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 September 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 October 23, 2012: 172,515,017

IRON MOUNTAIN INCORPORATED

Index

	Page
PART I—FINANCIAL INFORMATION
Item 1—Unaudited Consolidated Financial Statements
Consolidated Balance Sheets at December 31, 2011 and September 30, 2012 (Unaudited)		3
Consolidated Statements of Operations for the Three Months Ended September 30, 2011 and 2012 (Unaudited)		4
Consolidated Statements of Operations for the Nine Months Ended September 30, 2011 and 2012 (Unaudited)		5
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2011 and 2012 (Unaudited)		6
Consolidated Statements of Equity for the Nine Months Ended September 30, 2011 and 2012 (Unaudited)		7
Consolidated Statements of Cash Flows for the Nine Months Ended September 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		50
Item 4—Controls and Procedures		76
PART II—OTHER INFORMATION
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds		77
Item 6—Exhibits		77
Signatures		79

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			September 30, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	179,845		$	334,583
Restricted cash		35,110			36,612
Accounts receivable (less allowances of $23,277 and $25,267 as of December 31, 2011 and September 30, 2012, respectively)		543,467			576,500
Deferred income taxes		43,235			4,393
Prepaid expenses and other		105,537			113,896
Assets of discontinued operations		7,256			—
Total Current Assets		914,450			1,065,984
Property, Plant and Equipment:
Property, plant and equipment		4,232,594			4,358,067
Less—Accumulated depreciation		(1,825,511	)		(1,947,943	)
Property, Plant and Equipment, net		2,407,083			2,410,124
Other Assets, net:
Goodwill		2,254,268			2,336,099
Customer relationships and acquisition costs		410,149			443,418
Deferred financing costs		35,798			45,424
Other		19,510			26,526
Total Other Assets, net		2,719,725			2,851,467
Total Assets	$	6,041,258		$	6,327,575
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	73,320		$	71,380
Accounts payable		156,381			124,762
Accrued expenses		418,831			379,710
Deferred revenue		197,181			196,763
Liabilities of discontinued operations		3,317			—
Total Current Liabilities		849,030			772,615
Long-term Debt, net of current portion		3,280,268			3,668,047
Other Long-term Liabilities		53,169			55,043
Deferred Rent		97,177			97,891
Deferred Income Taxes		507,358			434,854
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 172,133,147 shares as of December 31, 2011 and September 30, 2012, respectively)		1,721			1,721
Additional paid-in capital		343,603			354,079
Retained earnings		902,567			913,139
Accumulated other comprehensive items, net		(2,203	)		18,270
Total Iron Mountain Incorporated Stockholders' Equity		1,245,688			1,287,209
Noncontrolling Interests		8,568			11,916
Total Equity		1,254,256			1,299,125
Total Liabilities and Equity	$	6,041,258		$	6,327,575

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 September 30,
	2011			2012
Revenues:
Storage rental	$	427,321		$	434,665
Service		340,985			313,460
Total Revenues		768,306			748,125
Operating Expenses:
Cost of sales (excluding depreciation and amortization)		306,361			310,344
Selling, general and administrative		209,003			204,498
Depreciation and amortization		76,904			80,944
Intangible impairments		42,500			—
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(1,661	)		(1,627	)
Total Operating Expenses		633,107			594,159
Operating Income (Loss)		135,199			153,966
Interest Expense, Net (includes Interest Income of $614 and $596 for the three months ended September 30, 2011 and 2012, respectively)		50,047			61,381
Other Expense (Income), Net		16,631			7,746
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		68,521			84,839
Provision (Benefit) for Income Taxes		18,127			31,120
Income (Loss) from Continuing Operations		50,394			53,719
Income (Loss) from Discontinued Operations, Net of Tax		(19,380	)		32
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911			—
Net Income (Loss)		37,925			53,751
Less: Net Income (Loss) Attributable to Noncontrolling Interests		587			942
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	37,338		$	52,809
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	0.26		$	0.31
Total Income (Loss) from Discontinued Operations	$	(0.06	)	$	—
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.19		$	0.31
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.26		$	0.31
Total Income (Loss) from Discontinued Operations	$	(0.06	)	$	—
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.19		$	0.31
Weighted Average Common Shares Outstanding—Basic		195,610			171,776
Weighted Average Common Shares Outstanding—Diluted		196,717			173,047
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

(In Thousands, except Per Share Data)

(Unaudited)

	Nine Months Ended September 30,
	2011			2012
Revenues:
Storage rental	$	1,262,172		$	1,293,442
Service		1,010,694			953,346
Total Revenues		2,272,866			2,246,788
Operating Expenses:
Cost of sales (excluding depreciation and amortization)		929,893			938,702
Selling, general and administrative		645,147			618,673
Depreciation and amortization		235,935			236,462
Intangible impairments		42,500			—
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(2,345	)		(1,515	)
Total Operating Expenses		1,851,130			1,792,322
Operating Income (Loss)		421,736			454,466
Interest Expense, Net (includes Interest Income of $1,658 and $1,951 for the nine months ended September 30, 2011 and 2012, respectively)		147,269			178,381
Other Expense (Income), Net		10,294			14,508
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		264,173			261,577
Provision (Benefit) for Income Taxes		65,143			105,344
Income (Loss) from Continuing Operations		199,030			156,233
Income (Loss) from Discontinued Operations, Net of Tax		(33,699	)		(5,700	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		200,260			(1,885	)
Net Income (Loss)		365,591			148,648
Less: Net Income (Loss) Attributable to Noncontrolling Interests		2,109			2,434
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	363,482		$	146,214
Earnings (Losses) per Share—Basic:
Income (Loss) from Continuing Operations	$	1.00		$	0.91
Total Income (Loss) from Discontinued Operations	$	0.84		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.83		$	0.85
Earnings (Losses) per Share—Diluted:
Income (Loss) from Continuing Operations	$	0.99		$	0.91
Total Income (Loss) from Discontinued Operations	$	0.83		$	(0.04	)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	1.81		$	0.85
Weighted Average Common Shares Outstanding—Basic		199,164			171,464
Weighted Average Common Shares Outstanding—Diluted		200,427			172,500
Dividends Declared per Common Share	$	0.6875		$	0.7900

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 September 30,
	2011			2012
Net Income (Loss)	$	37,925		$	53,751
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(66,288	)		20,095
Total Other Comprehensive (Loss) Income		(66,288	)		20,095
Comprehensive (Loss) Income		(28,363	)		73,846
Comprehensive (Loss) Income Attributable to Noncontrolling Interests		(452	)		1,482
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$	(27,911	)	$	72,364

	Nine Months Ended September 30,
	2011			2012
Net Income (Loss)	$	365,591		$	148,648
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(24,814	)		21,197
Total Other Comprehensive (Loss) Income		(24,814	)		21,197
Comprehensive Income (Loss)		340,777			169,845
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		1,225			3,158
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	339,552		$	166,687

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 $578		94,486			3,753,404			37			94,449			—			—			—
Stock repurchases		(548,455	)		(17,201,540	)		(172	)		(548,283	)		—			—			—
Parent cash dividends declared		(135,102	)		—			—			—			(135,102	)		—			—
Currency translation adjustment		(24,814	)		—			—			—			—			(23,930	)		(884	)
Net income (loss)		365,591			—			—			—			363,482			—			2,109
Noncontrolling interests equity contributions		217			—			—			—			—			—			217
Noncontrolling interests dividends		(1,484	)		—			—			—			—			—			(1,484	)
Balance, September 30, 2011	$	1,703,304			186,615,930		$	1,866		$	774,821		$	913,690		$	5,552		$	7,375

				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 $309		45,164			1,095,330			11			45,153			—			—			—
Stock repurchases		(34,688	)		(1,103,149	)		(11	)		(34,677	)		—			—			—
Parent cash dividends declared		(135,642	)		—			—			—			(135,642	)		—			—
Currency translation adjustment		21,197			—			—			—			—			20,473			724
Net income (loss)		148,648			—			—			—			146,214			—			2,434
Noncontrolling interests equity contributions		336			—			—			—			—			—			336
Noncontrolling interests dividends		(1,146	)		—			—			—			—			—			(1,146	)
Parent purchase of noncontrolling interests		1,000			—			—			—			—			—			1,000
Balance, September 30, 2012	$	1,299,125			172,133,147		$	1,721		$	354,079		$	913,139		$	18,270		$	11,916

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

7

IRON MOUNTAIN INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended September 30,
	2011			2012
Cash Flows from Operating Activities:
Net income (loss)	$	365,591		$	148,648
Loss (Income) from discontinued operations		33,699			5,700
(Gain) Loss on sale of discontinued operations		(200,260	)		1,885
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation		214,973			210,248
Amortization (includes deferred financing costs and bond discount of $4,520 and $5,121, for the nine months ended September 30, 2011 and 2012, respectively)		25,482			31,335
Intangible impairments		42,500			—
Stock-based compensation expense		12,442			20,799
Provision (Benefit) for deferred income taxes		14,095			(43,254	)
Loss on early extinguishment of debt, net		993			10,628
(Gain) Loss on disposal/write-down of property, plant and equipment, net		(2,345	)		(1,515	)
Foreign currency transactions and other, net		11,294			9,163
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable		(18,336	)		(22,379	)
Prepaid expenses and other		(3,784	)		(18,473	)
Accounts payable		1,710			(12,618	)
Accrued expenses and deferred revenue		(42,269	)		(29,321	)
Other assets and long-term liabilities		(4,635	)		807
Cash Flows from Operating Activities-Continuing Operations		451,150			311,653
Cash Flows from Operating Activities-Discontinued Operations		(40,192	)		(10,916	)
Cash Flows from Operating Activities		410,958			300,737
Cash Flows from Investing Activities:
Capital expenditures		(148,099	)		(165,462	)
Cash paid for acquisitions, net of cash acquired		(75,172	)		(106,221	)
Investment in restricted cash		(4	)		(1,502	)
Additions to customer relationship and acquisition costs		(16,869	)		(13,377	)
Investment in joint ventures		(335	)		(2,330	)
Proceeds from sales of property and equipment and other, net		4,144			1,731
Cash Flows from Investing Activities-Continuing Operations		(236,335	)		(287,161	)
Cash Flows from Investing Activities-Discontinued Operations		371,103			(6,136	)
Cash Flows from Investing Activities		134,768			(293,297	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(1,940,741	)		(2,803,476	)
Proceeds from revolving credit and term loan facilities and other debt		2,057,835			2,637,534
Early retirement of senior subordinated notes		(231,255	)		(525,834	)
Net proceeds from sales of senior subordinated notes		394,000			985,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		531			416
Stock repurchases		(548,455	)		(38,052	)
Parent cash dividends		(125,739	)		(132,307	)
Proceeds from exercise of stock options and employee stock purchase plan		81,887			22,328
Excess tax benefits from stock-based compensation		578			309
Payment of debt financing costs		(8,860	)		(2,179	)
Cash Flows from Financing Activities-Continuing Operations		(320,219	)		143,739
Cash Flows from Financing Activities-Discontinued Operations		(415	)		(39	)
Cash Flows from Financing Activities		(320,634	)		143,700
Effect of Exchange Rates on Cash and Cash Equivalents		(2,906	)		3,598
Increase (Decrease) in Cash and Cash Equivalents		222,186			154,738
Cash and Cash Equivalents, Beginning of Period		258,693			179,845
Cash and Cash Equivalents, End of Period	$	480,879		$	334,583
Supplemental Information:
Cash Paid for Interest	$	162,426		$	175,478
Cash Paid for Income Taxes	$	124,680		$	151,906
Non-Cash Investing and Financing Activities:
Capital Leases	$	25,062		$	31,715
Accrued Capital Expenditures	$	20,141		$	18,081
Dividends Payable	$	46,877		$	46,515
Unsettled Purchases of Parent Common Stock	$	10,852		$	—

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, the 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 September 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 $15,624 and $14,381 for the three and nine months ended September 30, 2011, respectively. The total gain or loss on foreign currency transactions amounted to a net gain of $1,131 and a net loss of $8,055 for the three and nine months ended September 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 September 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

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)

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 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 (of which $42,500 was recorded and included in the third quarter of 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 September 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 September 30, 2012, the carrying value of goodwill, net amounted to $1,762,399, $315,472, $45,787, $82,330, $67,386 and $62,725 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 nine months ended September 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		—		5,118
Non-deductible goodwill acquired during the year		—		58,613		58,613
Currency effects		8,839		10,009		18,848
Gross Balance as of September 30, 2012	$	2,024,198	$	632,666	$	2,656,864
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655	$	320,017
Currency effects		437		311		748
Accumulated Amortization Balance as of September 30, 2012	$	261,799	$	58,966	$	320,765
Net Balance as of December 31, 2011	$	1,748,879	$	505,389	$	2,254,268
Net Balance as of September 30, 2012	$	1,762,399	$	573,700	$	2,336,099
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500	$	132,409
Accumulated Goodwill Impairment Balance as of September 30, 2012	$	85,909	$	46,500	$	132,409

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

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	661,039	$	(217,621	)	$	443,418
Core Technology(1)		3,682		(2,832	)		850
Trademarks and Non-Compete Agreements(1)		5,926		(2,744	)		3,182
Deferred Financing Costs		63,538		(18,114	)		45,424
Total	$	734,185	$	(241,311	)	$	492,874

(1)

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

12

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 $8,752 and $25,482 for the three and nine months ended September 30, 2011, respectively. Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,128 and $31,335 for the three and nine months ended September 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 nine months ended September 30, 2011 was $4,403, ($2,479 after tax or $0.01 per basic and diluted share) and $12,702, including $260 in discontinued operations, ($5,213 after tax or $0.03 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2012 was $4,682 ($3,836 after tax or $0.02 per basic and diluted share) and $20,799 ($15,744 after tax or $0.09 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 September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	240	$	329	$	560	$	846
Selling, general and administrative expenses		4,163		4,353		11,882		19,953
Total stock-based compensation	$	4,403	$	4,682	$	12,442	$	20,799

        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 $578 and $309 for the nine months ended September 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

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)

period of ten years and have a contractual life of 12 years, unless the holder's employment is sooner terminated. As of September 30, 2012, ten-year vesting options represent 8.2% 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 September 30, 2012, three-year vesting options represent 12.8% 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 nine months ended September 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:

	Nine Months Ended September 30,
Weighted Average Assumptions	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.46	%		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.

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)

        A summary of option activity for the nine months ended September 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		(899,781	)		23.62
Forfeited		(196,688	)		25.69
Expired		(34,538	)		32.57
Outstanding at September 30, 2012		6,008,923		$	26.02		6.02	$	49,391
Options exercisable at September 30, 2012		3,891,146		$	25.93		5.24	$	32,472
Options expected to vest		1,973,781		$	26.20		7.46	$	15,749

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	7,869	$	4,440	$	36,778	$	7,812

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. As a result of an amendment to our RSUs approved by our Compensation Committee of our Board of Directors in October 2012, all RSUs now 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 $8 and $42 of cash dividends on RSUs during the three and nine months ended September 30, 2012, respectively. 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).

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)

        A summary of restricted stock and RSUs activity for the nine months ended September 30, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	27.45
Granted		812,104			28.14
Vested		(217,282	)		27.44
Forfeited		(32,101	)		27.25
Non-vested at September 30, 2012		1,173,672		$	27.93

        The total fair value of restricted stock vested during the three and nine months ended September 30, 2011 was $0 and $13, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2012 was $0 and $1, respectively. The total fair value of RSUs vested during the three and nine months ended September 30, 2011 was $225 and $687, respectively. The total fair value of RSUs vested during the nine months ended September 30, 2012 was $5,962.

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 for grants of PUs made in 2011 and 2012 were calendar year revenue growth and return on invested capital ("ROIC"). The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned 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. As a result of an amendment to our PUs approved by our Compensation Committee of our Board of Directors in October 2012, all PUs now accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the vesting date of the associated PU and will be forfeited if the PU does not vest.

        During the nine months ended September 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

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)

grant as described above. The total fair value of earned PUs that vested during the nine months ended September 30, 2012 was $3,505. As of September 30, 2012, we expected 106.2% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012.

        A summary of PU activity for the nine months ended September 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		$	26.94
Granted		221,781			12,012			233,793			26.11
Vested		(124,914	)		(5,013	)		(129,927	)		26.98
Forfeited		(3,381	)		—			(3,381	)		25.98
Non-vested at September 30, 2012		206,235			6,999			213,234		$	26.02

(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 nine months ended September 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 September 30, 2012 was 311,089.

