jun. 30, 2012 Iron Mountain Australia Pty Ltd U.S. dollars:Australian dollars USD ($)	Jun. 30, 2012 Iron Mountain Australia Pty Ltd U.S. dollars:Australian dollars AUD
Derivative Instruments and Hedging Activities
Percent of debt portfolio with fixed interest rates	75.00%
Derivative instruments
Notional amount of outstanding forward contracts, purchases						$ 197,987		$ 76,613
Notional amount of outstanding forward contracts, sales							125,000		75,000
Net cash disbursements (receipts) from foreign currency forward contracts		$ 2,284	$ 5,559	$ 3,787	$ 9,184

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Discontinued Operations

6 Months Ended

Jun. 30, 2012

Discontinued Operations

Discontinued Operations

(10) Discontinued Operations

Digital Operations

        On June 2, 2011, IMI completed the sale of the Digital Business to Autonomy pursuant to the Digital Sale Agreement. In the Digital Sale, Autonomy purchased (1) the shares of certain of IMI's subsidiaries through which IMI conducted the Digital Business and (2) certain assets of IMI and its subsidiaries relating to our Digital Business. The Digital Sale qualified as discontinued operations and, as a result, the financial position, operating results and cash flows of the Digital Business, for all periods presented, including the gain on the sale, have been reported as discontinued operations for financial reporting purposes.

        Pursuant to the Digital Sale Agreement, IMI received approximately $395,400 in cash, consisting of the initial purchase price of $380,000 and a preliminary working capital adjustment of approximately $15,400, which remains subject to a customary post-closing adjustment based on the amount of working capital at closing. The purchase price for the Digital Sale will be increased on a dollar-for-dollar basis if the working capital balance at the time of closing exceeds the target amount of working capital as set forth in the Digital Sale Agreement and decreased on a dollar-for-dollar basis if such closing working capital balance is less than the target amount. We and Autonomy are in disagreement regarding the working capital adjustment in the Digital Sale Agreement. As a result, as contemplated by the Digital Sale Agreement, the matter has been referred to an independent third party accounting firm for determination of the appropriate adjustment amount. Any change in the estimated amount of working capital adjustment will be recorded within gain (loss) on the sale of discontinued operations, net of tax within our consolidated statement of operations. Transaction costs relating to the Digital Sale amounted to $7,387. Additionally, $11,075 of inducements are payable to Autonomy and have been netted against the proceeds in calculating the gain on the Digital Sale. A gain on sale of discontinued operations in the amount of $245,654 ($193,349, net of tax) was recorded during the three month period ended June 30, 2011 as a result of the Digital Sale.

        The table below summarizes certain results of operations of the Digital Business:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	32,521		$	—		$	79,199		$	—
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations	$	(16,812	)	$	(377	)	$	(20,398	)	$	378
(Benefit) Provision for Income Taxes		(6,414	)		—			(7,530	)		291
(Loss) Income from Discontinued Operations, Net of Tax	$	(10,398	)	$	(377	)	$	(12,868	)	$	87
Gain on Sale of Discontinued Operations	$	245,654		$	—		$	245,654		$	—
Provision for Income Taxes		52,305			—			52,305			—
Gain on Sale of Discontinued Operations, Net of Tax	$	193,349		$	—		$	193,349		$	—
Total Income (Loss) from Discontinued Operations and Sale, Net of Tax	$	182,951		$	(377	)	$	180,481		$	87

        There have been no allocations of corporate general and administrative expenses to discontinued operations. In accordance with our policy, we have allocated corporate interest associated with all debt that is not specifically allocated to a particular component based on the proportion of the assets of the Digital Business to our total consolidated assets at the applicable weighted average interest rate associated with such debt for such reporting period. Interest allocated to the Digital Business and included in loss from discontinued operations amounted to $978 and $2,396 for three and six months ended June 30, 2011, respectively.

New Zealand Business

        We completed the sale of the New Zealand Business on October 3, 2011 for a purchase price of approximately $10,000. During the second quarter of 2011, we recorded an impairment charge of $4,900 to write-down the long-lived assets of the New Zealand Business to its estimated net realizable value, which is included in income (loss) from discontinued operations. Additionally, we recorded a tax benefit of $9,442 during the second quarter of 2011 associated with the outside tax basis of our New Zealand Business, which is also reflected in income (loss) from discontinued operations. No valuation allowance was provided against the $9,442 recorded as such amount is recoverable against the capital gain associated with the Digital Sale. For all periods presented, the financial position, operating results and cash flows of the New Zealand Business, including the gain on the sale, have been reported as discontinued operations for financial reporting purposes.

        The table below summarizes certain results of operations of the New Zealand Business:

	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Total Revenues	$	2,160		$	4,143
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(4,876	)	$	(4,948	)
Benefit for Income Taxes		(9,442	)		(9,442	)
Income from Discontinued Operations, Net of Tax	$	4,566		$	4,494

Italian Business

        We committed in December 2011 to a plan to sell the Italian Business. Beginning in the fourth quarter of 2011, the Italian Business was classified as held for sale, and, for all periods presented, the financial position, operating results and cash flows of the Italian Business have been reported as discontinued operations for financial reporting purposes. We sold the Italian Business on April 27, 2012. We agreed to indemnify the buyers of the Italian Business for certain possible costs associated with the fire in Italy discussed more fully at Note 8.e. A loss on sale of discontinued operations in the amount of $1,885 was recorded during the three month period ended June 30, 2012 as a result of the sale of the Italian Business. Approximately $383 of cumulative translation adjustment associated with our Italian Business was reclassified from accumulated other comprehensive items, net and reduced the loss on the sale by the same amount.

        The table below summarizes certain results of operations of the Italian Business:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2012			2011			2012
Total Revenues	$	4,338		$	—		$	8,621		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(2,009	)	$	(262	)	$	(6,103	)	$	(6,386	)
Benefit for Income Taxes		(79	)		—			(158	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(1,930	)	$	(262	)	$	(5,945	)	$	(5,819	)
Loss on Sale of Discontinued Operations	$	—		$	(1,885	)	$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	(1,885	)	$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(1,930	)	$	(2,147	)	$	(5,945	)	$	(7,704	)