        As of September 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $45,174 and is expected to be recognized over a weighted-average period of 2.4 years.

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)

        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 September 30,					Nine Months Ended September 30,
	2011			2012		2011		2012
Income (Loss) from continuing operations	$	50,394		$	53,719	$	199,030	$	156,233
Total income (loss) from discontinued operations (see Note 10)	$	(12,469	)	$	32	$	166,561	$	(7,585	)
Net income (loss) attributable to Iron Mountain Incorporated	$	37,338		$	52,809	$	363,482	$	146,214
Weighted-average shares—basic		195,610,000			171,776,000		199,164,000		171,464,000
Effect of dilutive potential stock options		993,683			950,922		1,175,735		808,365
Effect of dilutive potential restricted stock, RSUs and PUs		112,969			320,537		87,149		227,899
Weighted-average shares—diluted		196,716,652			173,047,459		200,426,884		172,500,264
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	1.00	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.84	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.19		$	0.31	$	1.83	$	0.85
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	0.99	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.83	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.19		$	0.31	$	1.81	$	0.85
Antidilutive stock options, RSUs and PUs, excluded from the calculation		1,810,859			821,862		4,212,799		1,584,179

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)

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 driver of our financial performance 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 Document Management Solutions ("DMS"), 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.

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)

i.

Income Taxes

        Our effective tax rates for the three and nine months ended September 30, 2011 were 26.5% and 24.7%, respectively. Our effective tax rates for the three and nine months ended September 30, 2012 were 36.7% and 40.3%, respectively. The primary reconciling item between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2011 was a positive impact provided by the recognition of certain previously unrecognized tax benefits due to expirations of statute of limitation periods and settlements with tax authorities in various jurisdictions of $31,935 and $36,150, respectively. This benefit was partially offset by a goodwill impairment charge included in income from continuing operations as a component of intangible impairments in our consolidated statements of operations, a majority of which was non-deductible for tax purposes. Additionally, to a lesser extent, state income taxes (net of federal tax 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, are reconciling items that impact our effective tax rate. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2012 were state income taxes (net of federal tax 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 nine months ended September 30, 2012, foreign currency gains were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions while foreign currency losses were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments, which lowered our 2012 effective tax rate by 5.6% and 1.2%, 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; (5) our ability to utilize foreign tax credits that we generate; and (6) our proposed conversion to a real estate investment trust ("REIT"). 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 $6,497 and $7,753 for gross interest and penalties for the three

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)

and nine months ended September 30, 2011, respectively. We recorded an increase of $922 and $920 for gross interest and penalties for the three and nine months ended September 30, 2012, respectively. We had $2,819 and $3,237 accrued for the payment of interest and penalties as of December 31, 2011 and September 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 September 30, 2012, we had approximately $86,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. We may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries in the future depending upon a number of factors, decisions and events in connection with our proposed REIT conversion, including favorable indications from the U.S. Internal Revenue Service with regard to our REIT private letter ruling requests, finalization of countries to be included in the conversion plan, shareholder approval of certain modifications to our charter and final Board of Director approval of our conversion to a REIT.

        As of September 30, 2012, we have reclassified approximately $36,000 of long-term deferred income tax liabilities to current deferred income taxes (included within accrued expenses within current liabilities) and prepaid and other assets (included within current assets) within our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate rather than 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 September 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 six global banks and eight "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 to a maximum of $50,000 or any one financial institution to a maximum of $75,000. As of December 31, 2011 and September 30, 2012, our cash and cash equivalents and restricted cash balance was $214,955 and $371,195, respectively, including money market funds and time deposits amounting to $181,823 and $352,315, respectively. A substantial portion of the money market funds is invested in U.S. Treasuries.

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)

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 September 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			—

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)

			Fair Value Measurements at September 30, 2012 Using
Description	Total Carrying Value at September 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	192,214	$	—		$	192,214		$	—
Time Deposits(1)		160,101		—			160,101			—
Trading Securities		10,419		10,063	(2)		356	(1)		—
Derivative Assets(3)		4		—			4			—
Derivative Liabilities(3)		5,779		—			5,779			—

(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 nine months ended September 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 No. 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 No. 2011-08 as of January 1, 2012. The adoption of ASU No. 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 ongoing 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

23

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)

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 September 30, 2012, respectively.

o.    Other Expense (Income), Net

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2012			2011			2012
Foreign currency transaction losses (gains), net	$	15,624	$	(1,131	)	$	14,381		$	8,055
Debt extinguishment expense, net		—		10,628			993			10,628
Other, net		1,007		(1,751	)		(5,080	)		(4,175	)
	$	16,631	$	7,746		$	10,294		$	14,508

p.    Property, Plant and Equipment

        We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $1,515 for the nine months ended September 30, 2012 and consisted primarily of approximately $2,700 of gains associated with the sale of leased vehicles in North America, partially offset by approximately $700 of asset write-offs in North America and approximately $500 of asset write-offs associated with our Latin America operations. Consolidated gain on disposal/write-down of property, plant and equipment, net was $2,345 for the nine months ended September 30, 2011 and consisted primarily of: (1) a gain of approximately $3,200 associated with the disposal of a facility in North America; (2) a gain of approximately $1,900 associated with the sale of leased vehicles in North America; partially offset by (3) a loss of approximately $2,300 associated with certain third-party software licenses that were discontinued (including approximately $1,850 associated with our International Business segment and approximately $450 associated with our North American Business segment).

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

        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 September 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 September 30, 2012, we had (1) an outstanding forward contract to purchase $197,913 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 $75,900 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 nine months ended September 30, 2011, there were $68 in net cash receipts and $9,116 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 nine months ended September 30, 2012, there were $4 in net cash receipts and $3,783 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

25

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)

of December 31, 2011 and September 30, 2012 and their gains and losses for the three and nine months ended September 30, 2011 and 2012:

	Asset Derivatives
	December 31, 2011			September 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	$	4
Total		$	2,803		$	4

	Liability Derivatives
	December 31, 2011			September 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	$	5,779
Total		$	435		$	5,779

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2011			2012		2011		2012
Foreign exchange contracts	Other (income) expense, net	$	(5,971	)	$	7,649	$	299	$	11,927
Total		$	(5,971	)	$	7,649	$	299	$	11,927

        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 nine months ended September 30, 2011 and 2012, we designated on average 79,889 and 101,556 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 gains of $11,271 ($7,057, net of tax) and $3,063 ($1,928, net of tax) for the three and nine months ended September 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 losses of $2,303 ($1,401, net of tax) and $938 ($535, net of tax) for the three and nine months ended September 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 September 30, 2012, cumulative net gains of $12,855, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

26

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 September 30, 2012 are not presented due to the insignificant impact that the acquisitions completed in 2012 had on our consolidated results of operations.

        In April 2012, in order to enhance our existing operations in Brazil, 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 ($75,000, net of cash acquired). 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), which provides storage rental and records management services, in a stock transaction for a cash purchase price of approximately $21,600. 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.

27

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 September 30, 2012 is as follows:

Cash Paid (gross of cash acquired)	$	112,599
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,864
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		15,067
Property, Plant and Equipment(1)		7,275
Customer Relationship Assets(2)		50,380
Other Assets		5,533
Liabilities Assumed and Deferred Income Taxes(3)		(24,122	)
Total Fair Value of Identifiable Net Assets Acquired		54,133
Recorded Goodwill	$	63,731

(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 14 years.

(3)

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

        Allocations of the purchase price for acquisitions completed 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).

28

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					September 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	—		$	—
Term Loan Facility(1)		487,500			487,500		468,750			468,750
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		242,475			243,384
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		—			—
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		177,914			184,141
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		—			—
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,827			55,979
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		326,238			331,132
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			422,750		400,000			450,000
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			319,118
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,475			609,813
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		—			—		1,000,000			1,002,500
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		225,748			225,748
Total Long-term Debt		3,353,588					3,739,427
Less Current Portion		(73,320	)				(71,380	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,668,047

(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 September 30, 2012, respectively).

29

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

(2)

The fair values of these debt instruments are based on quoted market prices for these notes on December 31, 2011 and September 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

30

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

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 September 30, 2012, we had no outstanding borrowings under the Revolving Credit Facility and we had various outstanding letters of credit totaling $2,939. The remaining availability under the Revolving Credit Facility on September 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 $722,061. The interest rate in effect under the Term Loan Facility was 2.3% as of September 30, 2012. For the three and nine months ended September 30, 2011, we recorded commitment fees and letters of credit fees of $650 and $1,516, respectively, and for the three and nine months ended September 30, 2012, we recorded commitment fees and letters of credit fees of $562 and $1,611, respectively, based on the unused balances under our revolving credit facilities and outstanding letters of credit.

        In August 2012, we completed an underwritten public offering of $1.0 billion in aggregate principal amount of our 5³/4% Notes, which were issued at 100% of par. Our net proceeds of $985,000, after paying the underwriters' discounts and commissions, were used to redeem all of our outstanding 6⁵/8% Notes and 8³/4% Notes and to repay existing indebtedness under our Revolving Credit Facility, and the balance will be used for general corporate purposes, including funding a portion of the costs we expect to incur in connection with our proposed conversion to a REIT.

        In August 2012, we redeemed (1) the $320,000 aggregate principal amount outstanding of our 6⁵/8% Notes at 100% of par, plus accrued and unpaid interest, and (2) the $200,000 aggregate principal amount outstanding of our 8³/4% Notes at 102.9% of par, plus accrued and unpaid interest. We recorded a charge to other expense (income), net of $10,628 in the third quarter of 2012 related to the early extinguishment of the 6⁵/8% Notes and 8³/4% Notes. This charge consists of the call premium, original issue discounts and deferred financing costs related to the 6⁵/8% Notes and 8³/4% Notes.

31

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(5) Debt (Continued)

        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 3.6 as of December 31, 2011 and September 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.5 as of December 31, 2011 and September 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 September 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.

(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 September 30, 2012 and for the three and nine months ended September 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.

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)

        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

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)

	September 30, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	40,000	$	106,994	$	85,456	$	102,133	$	—		$	334,583
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,928		46,605		175,967		—			576,500
Intercompany Receivable		1,094,814		—		6,687		—		(1,101,501	)		—
Other Current Assets		52		71,462		5,082		41,693		—			118,289
Total Current Assets		1,171,478		532,384		143,830		319,793		(1,101,501	)		1,065,984
Property, Plant and Equipment, Net		1,353		1,451,563		206,764		750,444		—			2,410,124
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,124,875		1,000		4,557		—		(1,130,432	)		—
Investment in Subsidiaries		1,927,238		1,663,062		—		—		(3,590,300	)		—
Goodwill		—		1,534,476		204,627		596,996		—			2,336,099
Other		40,373		243,079		10,673		221,357		(114	)		515,368
Total Other Assets, Net		3,092,486		3,441,617		219,857		818,353		(4,720,846	)		2,851,467
Total Assets	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575
Liabilities and Equity
Intercompany Payable	$	—	$	985,439	$	—	$	116,062	$	(1,101,501	)	$	—
Current Portion of Long-term Debt		—		52,354		2,761		16,265		—			71,380
Total Other Current Liabilities		106,644		405,428		25,690		163,473		—			701,235
Long-term Debt, Net of Current Portion		2,867,014		518,575		193,947		88,511		—			3,668,047
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,124,424		—		5,008		(1,130,432	)		—
Other Long-term Liabilities		3,450		437,865		35,422		111,165		(114	)		587,788
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,287,209		1,901,479		312,631		1,376,190		(3,590,300	)		1,287,209
Noncontrolling Interests		—		—		—		11,916		—			11,916
Total Equity		1,287,209		1,901,479		312,631		1,388,106		(3,590,300	)		1,299,125
Total Liabilities and Equity	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575

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)

	Three Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	290,156		$	30,368		$	106,797		$	—		$	427,321
Service		—			218,291			29,849			92,845			—			340,985
Total Revenues		—			508,447			60,217			199,642			—			768,306
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			188,831			21,594			95,936			—			306,361
Selling, General and Administrative		12			144,057			8,054			56,880			—			209,003
Depreciation and Amortization		36			48,478			4,496			23,894			—			76,904
Intangible Impairments		—			—			—			42,500			—			42,500
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			112			(164	)		(1,609	)		—			(1,661	)
Total Operating Expenses		48			381,478			33,980			217,601			—			633,107
Operating (Loss) Income		(48	)		126,969			26,237			(17,959	)		—			135,199
Interest Expense (Income), Net		40,374			(19,535	)		11,620			17,588			—			50,047
Other (Income) Expense, Net		(21,661	)		(2,794	)		3			41,083			—			16,631
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,761	)		149,298			14,614			(76,630	)		—			68,521
Provision (Benefit) for Income Taxes		—			17,962			1,466			(1,301	)		—			18,127
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(56,099	)		85,608			—			—			(29,509	)		—
Income (Loss) from Continuing Operations		37,338			45,728			13,148			(75,329	)		29,509			50,394
(Loss) Income from Discontinued Operations, Net of Tax		—			(622	)		—			(18,758	)					(19,380	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			6,911			—			—			—			6,911
Net Income (Loss)		37,338			52,017			13,148			(94,087	)		29,509			37,925
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			587			—			587
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	37,338		$	52,017		$	13,148		$	(94,674	)	$	29,509		$	37,338
Net Income (Loss)	$	37,338		$	52,017		$	13,148		$	(94,087	)	$	29,509		$	37,925
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		7,057			1,856			(20,807	)		(54,394	)		—			(66,288	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(72,306	)		(74,162	)		—			—			146,468			—
Total Other Comprehensive (Loss) Income		(65,249	)		(72,306	)		(20,807	)		(54,394	)		146,468			(66,288	)
Comprehensive (Loss) Income		(27,911	)		(20,289	)		(7,659	)		(148,481	)		175,977			(28,363	)
Comprehensive (Loss) Income Attributable to Noncontrolling Interests		—			—			—			(452	)		—			(452	)
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$	(27,911	)	$	(20,289	)	$	(7,659	)	$	(148,029	)	$	175,977		$	(27,911	)

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 September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	289,152		$	31,514		$	113,999		$	—		$	434,665
Service		—			192,799			28,257			92,404			—			313,460
Total Revenues		—			481,951			59,771			206,403			—			748,125
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			183,973			23,369			103,002			—			310,344
Selling, General and Administrative		51			143,023			8,337			53,087			—			204,498
Depreciation and Amortization		81			48,496			4,673			27,694			—			80,944
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(1,259	)		(13	)		(355	)		—			(1,627	)
Total Operating Expenses		132			374,233			36,366			183,428			—			594,159
Operating (Loss) Income		(132	)		107,718			23,405			22,975			—			153,966
Interest Expense (Income), Net		50,534			(5,442	)		11,425			4,864			—			61,381
Other Expense (Income), Net		26,405			(1,610	)		(17	)		(17,032	)		—			7,746
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(77,071	)		114,770			11,997			35,143			—			84,839
Provision (Benefit) for Income Taxes		—			25,355			1,969			3,796			—			31,120
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(129,880	)		(39,288	)		—			—			169,168			—
Income (Loss) from Continuing Operations		52,809			128,703			10,028			31,347			(169,168	)		53,719
Income (Loss) from Discontinued Operations, Net of Tax		—			557			—			(525	)		—			32
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			—			—			—
Net Income (Loss)		52,809			129,260			10,028			30,822			(169,168	)		53,751
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			942			—			942
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	52,809		$	129,260		$	10,028		$	29,880		$	(169,168	)	$	52,809
Net Income (Loss)	$	52,809		$	129,260		$	10,028		$	30,822		$	(169,168	)	$	53,751
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,402	)		(1,235	)		9,907			12,825			—			20,095
Equity in Other Comprehensive Income (Loss) of Subsidiaries		20,957			22,192			—			—			(43,149	)		—
Total Other Comprehensive Income (Loss)		19,555			20,957			9,907			12,825			(43,149	)		20,095
Comprehensive Income (Loss)		72,364			150,217			19,935			43,647			(212,317	)		73,846
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,482			—			1,482
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	72,364		$	150,217		$	19,935		$	42,165		$	(212,317	)	$	72,364

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)

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	850,401		$	91,738		$	320,033		$	—		$	1,262,172
Service		—			637,891			88,295			284,508			—			1,010,694
Total Revenues		—			1,488,292			180,033			604,541			—			2,272,866
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			568,989			68,596			292,308			—			929,893
Selling, General and Administrative		175			434,189			28,682			182,101			—			645,147
Depreciation and Amortization		112			145,855			14,298			75,670			—			235,935
Intangible Impairments		—			—			—			42,500			—			42,500
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(482	)		(362	)		(1,501	)		—			(2,345	)
Total Operating Expenses		287			1,148,551			111,214			591,078			—			1,851,130
Operating (Loss) Income		(287	)		339,741			68,819			13,463			—			421,736
Interest Expense (Income), Net		126,424			(62,586	)		33,708			49,723			—			147,269
Other Expense (Income), Net		16,775			2,074			289			(8,844	)		—			10,294
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(143,486	)		400,253			34,822			(27,416	)		—			264,173
Provision (Benefit) for Income Taxes		—			49,152			13,882			2,109			—			65,143
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(506,968	)		42,323			—			—			464,645			—
Income (Loss) from Continuing Operations		363,482			308,778			20,940			(29,525	)		(464,645	)		199,030
(Loss) Income from Discontinued Operations, Net of Tax		—			(13,490	)		—			(20,209	)		—			(33,699	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			200,260			—			—			—			200,260
Net Income (Loss)		363,482			495,548			20,940			(49,734	)		(464,645	)		365,591
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			2,109			—			2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	363,482		$	495,548		$	20,940		$	(51,843	)	$	(464,645	)	$	363,482
Net Income (Loss)	$	363,482		$	495,548		$	20,940		$	(49,734	)	$	(464,645	)	$	365,591
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		1,928			2,142			(11,978	)		(16,906	)		—			(24,814	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(25,858	)		(28,000	)		—			—			53,858			—
Total Other Comprehensive (Loss) Income		(23,930	)		(25,858	)		(11,978	)		(16,906	)		53,858			(24,814	)
Comprehensive Income (Loss)		339,552			469,690			8,962			(66,640	)		(410,787	)		340,777
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,225			—			1,225
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	339,552		$	469,690		$	8,962		$	(67,865	)	$	(410,787	)	$	339,552

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)

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	865,622		$	92,662		$	335,158		$	—		$	1,293,442
Service		—			592,793			86,091			274,462			—			953,346
Total Revenues		—			1,458,415			178,753			609,620			—			2,246,788
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			564,552			72,401			301,749			—			938,702
Selling, General and Administrative		117			425,645			26,374			166,537			—			618,673
Depreciation and Amortization		238			144,127			13,784			78,313			—			236,462
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(2,003	)		(36	)		524			—			(1,515	)
Total Operating Expenses		355			1,132,321			112,523			547,123			—			1,792,322
Operating (Loss) Income		(355	)		326,094			66,230			62,497			—			454,466
Interest Expense (Income), Net		144,605			(14,163	)		34,179			13,760			—			178,381
Other Expense (Income), Net		25,424			(2,395	)		(36	)		(8,485	)		—			14,508
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(170,384	)		342,652			32,087			57,222			—			261,577
Provision (Benefit) for Income Taxes		—			86,255			9,463			9,626			—			105,344
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(316,598	)		(64,746	)		—			—			381,344			—
Income (Loss) from Continuing Operations		146,214			321,143			22,624			47,596			(381,344	)		156,233
Income (Loss) from Discontinued Operations, Net of Tax		—			644			—			(6,344	)		—			(5,700	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		146,214			321,787			22,624			39,367			(381,344	)		148,648
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			2,434			—			2,434
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	146,214		$	321,787		$	22,624		$	36,933		$	(381,344	)	$	146,214
Net Income (Loss)	$	146,214		$	321,787		$	22,624		$	39,367		$	(381,344	)	$	148,648
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(534	)		(619	)		11,199			11,151			—			21,197
Equity in Other Comprehensive Income (Loss) of Subsidiaries		21,007			21,626			—			—			(42,633	)		—
Total Other Comprehensive Income (Loss)		20,473			21,007			11,199			11,151			(42,633	)		21,197
Comprehensive Income (Loss)		166,687			342,794			33,823			50,518			(423,977	)		169,845
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			3,158			—			3,158
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	166,687		$	342,794		$	33,823		$	47,360		$	(423,977	)	$	166,687

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)

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(130,955	)	$	508,891		$	21,816		$	51,398		$	—		$	451,150
Cash Flows from Operating Activities—Discontinued Operations		—			(39,417	)		—			(775	)		—			(40,192	)
Cash Flows from Operating Activities		(130,955	)		469,474			21,816			50,623			—			410,958
Cash Flows from Investing Activities:
Capital expenditures		—			(82,884	)		(7,814	)		(57,401	)		—			(148,099	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		1,322,090			1,594			—			—			(1,323,684	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(4	)		—			—			—			—			(4	)
Additions to customer relationship and acquisition costs		—			(12,716	)		(406	)		(3,747	)		—			(16,869	)
Investment in joint ventures		—			—			—			(335	)		—			(335	)
Proceeds from sales of property and equipment and other, net		—			313			41			3,790			—			4,144
Cash Flows from Investing Activities—Continuing Operations		1,320,858			(100,299	)		(8,237	)		(127,429	)		(1,321,228	)		(236,335	)
Cash Flows from Investing Activities—Discontinued Operations		—			371,611			—			(508	)		—			371,103
Cash Flows from Investing Activities		1,320,858			271,312			(8,237	)		(127,937	)		(1,321,228	)		134,768
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,447,006	)		(37,679	)		(59,856	)		—			(1,940,741	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,918,500			85,932			53,403			—			2,057,835
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Net proceeds from sales of senior subordinated notes		394,000			—			—			—			—			394,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			531			—			531
Intercompany loans from parent		—			(1,314,038	)		(95,905	)		86,259			1,323,684			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(548,455	)		—			—			—			—			(548,455	)
Parent cash dividends		(125,739	)		—			—			—			—			(125,739	)
Proceeds from exercise of stock options and employee stock purchase plan		81,887			—			—			—			—			81,887
Excess tax benefits from stock-based compensation		578			—			—			—			—			578
Payment of debt financing costs		(566	)		(8,294	)		—			—			—			(8,860	)
Cash Flows from Financing Activities—Continuing Operations		(825,750	)		(849,610	)		(47,652	)		81,565			1,321,228			(320,219	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(415	)		—			(415	)
Cash Flows from Financing Activities		(825,750	)		(849,610	)		(47,652	)		81,150			1,321,228			(320,634	)
Effect of exchange rates on cash and cash equivalents		—			—			1,516			(4,422	)		—			(2,906	)
Increase (Decrease) in cash and cash equivalents		364,153			(108,824	)		(32,557	)		(586	)		—			222,186
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	378,062		$	12,760		$	5,095		$	84,962		$	—		$	480,879

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)

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(139,356	)	$	357,066		$	26,966		$	66,977		$	—		$	311,653
Cash Flows from Operating Activities—Discontinued Operations		—			(8,814	)		—			(2,102	)		—			(10,916	)
Cash Flows from Operating Activities		(139,356	)		348,252			26,966			64,875			—			300,737
Cash Flows from Investing Activities:
Capital expenditures		—			(86,249	)		(9,014	)		(70,199	)		—			(165,462	)
Cash paid for acquisitions, net of cash acquired		—			(9,218	)		—			(97,003	)		—			(106,221	)
Intercompany loans to subsidiaries		(93,883	)		(100,085	)		—			—			193,968			—
Investment in subsidiaries		(36,372	)		(36,372	)		—			—			72,744			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(9,582	)		(1,566	)		(2,229	)		—			(13,377	)
Investment in joint ventures		(2,330	)		—			—			—			—			(2,330	)
Proceeds from sales of property and equipment and other, net		—			1,905			5			(179	)		—			1,731
Cash Flows from Investing Activities—Continuing Operations		(134,087	)		(239,601	)		(10,575	)		(169,610	)		266,712			(287,161	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		(134,087	)		(241,583	)		(10,575	)		(173,764	)		266,712			(293,297	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,735,792	)		(2,235	)		(65,449	)		—			(2,803,476	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,599,000			—			38,534			—			2,637,534
Early retirement of senior subordinated notes		(525,834	)		—			—			—			—			(525,834	)
Net proceeds from sales of senior subordinated notes		985,000			—			—			—			—			985,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			416			—			416
Intercompany loans from parent		—			90,745			(503	)		103,726			(193,968	)		—
Equity contribution from parent		—			36,372			—			36,372			(72,744	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(132,307	)		—			—			—			—			(132,307	)
Proceeds from exercise of stock options and employee stock purchase plan		22,328			—			—			—			—			22,328
Excess tax benefits from stock-based compensation		309			—			—			—			—			309
Payment of debt finacing costs		(1,429	)		(750	)		—			—			—			(2,179	)
Cash Flows from Financing Activities—Continuing Operations		310,015			(10,425	)		(2,738	)		113,599			(266,712	)		143,739
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		310,015			(10,425	)		(2,738	)		113,560			(266,712	)		143,700
Effect of exchange rates on cash and cash equivalents		—			—			2,896			702			—			3,598
Increase (Decrease) in cash and cash equivalents		36,572			96,244			16,549			5,373			—			154,738
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	40,000		$	106,994		$	85,456		$	102,133		$	—		$	334,583

40

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 storage 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, or DMS; 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 storage management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and DMS. Our European operations provide Hard Copy, Data Protection and DMS 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 DMS throughout Argentina, Brazil, Chile, Mexico and Peru. Our Asia Pacific operations provide Hard Copy, Data Protection, Destruction and DMS 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.

41

IRON MOUNTAIN INCORPORATED

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 September 30, 2011
Total Revenues	$	567,541	$	200,765		$	—		$	768,306
Depreciation and Amortization		44,643		24,047			8,214			76,904
Depreciation		41,508		20,129			8,178			69,815
Amortization		3,135		3,918			36			7,089
Adjusted OIBDA		253,486		44,686			(44,449	)		253,723
Expenditures for Segment Assets		31,671		21,839			1,197			54,707
Capital Expenditures		27,370		20,348			1,197			48,915
Cash Paid for Acquisitions, Net of Cash acquired		—		—			—			—
Additions to Customer Relationship and Acquisition Costs		4,301		1,491			—			5,792
Three Months Ended September 30, 2012
Total Revenues		546,355		201,770			—			748,125
Depreciation and Amortization		46,065		27,296			7,583			80,944
Depreciation		42,898		20,045			7,550			70,493
Amortization		3,167		7,251			33			10,451
Adjusted OIBDA		234,307		47,220			(37,407	)		244,120
Expenditures for Segment Assets		32,577		24,227			5,461			62,265
Capital Expenditures		27,783		24,857			5,461			58,101
Cash Paid for Acquisitions, Net of Cash acquired		175		(1,244	)		—			(1,069	)
Additions to Customer Relationship and Acquisition Costs		4,619		614			—			5,233
Nine Months Ended September 30, 2011
Total Revenues		1,680,352		592,514			—			2,272,866
Depreciation and Amortization		135,688		74,533			25,714			235,935
Depreciation		126,538		62,833			25,602			214,973
Amortization		9,150		11,700			112			20,962
Adjusted OIBDA		723,584		123,013			(133,799	)		712,798
Total Assets(1)		4,540,171		1,657,934			199,998			6,398,103
Expenditures for Segment Assets		100,534		129,361			10,245			240,140
Capital Expenditures		81,817		56,037			10,245			148,099
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736			—			75,172
Additions to Customer Relationship and Acquisition Costs		13,281		3,588			—			16,869
Nine Months Ended September 30, 2012
Total Revenues		1,650,544		596,244			—			2,246,788
Depreciation and Amortization		135,852		77,066			23,544			236,462
Depreciation		126,429		60,376			23,443			210,248
Amortization		9,423		16,690			101			26,214
Adjusted OIBDA		696,922		133,105			(124,418	)		705,609
Total Assets(1)		4,196,539		1,802,862			328,174			6,327,575
Expenditures for Segment Assets		101,845		166,702			16,513			285,060
Capital Expenditures		81,479		67,470			16,513			165,462
Cash Paid for Acquisitions, Net of Cash acquired		9,218		97,003			—			106,221
Additions to Customer Relationship and Acquisition Costs		11,148		2,229			—			13,377

(1)

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

42

IRON MOUNTAIN INCORPORATED

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, (gain) loss on disposal/write-down of property, plant and equipment, net and REIT costs 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 September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	253,723		$	244,120		$	712,798		$	705,609
Less: Depreciation and Amortization		76,904			80,944			235,935			236,462
Intangible Impairments		42,500			—			42,500			—
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(1,661	)		(1,627	)		(2,345	)		(1,515	)
REIT Costs(1)		781			10,837			14,972			16,196
Interest Expense, Net		50,047			61,381			147,269			178,381
Other Expense (Income), Net		16,631			7,746			10,294			14,508
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	68,521		$	84,839		$	264,173		$	261,577

(1)

Includes costs associated with our 2011 proxy contest, the work of the Strategic Review Special Committee of the Board of Directors and the proposed REIT conversion.

(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 $38,000 over the next several years.

43

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

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 in 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 six years ended September 30, 2012 we billed approximately $51,000 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 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.

44

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(8) Commitments and Contingencies (Continued)

d.

State of Massachusetts Assessment

        During the third quarter of 2012, we applied for abatement of assessments from the state of Massachusetts which were received in the second quarter of 2012. The assessments 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 applications for abatement were denied during the third quarter of 2012. On October 19, 2012 we filed petitions with the Massachusetts Appellate Tax Board challenging the assessments. The final outcome of this matter may require payment of additional 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 intend to defend this matter vigorously at the Massachusetts Appellate Tax Board.

e.

Italy Fire

        On November 4, 2011, we experienced a fire at a facility we leased in Aprilia, Italy. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building and its contents were a total loss. We continue to assess the impact of the fire and, although our warehouse legal liability insurer has reserved its rights to contest coverage related to certain types of potential claims, we believe we carry adequate insurance. We have received one customer claim, as well as correspondence from other customers, under various theories of liabilities. We deny any liability with respect to the fire and we have referred these claims to our warehouse legal liability insurer for an appropriate response. We do not expect that this event will have a material impact 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 September 30, 2012, we had a remaining amount available for repurchase under our

45

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(9) Stockholders' Equity Matters (Continued)

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 nine 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
September 6, 2012		0.2700	September 25, 2012		46,473	October 15, 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 the 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. Also, an estimated tax benefit of $6,734 and tax provision of $45,571 associated with the gain recorded on the Digital Sale was recorded during the

46

IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(10) Discontinued Operations (Continued)

three and nine months ended September 30, 2011, respectively. A gain on sale of discontinued operations in the amount of $177 ($6,911, inclusive of tax benefit) and $245,831 ($200,260, net of tax) was recorded during the three and nine months ended September 30, 2011, respectively, as a result of the Digital Sale.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011(1)			2012
Total Revenues	$	—		$	—		$	79,199		$	—
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(1,554	)	$	(537	)	$	(21,952	)	$	(159	)
Benefit for Income Taxes		(932	)		(1,094	)		(8,462	)		(803	)
(Loss) Income from Discontinued Operations, Net of Tax	$	(622	)	$	557		$	(13,490	)	$	644
Gain on Sale of Discontinued Operations	$	177		$	—		$	245,831		$	—
(Benefit) Provision for Income Taxes		(6,734	)		—			45,571			—
Gain on Sale of Discontinued Operations, Net of Tax	$	6,911		$	—		$	200,260		$	—
Total Income from Discontinued Operations and Sale, Net of Tax	$	6,289		$	557		$	186,770		$	644

(1)

The nine months ended September 30, 2011 includes the Digital Business results of operations through June 2, 2011, the date the Digital Sale was consummated.

        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 $0 and $2,396 for three and nine months ended September 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 $7,606 during the nine months ended September 30, 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 this benefit as such amount is recoverable

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IRON MOUNTAIN INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Thousands, Except Share and Per Share Data)

(Unaudited)

(10) Discontinued Operations (Continued)

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 September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	2,346		$	—		$	6,489		$	—
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	1		$	(88	)	$	(4,947	)	$	(88	)
Provision (Benefit) for Income Taxes		1,836			—			(7,606	)		—
(Loss) Income from Discontinued Operations, Net of Tax	$	(1,835	)	$	(88	)	$	2,659		$	(88	)

Italian Business

        We completed the sale of 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 in Note 8.e. A loss on sale of discontinued operations in the amount of $1,885 was recorded during the nine months ended September 30, 2012 as a result of the sale of the Italian Business. Approximately $383 of cumulative translation adjustment associated with the Italian Business was reclassified from accumulated other comprehensive items, net and reduced the loss on the sale by the same amount. During the three and nine months ended September 30, 2011, we recorded an impairment charge of $17,100 to write down the long-lived assets of the Italian Business to its estimated net realizable value, which is included in loss from discontinued operations. For all periods presented, the financial position, operating results and cash flows of the Italian Business, including the loss on the sale, have been reported as discontinued operations for financial reporting purposes.

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IRON MOUNTAIN INCORPORATED

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 Italian Business:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	3,776		$	—		$	12,397		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(18,792	)	$	(437	)	$	(24,895	)	$	(6,823	)
Benefit for Income Taxes		(1,869	)		—			(2,027	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(6,256	)
Loss on Sale of Discontinued Operations	$	—		$	—		$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	—		$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(8,141	)

(11) Subsequent Events

        On October 11, 2012, we announced the declaration by our Board of Directors of a special dividend of $700,000 (the "Special Dividend") on our shares of common stock, payable, at the election of the stockholders, in either common stock or cash to stockholders of record as of October 22, 2012 (the "Record Date"). The Special Dividend, which is a distribution to stockholders of a portion of our accumulated earnings and profits, is expected to be paid in a combination of common stock and cash. The Special Dividend is payable on November 21, 2012 (the "Distribution Date") to stockholders as of the Record Date. Stockholders have the right to elect, by 5:00 pm eastern time on November 14, 2012, to be paid their pro rata portion of the Special Dividend in all common stock or cash; provided, however, that the total amount of cash payable to all stockholders associated with the Special Dividend will be limited to a maximum of $140,000 (excluding cash paid in lieu of fractional shares), with the balance of the Special Dividend payable in the form of common stock. Our shares of common stock will be valued for purposes of the Special Dividend based upon the average closing price on the three trading days following November 14, 2012, and as such, we do not know the number of shares of common stock we will issue in the Special Dividend. These shares will impact weighted average shares outstanding from the date of issuance, thus impacting our earnings per share data prospectively from the Distribution Date.

49

IRON MOUNTAIN INCORPORATED

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

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2012 should be read in conjunction with our Consolidated Financial Statements and Notes thereto for (1) the three and nine months ended September 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 tax payments 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 complete 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 our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. 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, Intangible Impairments and REIT Costs ("Adjusted OIBDA")

        Adjusted OIBDA is defined as operating income before depreciation, amortization, intangible impairments, (gain) loss on disposal/write-down of property, plant and equipment, net and costs associated with our 2011 proxy contest, the work of the Strategic Review Special Committee of the Board of Directors (the "Special Committee") and the proposed REIT conversion ("REIT Costs"). 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) REIT Costs; (4) other expense (income), net; (5) cumulative effect of change in accounting principle; (6) income (loss) from discontinued operations, net of tax; (7) gain (loss) on sale of discontinued operations, net of tax; and (8) 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).

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	253,723		$	244,120		$	712,798		$	705,609
Less: Depreciation and Amortization		76,904			80,944			235,935			236,462
Intangible Impairments		42,500			—			42,500			—
Gain on disposal/write-down of Property, Plant and Equipment, net		(1,661	)		(1,627	)		(2,345	)		(1,515	)
REIT Costs(1)		781			10,837			14,972			16,196
Operating Income		135,199			153,966			421,736			454,466
Less: Interest Expense, Net		50,047			61,381			147,269			178,381
Other Expense, Net		16,631			7,746			10,294			14,508
Provision for Income Taxes		18,127			31,120			65,143			105,344
Income from Continuing Operations		50,394			53,719			199,030			156,233
(Loss) Income from Discontinued Operations, Net of Tax		(19,380	)		32			(33,699	)		(5,700	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911			—			200,260			(1,885	)
Net Income Attributable to Noncontrolling interests		587			942			2,109			2,434
Net Income Attributable to Iron Mountain Incorporated	$	37,338		$	52,809		$	363,482		$	146,214

(1)

Includes costs associated with our 2011 proxy contest, the work of the Special Committee and the proposed REIT conversion.

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) REIT Costs; (4) other expense (income), net; and (5) 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.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Adjusted EPS—Fully Diluted from Continuing Operations	$	0.40		$	0.34		$	1.01		$	0.99
Less: Gain on disposal/write-down of property, plant and equipment, net		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Intangible Impairments		0.22			—			0.21			—
Other Expense, net		0.08			0.04			0.05			0.08
REIT Costs		—			0.06			0.07			0.09
Tax impact of reconciling items and discrete tax items		(0.15	)		(0.06	)		(0.30	)		(0.08	)
Reported EPS—Fully Diluted from Continuing Operations	$	0.26		$	0.31		$	0.99		$	0.91

Critical Accounting Policies

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing 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

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Impairment. ASU No. 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 No. 2011-08 as of January 1, 2012. The adoption of ASU No. 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 nine months ended September 30, 2012 within each section. Trends and changes that are consistent within the three and nine months 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 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 intend to make a tax election for REIT status no sooner than our taxable year 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 through 2014 to be approximately $100.0 million to $150.0 million. Of these amounts, approximately $35.0 million to $40.0 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.

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        The Conversion Plan currently includes submitting requests for private letter rulings ("PLR") to the U.S. Internal Revenue Service (the "IRS"). Our PLR requests 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 during the third quarter of 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, the 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.

Goodwill Impairment

        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. As a result of the management and reporting changes, we concluded that we have three reporting units for our European operations: (1) the 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 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 to Notes to Consolidated Financial Statements. 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 $46.5 million included as a component of intangible impairments from continuing operations in our consolidated statements of operations for the year ended December 31, 2011 (of which $42.5 million was recorded and included in the third quarter of 2011). See Note 10 to Notes to Consolidated Financial Statements for the portion of the charge allocated to the Italian Business based on a relative fair value basis.

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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 driver of our financial performance, 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 Document Management Solutions ("DMS"), 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.

        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

56

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 September 30,
					Percentage Strengthening / (Weakening) of Foreign Currency
	2011		2012
British pound sterling	$	1.611	$	1.581		(1.9	)%
Canadian dollar	$	1.022	$	1.005		(1.7	)%
Euro	$	1.414	$	1.252		(11.5	)%

	Average Exchange Rates for the Nine Months Ended September 30,
					Percentage Strengthening / (Weakening) of Foreign Currency
	2011		2012
British pound sterling	$	1.615	$	1.578		(2.3	)%
Canadian dollar	$	1.023	$	0.998		(2.4	)%
Euro	$	1.407	$	1.283		(8.8	)%

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Results of Operations

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

	Three Months Ended September 30,
							Dollar Change			Percentage Change
	2011			2012
Revenues	$	768,306		$	748,125		$	(20,181	)		(2.6	)%
Operating Expenses(1)		633,107			594,159			(38,948	)		(6.2	)%
Operating Income		135,199			153,966			18,767			13.9	%
Other Expenses, Net		84,805			100,247			15,442			18.2	%
Income from Continuing Operations(1)		50,394			53,719			3,325			6.6	%
(Loss) Income from Discontinued Operations, Net of Tax		(19,380	)		32			19,412			100.2	%
Gain on Sale of Discontinued Operations, Net of Tax		6,911			—			(6,911	)		(100.0	)%
Net Income		37,925			53,751			15,826			41.7	%
Net Income Attributable to Noncontrolling Interests		587			942			355			(60.5	)%
Net Income Attributable to Iron Mountain Incorporated	$	37,338		$	52,809		$	15,471			41.4	%
Adjusted OIBDA(2)	$	253,723		$	244,120		$	(9,603	)		(3.8	)%
Adjusted OIBDA Margin(2)		33.0	%		32.6	%

	Nine Months Ended September 30,
							Dollar Change			Percentage Change
	2011			2012
Revenues	$	2,272,866		$	2,246,788		$	(26,078	)		(1.1	)%
Operating Expenses(1)		1,851,130			1,792,322			(58,808	)		(3.2	)%
Operating Income		421,736			454,466			32,730			7.8	%
Other Expenses, Net		222,706			298,233			75,527			33.9	%
Income from Continuing Operations(1)		199,030			156,233			(42,797	)		(21.5	)%
Loss from Discontinued Operations, Net of Tax		(33,699	)		(5,700	)		27,999			83.1	%
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		200,260			(1,885	)		(202,145	)		(100.9	)%
Net Income		365,591			148,648			(216,943	)		(59.3	)%
Net Income Attributable to Noncontrolling Interests		2,109			2,434			325			(15.4	)%
Net Income Attributable to Iron Mountain Incorporated	$	363,482		$	146,214		$	(217,268	)		(59.8	)%
Adjusted OIBDA(2)	$	712,798		$	705,609		$	(7,189	)		(1.0	)%
Adjusted OIBDA Margin(2)		31.4	%		31.4	%

(1)

Includes a $42.5 million non-cash goodwill impairment charge related to our Western Europe reporting unit in the three and nine months ended September 30, 2011. See Note 2.d. to Notes to Consolidated Financial Statements.

(2)

See "Non-GAAP Measures—Adjusted Operating Income Before Depreciation, Amortization, Intangible Impairments and REIT Costs, 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 September 30,							Percentage Change
					Dollar Change						Constant Currency(1)			Internal Growth(2)
	2011		2012					Actual
Storage Rental	$	427,321	$	434,665	$	7,344			1.7	%		3.5	%		2.4	%
Core Service		242,904		231,877		(11,027	)		(4.5	)%		(2.5	)%		(3.9	)%
Total Core Revenue		670,225		666,542		(3,683	)		(0.5	)%		1.3	%		0.1	%
Complementary Services		98,081		81,583		(16,498	)		(16.8	)%		(15.8	)%		(17.1	)%
Total Revenue	$	768,306	$	748,125	$	(20,181	)		(2.6	)%		(0.9	)%		(2.1	)%

	Nine Months Ended September 30,							Percentage Change
					Dollar Change						Constant Currency(1)			Internal Growth(2)
	2011		2012					Actual
Storage Rental	$	1,262,172	$	1,293,442	$	31,270			2.5	%		4.1	%		3.0	%
Core Service		732,815		711,703		(21,112	)		(2.9	)%		(1.0	)%		(2.2	)%
Total Core Revenue		1,994,987		2,005,145		10,158			0.5	%		2.3	%		1.1	%
Complementary Services		277,879		241,643		(36,236	)		(13.0	)%		(12.0	)%		(12.8	)%
Total Revenue	$	2,272,866	$	2,246,788	$	(26,078	)		(1.1	)%		0.5	%		(0.6	)%

(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 $7.3 million, or 1.7%, to $434.7 million and increased $31.3 million, or 2.5%, to $1,293.4 million for the three and nine months ended September 30, 2012, respectively, from $427.3 million and $1,262.2 million for the three and nine months ended September 30, 2011, respectively. The increase is attributable to internal revenue growth of 2.4% and 3.0% for the three and nine months ended September 30, 2012, respectively. Net acquisition/divestitures contributed 1.3% of the increase in reported storage rental revenues in both the three and nine month periods ended September 30, 2012 compared to the same periods in 2011. Foreign currency exchange rate fluctuations decreased our storage rental revenue growth rate by approximately 2.0% and 1.8% for the three and nine months ended September 30, 2012, respectively. Our storage rental internal growth rate in the first nine months of 2012 was driven by sustained storage rental internal growth of 2.0% and 6.2% in our North American and International Business segments, respectively. Global records management net volumes increased by 1.7% over the ending volume at September 30, 2011.

        Consolidated service revenues, consisting of core and complementary services, decreased $27.5 million, or 8.1%, to $313.5 million and decreased $57.3 million, or 5.7%, to $953.3 million for the three and nine months ended September 30, 2012 from $341.0 million and $1,010.7 million for the three and nine months ended September 30, 2011, respectively. Service revenue internal growth was negative 7.8% and negative 5.1% for the three and nine months ended September 30, 2012, respectively. The service revenue internal growth for the three and nine months ended September 30, 2012 was driven by negative complementary service revenue internal growth of 17.1% and 12.8%, respectively, due primarily to the significant decrease in recycled paper prices in the first nine months of 2012 compared to the same prior year period, which resulted in $11.2 million and $27.3 million less

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of recycled paper revenue for the three and nine months ended September 30, 2012, respectively. This decline was partially offset by strong DMS revenue growth and increased project revenues. Core service internal growth in the three and nine months ended September 30, 2012 was negative 3.9% and negative 2.2%, respectively, due to expected declines in activity-based core services, particularly in North America. Foreign currency exchange rate fluctuations decreased reported service revenues by 2.0% and 1.8% for the three and nine months ended September 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 1.2% to our service revenues in the three and nine months ended September 30, 2012, respectively.

        For the reasons stated above, our consolidated revenues decreased $20.2 million, or 2.6%, to $748.1 million for the three months ended September 30, 2012 and decreased $26.1 million, or 1.1%, to $2,246.8 million for the nine months ended September 30, 2012 from $768.3 million and $2,272.9 million for the three and nine months ended September 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 nine months ended September 30, 2012 exclude this adjustment. Internal revenue growth was negative 2.1% and negative 0.6% for the three and nine months ended September 30, 2012, respectively. We calculate internal revenue growth in local currency for our international operations. For the three and nine months ended September 30, 2012, foreign currency exchange rate fluctuations decreased our consolidated revenues by 2.0% and 1.8%, 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 1.5% and 1.3% to our consolidated revenues in the three and nine months ended September 30, 2012, respectively.

Internal Growth—Eight-Quarter Trend

	2010			2011												2012
	Fourth Quarter			First Quarter			Second Quarter			Third Quarter			Fourth Quarter			First Quarter			Second Quarter			Third Quarter
Storage Rental Revenue		2.3	%		3.0	%		2.8	%		3.3	%		3.3	%		2.9	%		3.5	%		2.4	%
Service Revenue		1.1	%		(0.1	)%		1.2	%		1.8	%		(1.4	)%		(2.2	)%		(5.2	)%		(7.8	)%
Total Revenue		1.8	%		1.6	%		2.1	%		2.6	%		1.2	%		0.6	%		(0.3	)%		(2.1	)%

        We expect our consolidated internal revenue growth rate for 2012 to be approximately (1)% to 1%. During the past eight quarters our storage rental internal growth rate has ranged between 2.3% and 3.5%. Storage rental internal growth rates have stabilized over the past eight quarters following a decline driven primarily by the most recent financial crisis. Volume growth in North America has been relatively flat over this period while the average net pricing of the North American portfolio has increased. Within our International Business segment, the more mature markets are generating consistent low-to-mid single-digit growth while the smaller, less mature emerging markets are producing strong double-digit storage rental growth by taking advantage of the first-time outsourcing trends for physical records management in those markets. 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 internal growth rate for total service revenues reflects the following: (1) consistent pressures on activity-based service revenues related to the handling and transportation of items in storage and secure shredding, particularly in North America; (2) fluctuations in the price of recycled paper, which increased through the third quarter of 2011 before beginning a sharp decline into the first quarter of 2012 and settling into a level approximately 30% below the 2011 average price; (3) softness in some of our other complementary service lines, such as fulfillment services; and (4) higher fuel surcharges.

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OPERATING EXPENSES

Cost of Sales

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

	Three Months Ended September 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
Labor	$	141,462	$	152,824	$	11,362			8.0	%		10.4	%		18.4	%		20.4	%		2.0	%
Facilities		105,978		101,574		(4,404	)		(4.2	)%		(2.2	)%		13.8	%		13.6	%		(0.2	)%
Transportation		31,527		30,578		(949	)		(3.0	)%		(0.6	)%		4.1	%		4.1	%		0.0	%
Product Cost of Sales and Other		27,394		25,368		(2,026	)		(7.4	)%		(4.8	)%		3.6	%		3.4	%		(0.2	)%
	$	306,361	$	310,344	$	3,983			1.3	%		3.6	%		39.9	%		41.5	%		1.6	%

	Nine Months Ended September 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
Labor	$	438,682	$	459,884	$	21,202			4.8	%		7.0	%		19.3	%		20.5	%		1.2	%
Facilities		321,203		311,111		(10,092	)		(3.1	)%		(1.3	)%		14.1	%		13.8	%		(0.3	)%
Transportation		94,348		93,632		(716	)		(0.8	)%		1.2	%		4.2	%		4.2	%		0.0	%
Product Cost of Sales and Other		75,660		74,075		(1,585	)		(2.1	)%		0.4	%		3.3	%		3.3	%		0.0	%
	$	929,893	$	938,702	$	8,809			0.9	%		3.0	%		40.9	%		41.8	%		0.9	%

Labor

        Labor expense increased to 20.5% of consolidated revenues in the nine months ended September 30, 2012 compared to 19.3% in the comparable prior year period. Labor expense for the nine months ended September 30, 2012 increased by 7.0%, on a constant currency basis, compared to the nine months ended September 30, 2011, primarily due to merit increases and the reclassification of certain overhead expenses to cost of sales, as well as a $7.3 million increase in labor costs associated with our recent acquisitions. Labor costs were favorably impacted by 2.4 and 2.2 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

Facilities

        Facilities costs decreased to 13.8% of consolidated revenues in the nine months ended September 30, 2012 compared to 14.1% in the comparable prior year period. The largest component of our facilities cost is rent expense, which, in constant currency terms, decreased by $0.7 million to $155.1 million for the nine months ended September 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 $3.6 million, in constant currency terms, for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011 primarily due to reductions in insurance costs and personal property taxes. Facilities costs were favorably impacted by 2.0 and 1.8 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

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Transportation

        Transportation expenses increased by $1.1 million in constant currency terms during the nine months ended September 30, 2012 compared to the same period in 2011 as a result of a $2.0 million increase in vehicle fuel, repair and lease costs, partially offset by a reduction in third party transportation costs of $0.9 million. Transportation expenses were favorably impacted by 2.4 and 2.0 percentage points due to currency rate changes during the three and nine months ended September 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 nine months ended September 30, 2012, product cost of sales and other decreased by $1.6 million as compared to the prior year on an actual basis and is correlated to lower project revenues. These costs were favorably impacted by 2.6 and 2.5 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

Selling, General and Administrative Expenses

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

	Three Months Ended September 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
General and Administrative	$	117,076	$	121,635	$	4,559			3.9	%		5.7	%		15.2	%		16.3	%		1.1	%
Sales, Marketing & Account Management		60,597		55,033		(5,564	)		(9.2	)%		(7.9	)%		7.9	%		7.4	%		(0.5	)%
Information Technology		27,800		24,027		(3,773	)		(13.6	)%		(11.4	)%		3.6	%		3.2	%		(0.4	)%
Bad Debt Expense		3,530		3,803		273			7.7	%		9.8	%		0.5	%		0.5	%		0.0	%
	$	209,003	$	204,498	$	(4,505	)		(2.2	)%		(0.4	)%		27.2	%		27.3	%		0.1	%

	Nine Months Ended September 30,							Percentage Change						% of Consolidated Revenues
																				Percentage Change (Favorable)/ Unfavorable
					Dollar Change						Constant Currency
	2011		2012					Actual						2011			2012
General and Administrative	$	364,950	$	367,778	$	2,828			0.8	%		2.5	%		16.1	%		16.4	%		0.3	%
Sales, Marketing & Account Management		187,672		171,371		(16,301	)		(8.7	)%		(7.3	)%		8.3	%		7.6	%		(0.7	)%
Information Technology		84,147		71,475		(12,672	)		(15.1	)%		(13.4	)%		3.7	%		3.2	%		(0.5	)%
Bad Debt Expense		8,378		8,049		(329	)		(3.9	)%		(2.4	)%		0.4	%		0.4	%		0.0	%
	$	645,147	$	618,673	$	(26,474	)		(4.1	)%		(2.5	)%		28.4	%		27.5	%		(0.9	)%

General and Administrative

        General and administrative expenses increased to 16.4% of consolidated revenues during the nine months ended September 30, 2012 compared to 16.1% in the comparable prior year period. In constant currency terms, general and administrative expenses increased by $8.9 million during the nine months ended September 30, 2012 compared to the same period in 2011. The increase was primarily

62

attributable to increased stock-based compensation expense of $6.9 million and a $2.8 million increase associated with our recent acquisitions. These increases were partially offset by the reclassification of certain overhead expenses to cost of sales. Included in general and administrative expenses for the nine months ended September 30, 2012 was $16.2 million of costs related to the Conversion Plan compared to $15.0 million of professional fees associated with our proxy contest in the same prior year period. General and administrative expenses were favorably impacted by 1.8 and 1.7 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

Sales, Marketing & Account Management

        Sales, marketing and account management expenses decreased to 7.6% of consolidated revenues during the nine months ended September 30, 2012 compared to 8.3% in the same prior year period. In constant currency terms, the decrease of $13.4 million during the nine months ended September 30, 2012 compared to the same period in 2011 is primarily due to a $12.7 million reduction in compensation expenses, primarily associated with a decrease in commissions expense within our North American Business segment, as well as a corresponding decrease in the associated payroll taxes. Sales, marketing and account management expenses were favorably impacted by 1.3 and 1.4 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

Information Technology

        In constant currency terms, information technology expenses decreased $11.0 million during the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to decreased compensation expenses of $8.0 million, as well as decreased professional fees of $1.7 million. Information technology expenses were favorably impacted by 2.2 and 1.7 percentage points due to currency rate changes during the three and nine months ended September 30, 2012, respectively.

Bad Debt Expense

        Consolidated bad debt expense for the nine months ended September 30, 2012 decreased $0.3 million, or 3.9%, to $8.0 million (0.4% of consolidated revenues) compared to $8.4 million (0.4% 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 $4.7 million for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011, consisting of $2.3 million within our North American Business and Corporate segments associated with information technology assets reaching the end of their useful life 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 $5.3 million for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011, primarily due to the increased amortization of customer relationship intangible assets acquired through business combinations.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $1.5 million for the nine months ended September 30, 2012 and consisted primarily of $2.7 million of gains associated with the sale of leased vehicles in North America, partially offset by $0.7 million of asset

63

write-offs in North America and $0.5 million of asset write-offs associated with our Latin American operations. Consolidated gain on disposal/write-down of property, plant and equipment, net was $2.3 million for the nine months ended September 30, 2011 and consisted primarily of: (1) a gain of approximately $3.2 million associated with the disposal of a facility in North America; (2) a gain of approximately $1.9 million associated with the sale of leased vehicles in North America; partially offset by (3) a loss of approximately $2.3 million associated with certain third-party software licenses that were discontinued (including approximately $1.9 million associated with our International Business segment and approximately $0.4 million associated with our North American Business segment).

Intangible Impairments

        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. As a result of the management and reporting changes, we concluded that we have three reporting units for our European operations: (1) the 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 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. 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 $46.5 million included as a component of intangible impairments from continuing operations in our consolidated statements of operations for the year ended December 31, 2011 (of which $42.5 million was recorded and included in the third quarter of 2011).

OPERATING INCOME and ADJUSTED OIBDA

        As a result of the foregoing factors, (1) consolidated operating income increased $18.8 million, or 13.9%, to $154.0 million (20.6% of consolidated revenues) for the three months ended September 30, 2012 from $135.2 million (17.6% of consolidated revenues) for the three months ended September 30, 2011; (2) consolidated operating income increased $32.7 million, or 7.8%, to $454.5 million (20.2% of consolidated revenues) for the nine months ended September 30, 2012 from $421.7 million (18.6% of consolidated revenues) for the nine months ended September 30, 2011; (3) consolidated Adjusted OIBDA decreased $9.6 million, or 3.8%, to $244.1 million (32.6% of consolidated revenues) for the three months ended September 30, 2012 from $253.7 million (33.0% of consolidated revenues) for the three months ended September 30, 2011; and (4) consolidated Adjusted OIBDA decreased $7.2 million, or 1.0%, to $705.6 million (31.4% of consolidated revenues) for the nine months ended September 30, 2012 from $712.8 million (31.4% of consolidated revenues) for the nine months ended September 30, 2011.

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OTHER EXPENSES, NET

Interest Expense, Net

        Consolidated interest expense, net increased $11.3 million to $61.4 million (8.2% of consolidated revenues) and $31.1 million to $178.4 million (7.9% of consolidated revenues) for the three and nine months ended September 30, 2012, respectively, from $50.0 million (6.5% of consolidated revenues) and $147.3 million (6.5% of consolidated revenues) for the three and nine months ended September 30, 2011, respectively, primarily due to the issuance of $1.0 billion in aggregate principal of our 5³/4% Senior Subordinated Notes due 2024 (the "5³/4% Notes due 2024") in August 2012 and the issuance of $400.0 million in aggregate principal amount of our 7³/4% Senior Subordinated Notes due 2019 (the "7³/4% Notes due 2019") in September 2011, as well as an increase in the average outstanding borrowings under our revolving credit facility during the nine months ended September 30, 2012 compared to the same period in 2011, 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, as well as the early retirement of $320.0 million of our 6⁵/8% Senior Subordinated Notes due 2016 (the "6⁵/8% Notes due 2016") and $200.0 million of our 8³/4% Senior Subordinated Notes due 2018 (the "8³/4% Notes due 2018") in August 2012. Our weighted average interest rate was 6.5% and 6.9% at September 30, 2012 and September 30, 2011, respectively.

Other (Income) Expense, Net (in thousands)

	Three Months Ended September 30,								Nine Months Ended September 30,
						Dollar Change									Dollar Change
	2011		2012						2011			2012
Foreign currency transaction losses (gains), net	$	15,624	$	(1,131	)	$	(16,755	)	$	14,381		$	8,055		$	(6,326	)
Debt extinguishment expense, net		—		10,628			10,628			993			10,628			9,635
Other, net		1,007		(1,751	)		(2,758	)		(5,080	)		(4,175	)		905
	$	16,631	$	7,746		$	(8,885	)	$	10,294		$	14,508		$	4,214

        Net foreign currency transaction losses of $8.1 million, based on period-end exchange rates, were recorded in the nine months ended September 30, 2012. Losses were primarily a result of changes in the 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 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, as well as our Euro denominated bonds.

        Net foreign currency transaction losses of $14.4 million, based on period-end exchange rates, were recorded in the nine months ended September 30, 2011. Losses were primarily a result of British pound sterling denominated debt and forward foreign currency swap contracts, Euro denominated bonds issued by IMI and changes in the exchange rate of the Russian ruble and certain Latin American currencies against the U.S. dollar compared to December 31, 2010, as these currencies relate to our intercompany balances with and between our European and Latin American subsidiaries. Partially offsetting these losses were gains which resulted primarily from changes in the exchange rate of the British pound sterling and Euro against the U.S. dollar compared to December 31, 2010, as these currencies relate to our intercompany balances with and between our European subsidiaries.

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        We recorded a charge of approximately $10.6 million in the third quarter of 2012 related to the early extinguishment of $320.0 million of the 6⁵/8% Notes due 2016 and $200.0 million of the 8³/4% Notes due 2018. This charge consists of the call premium associated with the 8³/4% Notes due 2018 and original issue discounts and deferred financing costs related to the 6⁵/8% Notes due 2016 and 8³/4% Notes due 2018.

        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. This gain consists of original issue premiums, net of deferred financing costs related to our 7³/4% Notes due 2015. 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 nine months ended September 30, 2012 consists primarily of $1.9 million of royalty income associated with the Digital Business, $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 $1.0 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 nine months ended September 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 nine months ended September 30, 2011 were 26.5% and 24.7%, respectively. Our effective tax rates for the three and nine months ended September 30, 2012 were 36.7% and 40.3%, respectively. The primary reconciling item between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2011 was a positive impact provided by the recognition of certain previously unrecognized tax benefits due to expirations of statute of limitation periods and settlements with tax authorities in various jurisdictions of $31.9 million and $36.2 million, respectively. This benefit was partially offset by a goodwill impairment charge included in income from continuing operations as a component of intangible impairments in our consolidated statements of operations, a majority of which was non-deductible for tax purposes. Additionally, to a lesser extent, state income taxes (net of federal tax 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, are reconciling items that impact our effective tax rate. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2012 were state income taxes (net of federal tax 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 nine months ended September 30, 2012, foreign currency gains were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions while foreign currency losses were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments, which lowered our 2012 effective tax rate by 5.6% and 1.2%, 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; (5) our ability to utilize foreign tax credits that we generate; and (6) our proposed REIT conversion. 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

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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 September 30, 2012 increased $3.3 million, or 6.6%, to $53.7 million (7.2% of consolidated revenues) from income from continuing operations of $50.4 million (6.6% of consolidated revenues) for the three months ended September 30, 2011 and (2) consolidated income from continuing operations for the nine months ended September 30, 2012 decreased $42.8 million, or 21.5%, to $156.2 million (7.0% of consolidated revenues) from income from continuing operations of $199.0 million (8.8% of consolidated revenues) for the nine months ended September 30, 2011.

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

        Loss from discontinued operations, net of tax was $(19.4) million for the three months ended September 30, 2011, and $(33.7) million and $(5.7) million for the nine months ended September 30, 2011 and 2012, respectively.

        A gain on sale of discontinued operations in the amount of $0.2 million ($6.9 million, inclusive of tax benefit) and $245.8 million ($200.3 million, net of tax benefit) was recorded during the three and nine months ended September 30, 2011, respectively, 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 nine months ended September 30, 2012 as a result of the sale of the Italian Business.

NONCONTROLLING INTERESTS

        For the three and nine months ended September 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 $2.4 million, respectively. Net income attributable to noncontrolling interests was $0.6 million and $2.1 million for the three and nine months ended September 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 storage 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, or DMS; 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. Our International Business segment offers information storage management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and DMS. Corporate consists of costs related to

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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 September 30,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2011			2012						Actual
Segment Revenue	$	567,541		$	546,355		$	(21,186	)		(3.7	)%		(3.6	)%		(3.3	)%
Segment Adjusted OIBDA(1)	$	253,486		$	234,307		$	(19,179	)		(7.6	)%		(7.3	)%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		44.7	%		42.9	%

	Nine Months Ended September 30,									Percentage Change
							Dollar Change						Constant Currency			Internal Growth
	2011			2012						Actual
Segment Revenue	$	1,680,352		$	1,650,544		$	(29,808	)		(1.8	)%		(1.5	)%		(1.6	)%
Segment Adjusted OIBDA(1)	$	723,584		$	696,922		$	(26,662	)		(3.7	)%		(3.4	)%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		43.1	%		42.2	%

(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.

        During the three and nine months ended September 30, 2012, revenue in our North American Business segment decreased 3.7% and 1.8% compared to the three and nine months ended September 30, 2011, respectively, primarily due to negative internal growth of 3.3% and 1.6%, respectively. The negative internal growth was driven by negative complementary service revenue internal growth of 20.2% and 14.8%, respectively, in the three and nine months ended September 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 4.8% and 2.7%, respectively, in the three and nine months ended September 30, 2012, which was primarily a result of lower revenues from activity-based services. Partially offsetting the negative service growth was storage rental revenue internal growth of 1.5% and 2.0%, respectively, in the three and nine months ended September 30, 2012, related to increased new sales and lower volume outflows. 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 nine months ended September 30, 2012. Adjusted OIBDA, as a percentage of segment revenue, decreased in the nine months ended September 30, 2012 compared to the same period in 2011 as a result of the decrease in recycled paper revenue as well as $6.0 million of certain costs that were reclassified into the North American Business segment from the Corporate segment in fiscal year 2012.

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International Business

	Three Months Ended September 30,								Percentage Change
							Dollar Change					Constant Currency			Internal Growth
	2011			2012					Actual
Segment Revenue	$	200,765		$	201,770		$	1,005		0.5	%		7.2	%		1.4	%
Segment Adjusted OIBDA(1)	$	44,686		$	47,220		$	2,534		5.7	%		12.2	%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		22.3	%		23.4	%

	Nine Months Ended September 30,								Percentage Change
							Dollar Change					Constant Currency			Internal Growth
	2011			2012					Actual
Segment Revenue	$	592,514		$	596,244		$	3,730		0.6	%		6.6	%		2.3	%
Segment Adjusted OIBDA(1)	$	123,013		$	133,105		$	10,092		8.2	%		14.0	%
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue		20.8	%		22.3	%

(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 0.6% during the nine months ended September 30, 2012 over the same period last year due to internal growth of 2.3%. Foreign currency fluctuations in 2012, primarily in Europe, resulted in decreased 2012 revenue, as measured in U.S. dollars, of approximately 7.6% and 6.5% in the three and nine months ended September 30, 2012, respectively, as compared to 2011. Total internal revenue growth for the segment for the three and nine months ended September 30, 2012 was supported by solid 5.3% and 6.2% storage rental internal growth, respectively. Acquisitions contributed 6.7% and 4.8% of the increase in total reported international revenues in the three and nine months ended September 30, 2012, respectively, primarily due to our acquisitions in Switzerland and Brazil in the second quarter of 2012. Adjusted OIBDA as a percentage of segment revenue increased by 150 basis points in the nine months ended September 30, 2012 compared to the prior year period, primarily due to increased operating income from productivity gains, pricing actions and disciplined cost management.

Corporate

	Three Months Ended September 30,
							Dollar Change		Percentage Change
	2011			2012
Segment Adjusted OIBDA(1)	$	(44,449	)	$	(37,407	)	$	7,042		15.8	%
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue		(5.8	)%		(5.0	)%

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	Nine Months Ended September 30,
							Dollar Change		Percentage Change
	2011			2012
Segment Adjusted OIBDA(1)	$	(133,799	)	$	(124,418	)	$	9,381		7.0	%
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue		(5.9	)%		(5.5	)%

(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 nine months ended September 30, 2012, expenses in the Corporate segment as a percentage of consolidated revenue decreased 0.4% compared to the nine months ended September 30, 2011, primarily due to (1) reduced information technology expenses of $9.0 million, (2) a $6.0 million reclassification of certain costs out of the Corporate segment and into the North American Business segment in fiscal year 2012 and (3) reductions in workers' compensation and medical expenses, which were partially offset by an $8.4 million increase in stock-based compensation expense.

Liquidity and Capital Resources

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

	2011			2012
Cash flows from operating activities—continuing operations	$	451,150		$	311,653
Cash flows from investing activities—continuing operations		(236,335	)		(287,161	)
Cash flows from financing activities—continuing operations		(320,219	)		143,739
Cash and cash equivalents at the end of period		480,879			334,583

        Net cash provided by operating activities from continuing operations was $311.7 million for the nine months ended September 30, 2012 compared to $451.2 million for the nine months ended September 30, 2011. The 30.9% decrease resulted primarily from higher interest payments, cash payments for incentive compensation and income taxes in the nine months ended September 30, 2012 compared to the same period in 2011.

        Our business requires 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 nine months ended September 30, 2012 amounted to $165.5 million, $106.2 million and $13.4 million, respectively. For the nine months ended September 30, 2012, these expenditures were funded with cash flows provided by operating activities from continuing operations. Excluding potential future acquisitions, we expect our capital expenditures to be approximately $255.0 million in the year ending December 31, 2012. Included in our estimated capital expenditures for 2012 is approximately $50.0 million of real estate purchases and approximately $10.0 million associated with the Conversion Plan.

        Net cash provided by financing activities from continuing operations was $143.7 million for the nine months ended September 30, 2012. During the nine months ended September 30, 2012, we

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received $985.0 million in net proceeds from the issuance of our 5³/4% Notes due 2024 and $22.3 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 (1) for the early retirement of $320.0 million and $200.0 million of our 6⁵/8% Notes due 2016 and 8³/4% Notes due 2018, respectively; (2) to repay borrowings under our term loan and revolving credit facility and other debt of $165.9 million; (3) to repurchase $38.1 million of our common stock; and (4) to pay dividends in the amount of $132.3 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 September 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.

        The following table is a summary of our repurchase activity under all of our share repurchase programs during the first nine 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 March 31,			$	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 to include total cash dividends of approximately $280.0 million, based on the number of currently outstanding shares of our common stock. While the next quarterly dividend will not be declared by the Board of Directors until its regularly scheduled meeting in December 2012, management expects to recommend to the Board of Directors that it maintain the current quarterly dividend on a per share basis. This would represent an increase in the aggregate quarterly dividend paid of nearly 10% over current levels based on management's estimate of the number of shares to be issued in connection with the announced special dividend of $700.0 million (the "Special Dividend") to be paid in cash and shares of common stock on November 21, 2012 (the "Distribution Date"). 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 nine 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
September 6, 2012		0.2700	September 25, 2012		46,473	October 15, 2012

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        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 the commitment to return $1.2 billion of capital to stockholders by May 2012. The REIT Conversion Plan, however, includes several modifications to the previously announced stockholder payout plan. 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"). We expect to pay the E&P Distribution in a combination of common stock and cash dividends, with at least 80% of the E&P Distribution in the form of common stock and up to 20% in cash. On October 11, 2012, we announced the declaration by our Board of Directors of the Special Dividend payable on the Distribution Date, at the election of the stockholders, in either common stock or cash to stockholders of record as of October 22, 2012. The Special Dividend, which is a portion of the E&P Distribution, is expected to be paid in a combination of common stock and cash. The balance of any additional E&P Distribution will be paid out over several years beginning in 2014 based, in part, on IRS rules and the timing of the conversions of additional international operations into the REIT structure. Stockholders have the right to elect, by 5:00 pm eastern time on November 14, 2012, to be paid their pro rata portion of the Special Dividend in all common stock or cash; provided, however, that the total amount of cash payable to all stockholders associated with the Special Dividend will be limited to a maximum of $140.0 million (excluding cash paid in lieu of fractional shares), with the balance of the Special Dividend payable in the form of common stock. Our shares of common stock will be valued for purposes of the Special Dividend based upon the average closing price on the three trading days following November 14, 2012, and as such, we do not know the number of shares of common stock we will issue in the Special Dividend. These shares will impact weighted average shares outstanding from the date of issuance, thus impacting our earnings per share data prospectively from the Distribution Date. 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). We may temporarily operate above the high end of this range due to the timing of cash outlays related to the Conversion Plan.

        There are significant tax payments and other costs associated with implementing the Conversion Plan, and certain tax liabilities may be incurred regardless of 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 approximately $225.0 million to $275.0 million of related tax payments associated with a change in our method of depreciating and amortizing various assets, including our racking, from our current method to methods that are consistent with the characterization of such assets as real property. The total tax on recapture of depreciation and amortization expenses across all relevant assets is expected to be paid out over up to five years beginning in 2012, with approximately $80.0 million to be paid in 2012. These tax 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 approximately $36.0 million of long-term deferred income tax liabilities to current deferred income taxes (included within accrued expenses within current liabilities) and prepaid and other assets (included within current assets) within our consolidated balance sheet as of September 30, 2012. Additionally, we currently estimate the incremental operating and capital expenditures associated with the Conversion Plan through 2014 to be approximately $100.0 million to $150.0 million. Of these amounts, approximately $35.0 million to $40.0 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.

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Treasuries) and accounts receivable. The only significant concentrations of liquid investments as of September 30, 2012 relate to cash and cash equivalents and restricted cash held on deposit with six global banks and eight "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 to a maximum of $50.0 million or any one financial institution to a maximum of $75.0 million. As of September 30, 2012, our cash and cash equivalents and restricted cash balance was $371.2 million, including money market funds and time deposits amounting to $352.3 million. A substantial portion of the money market funds is invested in U.S. Treasuries.

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

Revolving Credit Facility(1)	$	—
Term Loan Facility(1)		468,750
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)		242,475
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(3)		177,914
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)		49,827
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)		326,238
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)		548,475
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)		1,000,000
Real Estate Mortgages, Capital Leases and Other		225,748
Total Long-term Debt		3,739,427
Less Current Portion		(71,380	)
Long-term Debt, Net of Current Portion	$	3,668,047

(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").

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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; (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 September 30, 2012, we had no outstanding borrowings under the Revolving Credit Facility and we had various outstanding letters of credit totaling $2.9 million. The remaining availability under the Revolving Credit Facility on September 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 $722.1 million. The interest rate in effect under the Term Loan Facility was 2.3% as of September 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, uses 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 3.6 as of

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December 31, 2011 and September 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.5 as of December 31, 2011 and September 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 September 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.

        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, in order to enhance our existing operations in Brazil, 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 ($75.0 million, net of cash acquired. 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), which provides storage rental and records management services, in a stock transaction for a cash purchase price of approximately $21.6 million.

        In August 2012, we completed an underwritten public offering of $1.0 billion in aggregate principal amount of our 5³/4% Notes, which were issued at 100% of par. Our net proceeds of $985.0 million, after paying the underwriters' discounts and commissions, were used to redeem of all of our outstanding 6⁵/8% Notes and 8³/4% Notes and to repay existing indebtedness under our Revolving Credit Facility, and the balance will be used for general corporate purposes, including funding a portion of the costs we expect to incur in connection with the Conversion Plan.

        In August 2012, we redeemed (1) the $320.0 million aggregate principal amount outstanding of our 6⁵/8% Notes at 100% of par, plus accrued and unpaid interest, and (2) the $200.0 million aggregate principal amount outstanding of our 8³/4% Notes at 102.9% of par, plus accrued and unpaid interest. We recorded a charge to other expense (income), net of $10.6 million in the third quarter of 2012 related to the early extinguishment of the 6⁵/8% Notes and 8³/4% Notes. This charge consists of the call premium, original issue discounts and deferred financing costs related to the 6⁵/8% Notes and 8³/4% Notes.

        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.

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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 ($9.1 million, tax effected) at September 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 $57.1 million, which begin to expire in 2015 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.

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 September 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 September 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

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2011. These actions include appropriate and reasonable steps to make necessary improvements to our internal control over financial reporting including:

•

Hired a government contract compliance specialist;

•

Developed and implemented a process to appropriately identify government contracts with price reduction clauses; and

•

Developed and implemented procedures to track and monitor benchmark pricing in order to calculate any related price reductions required under these contracts.

        We continue our remediation efforts and we expect to complete testing of our newly designed and implemented controls in the fourth quarter of 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 as warranted.

        The only changes in our internal control over financial reporting during the three months ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting are discussed above.

Part II. Other Information

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

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

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
	4.1	Second Supplemental Indenture, dated as of August 10, 2012, among Iron Mountain Incorporated, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to the Company's Current Report on Form 8-K dated August 10, 2012.)
	10.1	Amendment to Credit Agreement, dated as of August 15, 2012, among the Company, Iron Mountain Information Management, Inc., Iron Mountain Canada Corporation, Iron Mountain Switzerland GmbH, Iron Mountain Europe Limited, Iron Mountain Australia Pty Ltd., Iron Mountain Information Management (Luxembourg) S.C.S., Iron Mountain Luxembourg S.a r.l, the Lenders party thereto, RBS Citizens, N.A. and Bank of America, N.A., as Co-Syndication Agents, Barclays Bank PLC, HSBC Bank USA, N.A., Morgan Stanley Senior Funding, Inc. and the Bank of Nova Scotia, as Co-Documentation Agents, J.P. Morgan Securities LLC and RBS Citizens, N.A., as Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, Toronto Branch, as Canadian Administrative Agent, and JPMorgan Chase Bank, N.A., as Agent for the Lenders. (Filed herewith.)

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Exhibit No.		Description
	10.2	Omnibus Performance Unit Amendment to the Iron Mountain Incorporated 2002 Stock Incentive 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 September 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
November 2, 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

Exhibit 10.1

EXECUTION COPY

AMENDMENT

AMENDMENT, dated as of August 15, 2012 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, INC., a Delaware corporation (the “Company”), IRON MOUNTAIN CANADA CORPORATION, a company organized under the laws of the Province of Nova Scotia (the “Canadian Borrower”), IRON MOUNTAIN SWITZERLAND GMBH, a company organized under the laws of Switzerland (the “Swiss Borrower”), IRON MOUNTAIN EUROPE LIMITED, a company organized under the laws of England and Wales (“IM Europe”), IRON MOUNTAIN AUSTRALIA PTY LTD., a company formed under the laws of Australia (“IM Australia”), IRON MOUNTAIN INFORMATION MANAGEMENT (LUXEMBOURG) S.C.S., a company organized under the laws of Luxembourg (“IMIM Luxembourg”), IRON MOUNTAIN LUXEMBOURG SARL, a company organized under the laws of Luxembourg (“IM Luxembourg”, and together with the Parent, the Company, the Canadian Borrower, the Swiss Borrower, IM Europe, IM Australia and IMIM Luxembourg, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Company has requested certain amendments to the Credit Agreement; and

WHEREAS, the Lenders are willing to agree to such amendments, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parent, the Company, the Lenders and the Administrative Agent hereby agree as follows:

1.Defined Terms.  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

2.Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)Section 1.01 of the Credit Agreement is amended by adding the following new definitions thereto:

“REIT Conversion” shall mean the proposed plan to convert the Parent into a real estate investment trust as described in the Parent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2012 (involving, without limitation, the restructuring of the Parent’s and its Subsidiaries’ assets, liabilities and business operations, changes in the methods of depreciating or amortizing certain of their assets, and the modification of internal accounting, information technology, real estate and other systems), and matters related thereto.

“REIT Conversion Date” shall mean the effective date of the REIT Conversion with respect to the Parent.

(b)Section 1.01 of the Credit Agreement is further amended restating the definitions of “Adjusted EBITDA,” “EBITDA” and “Fixed Charges” therein to read as follows:

“Adjusted EBITDA” shall mean, for any period, EBITDA for such period, minus cash paid for income taxes for such period as set forth in the consolidated statement of cash flows of the Parent covering such period, adjusted to exclude (i) income taxes attributable to extraordinary, unusual or non-recurring gains or charges or other items (including sale of fixed assets not in the ordinary course of business) and (ii) income taxes (and any related interest and penalties) associated with any changes adopted by the Parent or any Subsidiary in connection with the REIT Conversion in its method of depreciating or amortizing (A) improvements at its storage facilities, including racking and shelving systems, (B) intangible assets (including goodwill) associated with costs incurred to originate or acquire storage agreements, (C) intangible assets related to the acquisition of leaseholds on real property or (D) any other tangible or intangible property associated with the characterization by the Parent and its Subsidiaries of such property as real estate assets and interests in real property for income tax purposes.  Notwithstanding the foregoing, the aggregate amount of income taxes (and related interest and penalties) for fiscal years 2012 and 2013 of the Parent that may be excluded pursuant to the preceding clause (ii) shall not exceed $225,000,000.

“EBITDA” shall mean, for any period, the sum (without duplication), determined on a consolidated basis for the Parent and its Subsidiaries, of (a) net income for such period plus (b) to the extent deducted in determining net income for such period, the sum of (i) depreciation and amortization (including deferred financing costs, organization costs, goodwill and non-compete amortization) for such period, (ii) other non-cash expenses for such period (including minority interest expense), (iii) Interest Expense for such period, (iv) provision for income taxes for such period, (v) extraordinary, unusual or non-recurring charges or other items (including without limitation losses arising from any natural disasters, debt extinguishment expenses, foreign currency transaction losses and losses on investments) for such period determined in accordance with GAAP after giving effect to any related charges for, reductions of or provisions for taxes thereon, (vi) non-compete expenses for such period to the extent not capitalized in accordance with GAAP, (vii) losses on sales of fixed assets not in the ordinary course of business for such period after giving effect to any related charges for, reductions of or provisions for taxes thereon and (viii) costs and expenses associated with the REIT Conversion, including, without limitation, planning and advisory costs related to the foregoing (provided that the aggregate amount of costs and expenses in connection with the REIT Conversion that may be added back pursuant to this clause (viii) shall not exceed $125,000,000 for fiscal years 2012 and 2013 of the Parent), minus (c) to the extent included in the calculation of net income for such period, the sum of (i) other income (including interest income) for such period (including gains attributable to minority interest in its Subsidiaries), (ii) extraordinary, unusual or non-recurring gains or other items (including without limitation gains resulting from debt extinguishment, foreign currency transaction gains and gains on investments) for such period determined in accordance with GAAP after giving effect to any related charges for, reductions of or provisions for taxes thereon and (iii) gains on sales of fixed assets not in the ordinary course of business for such period after giving effect to any related charges for, reductions of or provisions for taxes thereon.

For the purposes of calculating the ratios set forth in Sections 9.09 and 9.11 there may, at the Parent’s option (such option to be consistently applied with respect to each transaction), be included in EBITDA for any relevant period, on a pro forma basis (adjusted to give effect to

2

expenses that will not be ongoing), the net income (and the additions and subtractions thereto referred to above) for such period of any Person (or assets) acquired after the commencement of such period in connection with any Permitted Acquisition having Acquisition Consideration of more than $500,000. The net income (and the related additions and subtractions) of the Person or assets acquired pursuant to such acquisition for such period shall be calculated by reference to the most recent available quarterly financial statements of the acquired business, annualized.

“Fixed Charges” shall mean for any period the sum of (i) Scheduled Amortization for such period plus (ii) Interest Expense for such period plus (iii) 50% of the total Capital Expenditures (total Capital Expenditures being calculated for this purpose to exclude (x) replacement Capital Expenditures made with the proceeds of insurance and (y) Capital Expenditures in connection with the REIT Conversion) for such period; provided that, notwithstanding the foregoing, the amount of Capital Expenditures excluded pursuant to clause (y) shall not exceed $50,000,000 in the aggregate for fiscal years 2012 and 2013 of the Parent, plus (iv) the aggregate amount of non-compete expenses for such period to the extent not capitalized in accordance with GAAP plus (v) prior to the REIT Conversion Date, the aggregate amount of regular quarterly dividend payments, typically paid on or about January 15, April 15, July 15 and October 15, in cash by the Parent during such period plus (vi) from and after the REIT Conversion Date, the aggregate amount of Restricted Payments made in cash by the Parent.

(c)The amendments set forth in Sections 2(a) and 2(b) hereof shall terminate on the Business Day preceding the last day of the Parent’s fiscal quarter ending on or about March 31, 2014; provided that the amendment to clauses (v) and (vi) of the amendment to “Fixed Charges” set forth in Section 2(b) hereof shall not terminate and shall remain in effect along with the remainder of this Amendment.  The amendment to “EBITDA” set forth in Section 2(b) hereof shall not be effective for purposes of determining the Applicable Commitment Fee Rate or the Applicable Margin.

(d)Notwithstanding Section 6.3 of each of the Parent Pledge Agreement, the Company Pledge Agreement and the Subsidiary Pledge Agreement, and any similar provision in any other pledge agreement entered into in connection with the Credit Agreement, Pledged LLC Interests (as defined in such pledge agreements and including any other term referring to limited liability company interests included in the Collateral) may, upon prior written notice to, and with the consent of the Administrative Agent, become “Securities” within the meaning of Article 8 of the Uniform Commercial Code in effect in any relevant jurisdiction as long as the relevant pledgor causes all such Pledged LLC Interests to constitute Collateral for the Secured Obligations, delivers to the Administrative Agent all certificates representing such Pledged LLC Interests and effective indorsements in blank with respect to such certificates in form reasonably satisfactory to the Administrative Agent.  The Parent and the Company shall cause such pledgor to take all other action required or requested by the Administrative Agent to create and maintain its first priority security interest in such Pledged LLC Interests and the proceeds thereof.

3.Amendment Fee.  The Company shall pay to the Administrative Agent, for the account of each Lender which executes and delivers this Amendment, on or prior to the Effective Date, an amendment fee equal to .05% of the sum of such Lender’s Revolving Commitment and Term Loans, payable on the Effective Date.

3

4.Representations and Warranties.  On and as of the date hereof, each of the Parent and the Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 8 of the Credit Agreement and the representations and warranties in the Basic Documents mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case the Parent and the Company each hereby confirms, reaffirms and restates such representations and warranties as of such earlier date.  Each of the Parent and the Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

5.Effectiveness.  This Amendment shall become effective as of the date set forth above (the “Effective Date”) upon the satisfaction of the following conditions precedent:

(a)Amendment.  The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Parent, the Company, and Lenders party to the Credit Agreement constituting the “Majority Lenders” thereunder (or, in the case of any Lender, a lender addendum or joinder agreement in a form specified by the Administrative Agent).

(b)Security Documents. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of each Borrower and Subsidiary Guarantor.

(c)Bond Issuance.  The Parent shall have received at least $400,000,000 in gross cash proceeds from the issuance of subordinated Indebtedness in accordance with clause (iii) of Section 9.08 of the Credit Agreement.

6.Valid and Binding.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

7.Payment of Expenses.  The Company agrees to pay or reimburse the Administrative Agent for all out-of-pocket costs and expenses incurred in connection with the Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel.

8.Reference to and Effect on the Credit Agreement; Limited Effect.  On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Lenders or the Administrative Agent.  Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

9.Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4

10.Loan Document; Integration.  This Amendment shall constitute a Basic Document.  This Amendment and the other Basic Documents represent the agreement of each Borrower, each Subsidiary Guarantor, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Basic Documents.

11.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

12.Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

IRON MOUNTAIN INCORPORATED
By:
	Name: J.P. Lawrence
	Title: Senior Vice President and Treasurer
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
By:
	Name: J.P. Lawrence
	Title: Senior Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender
By:
	Name:
	Title:

JPMORGAN CHASE BANK, TORONTO BRANCH,
as Canadian Administrative Agent and as a Canadian
Lender
By:
	Name:
	Title:

Signature page to the Amendment

dated as of August [    ], 2012 to the

IRON MOUNTAIN INFORMATION MANAGEMENT, INC.

Credit Agreement

[INSERT LENDER NAME]
By:
	Name:
	Title:

EXHIBIT A

FORM OF ACKNOWLEDGMENT AND CONFIRMATION

ACKNOWLEDGMENT AND CONFIRMATION, dated as of August 15, 2012 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.

1.Reference is made to Amendment, dated as of August 15, 2012 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, INC., a Delaware corporation (the “Company”), IRON MOUNTAIN CANADA CORPORATION, a company organized under the laws of the Province of Nova Scotia (the “Canadian Borrower”), IRON MOUNTAIN SWITZERLAND GMBH, a company organized under the laws of Switzerland (the “Swiss Borrower”), IRON MOUNTAIN EUROPE LIMITED, a company organized under the laws of England and Wales (“IM Europe”), IRON MOUNTAIN AUSTRALIA PTY LTD., a company formed under the laws of Australia (“IM Australia”), IRON MOUNTAIN INFORMATION MANAGEMENT (LUXEMBOURG) S.C.S., a company organized under the laws of Luxembourg (“IMIM Luxembourg”), IRON MOUNTAIN LUXEMBOURG SARL, a company organized under the laws of Luxembourg (“IM Luxembourg”, and together with the Parent, the Company, the Canadian Borrower, the Swiss Borrower, IM Europe, IM Australia and IMIM Luxembourg, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

2.Each of the parties hereto hereby agrees, with respect to each Basic Document to which it is a party:

(a)all of its obligations, liabilities and indebtedness under such Basic Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment;

(b)all of the Liens and security interests created and arising under such Basic Document remain in full force and effect on a continuous basis after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Basic Documents; and

(c)all of the representations and warranties made by it set forth in each such Basic Document are reaffirmed and restated mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case such party hereby confirms, reaffirms and restates such representations and warranties as of such earlier date.

3.THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

4.This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[rest of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

IRON MOUNTAIN SWITZERLAND GMBH
By
Title:
IRON MOUNTAIN EUROPE LIMITED
By
Title:	Director
IRON MOUNTAIN AUSTRALIA PTY LTD.
By
Title:	Director
IRON MOUNTAIN INFORMATION MANAGEMENT
(LUXEMBOURG) S.C.S.
IRON MOUNTAIN LUXEMBOURG S.A.R.L.
By
Title:	Manager

IRON MOUNTAIN INCORPORATED
IRON MOUNTAIN INFORMATION
MANAGEMENT, INC. (including in capacity as sole
beneficiary of Iron Mountain Statutory Trust-1998, Iron
Mountain Statutory Trust-1999 and Iron Mountain
Statutory Trust-2001)
IRON MOUNTAIN CANADA CORPORATION
IRON MOUNTAIN FULFILLMENT SERVICES, INC.
IRON MOUNTAIN INTELLECTUAL PROPERTY
MANAGEMENT, INC.
IRON MOUNTAIN GLOBAL HOLDING, LLC
IRON MOUNTAIN GLOBAL, LLC
MOUNTAIN REAL ESTATE ASSETS, INC.,
MOUNTAIN RESERVE III, INC.
NETTLEBED ACQUISITION CORP.
TREELINE SERVICES CORPORATION
By:
	Name:	J.P. Lawrence
	Title:	Senior Vice President and Treasurer

EX-10.2

Exhibit 10.2

IRON MOUNTAIN INCORPORATED

2002 STOCK INCENTIVE PLAN

OMNIBUS PU AMENDMENT

Adopted as of October 8, 2012

1.  PURPOSE

The purpose of this Omnibus PU Amendment (the “PU Amendment”) is to amend the terms of all Outstanding PUs (as defined below) to provide, on a prospective basis and subject to the terms and conditions set forth below, dividend equivalents.  The term Outstanding PUs means outstanding Performance Units issued before June 13, 2012.  Other capitalized terms not defined herein shall have the meaning set forth in the Iron Mountain Incorporated 2002 Stock Incentive Plan, as amended and in effect from time to time, or in any agreement evidencing an award thereunder (the “2002 SIP”).

This PU Amendment is adopted by the Committee pursuant to its authority in Section 7(c)(2) of the 2002 SIP and in Section 15(a) of each applicable Performance Unit Agreement.  Because providing dividend equivalents on Outstanding PUs does not adversely affect Recipients, no further consent of Recipients is required with respect to the benefit provided by this PU Amendment.

2.  DIVIDEND EQUIVALENTS

A new Section 3A is added to each Performance Unit Agreement applicable to an Outstanding PU as follows —

“3A.  Dividend Equivalents.  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 September 4, 2012 and through the date the Recipient receives a settlement pursuant to Section 4, as amended (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 PUs, 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, as amended.  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.  Except as provided in Section 4, as amended, Dividend Equivalents shall be subject to the same terms and conditions as the PUs originally awarded pursuant to the underlying Performance Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original PU award.  Dividend Equivalents representing the cash portion of a dividend on Stock shall be settled in cash.”

1

3.  DELIVERY

The first paragraph of Section 4 of each Performance Unit Agreement applicable to an Outstanding PU shall be amended by adding the following new sentence after the first sentence thereof —

“With respect to any PUs that become vested PUs as of a Vesting Date pursuant to Section 3, the Company shall also issue and deliver to the Recipient the amount (and in the form) due with respect to the Dividend Equivalents applicable to the Underlying Shares.”

4.  OTHER PROVISIONS OF UNDERLYING AGREEMENT AMENDED

Each Performance Unit Agreement applicable to an Outstanding PU is hereby further amended, mutatis mutandi, to give effect to the inclusion of Dividend Equivalents, including, without limitation, the following sections:  the provisions addressing Withholding Taxes, Non-assignability of PUs, Compliance with Securities Act; Lock-Up Agreement, Legends, Rights as Stockholder, Time for Acceptance, Right of Repayment, Section 409A of the Internal Revenue Code and General Provisions.

2

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,										Nine Months Ended September 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	$	264,173	$	261,577
Add: Fixed Charges		292,435		309,991		292,860		284,052		286,241		208,651		239,388
	$	535,596	$	550,757	$	638,139	$	618,274	$	639,141	$	472,824	$	500,965
Fixed Charges:
Interest Expense, Net	$	214,147	$	219,989	$	212,545	$	204,559	$	205,256	$	147,269	$	178,381
Interest Portion of Rent Expense		78,288		90,002		80,315		79,493		80,985		61,382		61,007
	$	292,435	$	309,991	$	292,860	$	284,052	$	286,241	$	208,651	$	239,388
Ratio of Earnings to Fixed Charges		1.8x		1.8x		2.2x		2.2x		2.2x		2.3x		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: November 2, 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: November 2, 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 September 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: November 2, 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 September 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: November 2, 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

XML

Summary of Significant Accounting Policies (Details 9) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Property, plant and equipment
Gain (loss) on disposal/write-down of property, plant and equipment	$ 1,515	$ 2,345
Loss on discontinuation of the use of third-party software licenses		2,300
North American Business
Property, plant and equipment
Gain (loss) on disposal/write-down of property, plant and equipment	(700)	3,200
Loss on discontinuation of the use of third-party software licenses		450
North American Business | Leased vehicles
Property, plant and equipment
Gain (loss) on disposal/write-down of property, plant and equipment	2,700	1,900
International Business
Property, plant and equipment
Loss on discontinuation of the use of third-party software licenses		1,850
Latin America
Property, plant and equipment
Gain (loss) on disposal/write-down of property, plant and equipment	$ (500)

XML

Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended			3 Months Ended			9 Months Ended			3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011 Worldwide Digital Business	Sep. 30, 2012 Worldwide Digital Business	Sep. 30, 2011 Worldwide Digital Business	Sep. 30, 2012 Worldwide Digital Business	Sep. 30, 2011 Worldwide Digital Business	Jun. 02, 2011 Worldwide Digital Business	Sep. 30, 2012 New Zealand Business	Sep. 30, 2011 New Zealand Business	Jun. 30, 2011 New Zealand Business	Sep. 30, 2012 New Zealand Business	Sep. 30, 2011 New Zealand Business	Oct. 03, 2011 New Zealand Business	Sep. 30, 2012 Italian Business	Sep. 30, 2011 Italian Business	Sep. 30, 2012 Italian Business	Sep. 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					17,100		17,100
Preliminary working capital adjustment										15,400
Transaction costs								7,387
Inducements payable to Autonomy								11,075
Gain (Loss) on Sale of Discontinued Operations							177		245,831										(1,885)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911	(1,885)	200,260			6,911		200,260										(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									79,199			2,346			6,489			3,776	2,138	12,397
(Loss) Income Before (Benefit) Provision for Income Taxes of Discontinued Operations						(537)	(1,554)	(159)	(21,952)		(88)	1		(88)	(4,947)		(437)	(18,792)	(6,823)	(24,895)
(Benefit) Provision for Income Taxes						(1,094)	(932)	(803)	(8,462)			1,836			(7,606)			(1,869)	(567)	(2,027)
(Loss) Income from Discontinued Operations, Net of Tax	32	(19,380)	(5,700)	(33,699)		557	(622)	644	(13,490)		(88)	(1,835)		(88)	2,659		(437)	(16,923)	(6,256)	(22,868)
Gain (Loss) on Sale of Discontinued Operations							177		245,831										(1,885)
(Benefit) Provision for Income Taxes							(6,734)		45,571
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911	(1,885)	200,260			6,911		200,260										(1,885)
Total (Loss) Income from Discontinued Operations and Sale, Net of Tax	32	(12,469)	(7,585)	166,561		557	6,289	644	186,770								(437)	(16,923)	(8,141)	(22,868)
Interest allocated to the Digital Business and included in loss from discontinued operations							$ 0		$ 2,396

XML

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenues:
Storage rental	$ 434,665	$ 427,321	$ 1,293,442	$ 1,262,172
Service	313,460	340,985	953,346	1,010,694
Total Revenues	748,125	768,306	2,246,788	2,272,866
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	310,344	306,361	938,702	929,893
Selling, General and Administrative	204,498	209,003	618,673	645,147
Depreciation and amortization	80,944	76,904	236,462	235,935
Intangible impairments		42,500		42,500
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(1,627)	(1,661)	(1,515)	(2,345)
Total Operating Expenses	594,159	633,107	1,792,322	1,851,130
Operating Income (Loss)	153,966	135,199	454,466	421,736
Interest Expense (Income), Net	61,381	50,047	178,381	147,269
Other Expense (Income), Net	7,746	16,631	14,508	10,294
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	84,839	68,521	261,577	264,173
Provision (Benefit) for Income Taxes	31,120	18,127	105,344	65,143
Income (Loss) from Continuing Operations	53,719	50,394	156,233	199,030
Income (Loss) from Discontinued Operations, Net of Tax	32	(19,380)	(5,700)	(33,699)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911	(1,885)	200,260
Net Income (Loss)	53,751	37,925	148,648	365,591
Less: Net Income (Loss) Attributable to Noncontrolling Interests	942	587	2,434	2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated	52,809	37,338	146,214	363,482
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	53,751	37,925	148,648	365,591
Foreign Currency Translation Adjustments	20,095	(66,288)	21,197	(24,814)
Total Other Comprehensive (Loss) Income	20,095	(66,288)	21,197	(24,814)
Comprehensive (Loss) Income	73,846	(28,363)	169,845	340,777
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	1,482	(452)	3,158	1,225
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	72,364	(27,911)	166,687	339,552
Parent
Operating Expenses:
Selling, General and Administrative	51	12	117	175
Depreciation and amortization	81	36	238	112
Total Operating Expenses	132	48	355	287
Operating Income (Loss)	(132)	(48)	(355)	(287)
Interest Expense (Income), Net	50,534	40,374	144,605	126,424
Other Expense (Income), Net	26,405	(21,661)	25,424	16,775
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	(77,071)	(18,761)	(170,384)	(143,486)
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(129,880)	(56,099)	(316,598)	(506,968)
Income (Loss) from Continuing Operations	52,809	37,338	146,214	363,482
Net Income (Loss)	52,809	37,338	146,214	363,482
Net Income (Loss) Attributable to Iron Mountain Incorporated	52,809	37,338	146,214	363,482
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	52,809	37,338	146,214	363,482
Foreign Currency Translation Adjustments	(1,402)	7,057	(534)	1,928
Equity in Other Comprehensive Income (Loss) of Subsidiaries	20,957	(72,306)	21,007	(25,858)
Total Other Comprehensive (Loss) Income	19,555	(65,249)	20,473	(23,930)
Comprehensive (Loss) Income	72,364	(27,911)	166,687	339,552
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	72,364	(27,911)	166,687	339,552
Guarantors
Revenues:
Storage rental	289,152	290,156	865,622	850,401
Service	192,799	218,291	592,793	637,891
Total Revenues	481,951	508,447	1,458,415	1,488,292
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	183,973	188,831	564,552	568,989
Selling, General and Administrative	143,023	144,057	425,645	434,189
Depreciation and amortization	48,496	48,478	144,127	145,855
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(1,259)	112	(2,003)	(482)
Total Operating Expenses	374,233	381,478	1,132,321	1,148,551
Operating Income (Loss)	107,718	126,969	326,094	339,741
Interest Expense (Income), Net	(5,442)	(19,535)	(14,163)	(62,586)
Other Expense (Income), Net	(1,610)	(2,794)	(2,395)	2,074
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	114,770	149,298	342,652	400,253
Provision (Benefit) for Income Taxes	25,355	17,962	86,255	49,152
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(39,288)	85,608	(64,746)	42,323
Income (Loss) from Continuing Operations	128,703	45,728	321,143	308,778
Income (Loss) from Discontinued Operations, Net of Tax	557	(622)	644	(13,490)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		6,911		200,260
Net Income (Loss)	129,260	52,017	321,787	495,548
Net Income (Loss) Attributable to Iron Mountain Incorporated	129,260	52,017	321,787	495,548
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	129,260	52,017	321,787	495,548
Foreign Currency Translation Adjustments	(1,235)	1,856	(619)	2,142
Equity in Other Comprehensive Income (Loss) of Subsidiaries	22,192	(74,162)	21,626	(28,000)
Total Other Comprehensive (Loss) Income	20,957	(72,306)	21,007	(25,858)
Comprehensive (Loss) Income	150,217	(20,289)	342,794	469,690
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	150,217	(20,289)	342,794	469,690
Canada Company
Revenues:
Storage rental	31,514	30,368	92,662	91,738
Service	28,257	29,849	86,091	88,295
Total Revenues	59,771	60,217	178,753	180,033
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	23,369	21,594	72,401	68,596
Selling, General and Administrative	8,337	8,054	26,374	28,682
Depreciation and amortization	4,673	4,496	13,784	14,298
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(13)	(164)	(36)	(362)
Total Operating Expenses	36,366	33,980	112,523	111,214
Operating Income (Loss)	23,405	26,237	66,230	68,819
Interest Expense (Income), Net	11,425	11,620	34,179	33,708
Other Expense (Income), Net	(17)	3	(36)	289
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	11,997	14,614	32,087	34,822
Provision (Benefit) for Income Taxes	1,969	1,466	9,463	13,882
Income (Loss) from Continuing Operations	10,028	13,148	22,624	20,940
Net Income (Loss)	10,028	13,148	22,624	20,940
Net Income (Loss) Attributable to Iron Mountain Incorporated	10,028	13,148	22,624	20,940
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	10,028	13,148	22,624	20,940
Foreign Currency Translation Adjustments	9,907	(20,807)	11,199	(11,978)
Total Other Comprehensive (Loss) Income	9,907	(20,807)	11,199	(11,978)
Comprehensive (Loss) Income	19,935	(7,659)	33,823	8,962
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	19,935	(7,659)	33,823	8,962
Non-Guarantors
Revenues:
Storage rental	113,999	106,797	335,158	320,033
Service	92,404	92,845	274,462	284,508
Total Revenues	206,403	199,642	609,620	604,541
Operating Expenses:
Cost of sales (Excluding Depreciation and Amortization)	103,002	95,936	301,749	292,308
Selling, General and Administrative	53,087	56,880	166,537	182,101
Depreciation and amortization	27,694	23,894	78,313	75,670
Intangible impairments		42,500		42,500
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(355)	(1,609)	524	(1,501)
Total Operating Expenses	183,428	217,601	547,123	591,078
Operating Income (Loss)	22,975	(17,959)	62,497	13,463
Interest Expense (Income), Net	4,864	17,588	13,760	49,723
Other Expense (Income), Net	(17,032)	41,083	(8,485)	(8,844)
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	35,143	(76,630)	57,222	(27,416)
Provision (Benefit) for Income Taxes	3,796	(1,301)	9,626	2,109
Income (Loss) from Continuing Operations	31,347	(75,329)	47,596	(29,525)
Income (Loss) from Discontinued Operations, Net of Tax	(525)	(18,758)	(6,344)	(20,209)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax			(1,885)
Net Income (Loss)	30,822	(94,087)	39,367	(49,734)
Less: Net Income (Loss) Attributable to Noncontrolling Interests	942	587	2,434	2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated	29,880	(94,674)	36,933	(51,843)
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	30,822	(94,087)	39,367	(49,734)
Foreign Currency Translation Adjustments	12,825	(54,394)	11,151	(16,906)
Total Other Comprehensive (Loss) Income	12,825	(54,394)	11,151	(16,906)
Comprehensive (Loss) Income	43,647	(148,481)	50,518	(66,640)
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	1,482	(452)	3,158	1,225
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	42,165	(148,029)	47,360	(67,865)
Eliminations
Operating Expenses:
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	169,168	(29,509)	381,344	464,645
Income (Loss) from Continuing Operations	(169,168)	29,509	(381,344)	(464,645)
Net Income (Loss)	(169,168)	29,509	(381,344)	(464,645)
Net Income (Loss) Attributable to Iron Mountain Incorporated	(169,168)	29,509	(381,344)	(464,645)
Consolidated Comprehensive Income (Loss)
Net Income (Loss)	(169,168)	29,509	(381,344)	(464,645)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	(43,149)	146,468	(42,633)	53,858
Total Other Comprehensive (Loss) Income	(43,149)	146,468	(42,633)	53,858
Comprehensive (Loss) Income	(212,317)	175,977	(423,977)	(410,787)
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$ (212,317)	$ 175,977	$ (423,977)	$ (410,787)

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Subsequent Events (Details) (Special dividend declare, USD $) In Thousands, unless otherwise specified	0 Months Ended	1 Months Ended
	Nov. 14, 2012	Nov. 21, 2012	Oct. 31, 2012
Special dividend declare
Subsequent Events
Special dividend			$ 700,000
Maximum special dividend payable in cash		$ 140,000
Number of trading days used for value of special dividend	3 days

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Debt (Details) (USD $)	3 Months Ended	9 Months Ended			9 Months Ended												9 Months Ended							3 Months Ended		9 Months Ended				1 Months Ended	3 Months Ended				1 Months Ended	3 Months Ended														1 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012 Parent	Sep. 30, 2011 Parent	Dec. 31, 2011 Parent	Sep. 30, 2012 Canada Company	Dec. 31, 2011 Canada Company	Dec. 31, 2011 Revolving Credit Facility	Sep. 30, 2012 Term Loan Facility	Dec. 31, 2011 Term Loan Facility	Jun. 27, 2011 Term Loan Facility	Sep. 30, 2012 Credit Agreement	Dec. 31, 2011 Credit Agreement	Jun. 27, 2011 Credit Agreement	Sep. 30, 2012 Credit Agreement Maximum	Sep. 30, 2012 Credit Agreement Minimum	Sep. 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	Sep. 30, 2012 Revolving Credit Facility and Outstanding Letters of Credit	Sep. 30, 2011 Revolving Credit Facility and Outstanding Letters of Credit	Sep. 30, 2012 Revolving Credit Facility and Outstanding Letters of Credit	Sep. 30, 2011 Revolving Credit Facility and Outstanding Letters of Credit	Sep. 30, 2012 The 7 1/4% Notes	Dec. 31, 2011 The 7 1/4% Notes	Aug. 31, 2012 The 6 5/8% Notes	Sep. 30, 2012 The 6 5/8% Notes	Dec. 31, 2011 The 6 5/8% Notes	Sep. 30, 2012 The Subsidiary Notes	Dec. 31, 2011 The Subsidiary Notes	Aug. 31, 2012 The 8 3/4% Notes	Sep. 30, 2012 The 8 3/4% Notes	Dec. 31, 2011 The 8 3/4% Notes	Sep. 30, 2012 The 8% Notes due 2018	Dec. 31, 2011 The 8% Notes due 2018	Sep. 30, 2012 The 6 3/4% Notes	Dec. 31, 2011 The 6 3/4% Notes	Sep. 30, 2012 The 7 3/4% Notes due 2019	Dec. 31, 2011 The 7 3/4% Notes due 2019	Sep. 30, 2012 The 8% Notes due 2020	Dec. 31, 2011 The 8% Notes due 2020	Sep. 30, 2012 The 8 3/8% Notes	Dec. 31, 2011 The 8 3/8% Notes	Sep. 30, 2012 Real Estate Mortgages, Capital Leases and Other	Dec. 31, 2011 Real Estate Mortgages, Capital Leases and Other	Aug. 31, 2012 The 5 3/4% notes due 2024	Sep. 30, 2012 The 5 3/4% notes due 2024
Long-term Debt Information
Total Long-Term Debt	$ 3,739,427,000	$ 3,739,427,000		$ 3,353,588,000						$ 96,000,000	$ 468,750,000	$ 487,500,000																$ 242,475,000	$ 233,115,000			$ 318,025,000	$ 177,914,000	$ 171,273,000			$ 200,000,000	$ 49,827,000	$ 49,806,000	$ 326,238,000	$ 328,750,000	$ 400,000,000	$ 400,000,000	$ 300,000,000	$ 300,000,000	$ 548,475,000	$ 548,346,000	$ 225,748,000	$ 220,773,000		$ 1,000,000,000
Less Current Portion	(71,380,000)	(71,380,000)		(73,320,000)			(658,000)	(2,761,000)	(2,658,000)
Long-term Debt, net of current portion	3,668,047,000	3,668,047,000		3,280,268,000	2,867,014,000		2,378,040,000	193,947,000	185,953,000
Fair Value										96,000,000	468,750,000	487,500,000																243,384,000	233,115,000			320,400,000	184,141,000	174,698,000			209,000,000	55,979,000	47,607,000	331,132,000	312,352,000	450,000,000	422,750,000	319,118,000	313,313,000	609,813,000	586,438,000	225,748,000	220,773,000		1,002,500,000
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%				5.75%
Capital Stock of First Tier Foreign Subsidiaries Pledged to Secure Debt (as a percent)	66.00%	66.00%
Maximum Borrowing Capacity													500,000,000							725,000,000	400,000,000	150,000,000	175,000,000
Optional expanded maximum borrowing capacity																1,800,000,000
Number of Banks Supporting the Credit Facility																				19
Commitment fee (as a percent)																	0.50%	0.30%
Letters of Credit Outstanding																			2,939,000
Remaining availability under credit facility																			722,061,000
Effective interest rate (as a percent)											2.30%
Commitment fees and letters of credit fees																								562,000	650,000	1,611,000	1,516,000
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%
Aggregate principal amount of public offering																																																		1,000,000,000
Senior Subordinated Notes issued as a percent of par																																																		100.00%
Net proceeds from sales of senior subordinated notes		985,000,000	394,000,000		985,000,000	394,000,000																																												985,000,000
Aggregate principal amount outstanding																														320,000,000					200,000,000
Redemption price as a percent of par																														100.00%					102.90%
Loss on early extinguishment of debt, net	$ 10,628,000	$ 10,628,000	$ 993,000																												$ 10,628,000					$ 10,628,000
Debt covenants
Revolving Credit and Term Leverage Ratio														3.6	3.4
Revolving Credit and Term Leverage Ratio, Maximum Allowable														5.5	5.5
Bond Leverage Ratio, per Indentures														4.4	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 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Amortizable intangible assets
Gross carrying amount	$ 734,185		$ 734,185
Accumulated amortization	(241,311)		(241,311)
Net carrying amount	492,874		492,874
Amortization expense associated with amortizable intangible assets (including deferred financing costs)	12,128	8,752	31,335	25,482
Customer Relationships and Acquisition Costs.
Amortizable intangible assets
Gross carrying amount	661,039		661,039
Accumulated amortization	(217,621)		(217,621)
Net carrying amount	443,418		443,418
Core Technology.
Amortizable intangible assets
Gross carrying amount	3,682		3,682
Accumulated amortization	(2,832)		(2,832)
Net carrying amount	850		850
Trademarks and Non-Compete Agreements
Amortizable intangible assets
Gross carrying amount	5,926		5,926
Accumulated amortization	(2,744)		(2,744)
Net carrying amount	3,182		3,182
Deferred Financing Costs
Amortizable intangible assets
Gross carrying amount	63,538		63,538
Accumulated amortization	(18,114)		(18,114)
Net carrying amount	$ 45,424		$ 45,424

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2012

Acquisitions

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

Cash Paid (gross of cash acquired)	$	112,599
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,864
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		15,067
Property, Plant and Equipment(1)		7,275
Customer Relationship Assets(2)		50,380
Other Assets		5,533
Liabilities Assumed and Deferred Income Taxes(3)		(24,122	)
Total Fair Value of Identifiable Net Assets Acquired		54,133
Recorded Goodwill	$	63,731

(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 14 years.

(3)

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

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Segment Reporting Information
Total Revenues	$ 748,125	$ 768,306	$ 2,246,788	$ 2,272,866
Depreciation and Amortization	80,944	76,904	236,462	235,935
Depreciation	70,493	69,815	210,248	214,973
Amortization	10,451	7,089	26,214	20,962
Adjusted OIBDA	244,120	253,723	705,609	712,798
Total Assets	6,327,575	6,398,103	6,327,575	6,398,103	6,041,258
Expenditures for Segment Assets	62,265	54,707	285,060	240,140
Capital Expenditures	58,101	48,915	165,462	148,099
Cash Paid for Acquisitions, Net of Cash Acquired	(1,069)		106,221	75,172
Additions to Customer Relationship and Acquisition Costs	5,233	5,792	13,377	16,869
North American Business
Segment Reporting Information
Total Revenues	546,355	567,541	1,650,544	1,680,352
Depreciation and Amortization	46,065	44,643	135,852	135,688
Depreciation	42,898	41,508	126,429	126,538
Amortization	3,167	3,135	9,423	9,150
Adjusted OIBDA	234,307	253,486	696,922	723,584
Total Assets	4,196,539	4,540,171	4,196,539	4,540,171
Expenditures for Segment Assets	32,577	31,671	101,845	100,534
Capital Expenditures	27,783	27,370	81,479	81,817
Cash Paid for Acquisitions, Net of Cash Acquired	175		9,218	5,436
Additions to Customer Relationship and Acquisition Costs	4,619	4,301	11,148	13,281
International Business
Segment Reporting Information
Total Revenues	201,770	200,765	596,244	592,514
Depreciation and Amortization	27,296	24,047	77,066	74,533
Depreciation	20,045	20,129	60,376	62,833
Amortization	7,251	3,918	16,690	11,700
Adjusted OIBDA	47,220	44,686	133,105	123,013
Total Assets	1,802,862	1,657,934	1,802,862	1,657,934
Expenditures for Segment Assets	24,227	21,839	166,702	129,361
Capital Expenditures	24,857	20,348	67,470	56,037
Cash Paid for Acquisitions, Net of Cash Acquired	(1,244)		97,003	69,736
Additions to Customer Relationship and Acquisition Costs	614	1,491	2,229	3,588
Corporate
Segment Reporting Information
Depreciation and Amortization	7,583	8,214	23,544	25,714
Depreciation	7,550	8,178	23,443	25,602
Amortization	33	36	101	112
Adjusted OIBDA	(37,407)	(44,449)	(124,418)	(133,799)
Total Assets	328,174	199,998	328,174	199,998
Expenditures for Segment Assets	5,461	1,197	16,513	10,245
Capital Expenditures	$ 5,461	$ 1,197	$ 16,513	$ 10,245

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Derivative Instruments and Hedging Activities (Details 3) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended					3 Months Ended		9 Months Ended
	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2012 The 6 3/4% Notes USD ($)	Sep. 30, 2011 The 6 3/4% Notes USD ($)	Sep. 30, 2012 The 6 3/4% Notes USD ($)	Sep. 30, 2011 The 6 3/4% Notes USD ($)	Sep. 30, 2012 The 6 3/4% Notes EUR (€)	Dec. 31, 2011 The 6 3/4% Notes	Sep. 30, 2011 The 6 3/4% Notes EUR (€)	Sep. 30, 2012 Foreign exchange contracts Other (income) expense, net USD ($)	Sep. 30, 2011 Foreign exchange contracts Other (income) expense, net USD ($)	Sep. 30, 2012 Foreign exchange contracts Other (income) expense, net USD ($)	Sep. 30, 2011 Foreign exchange contracts Other (income) expense, net USD ($)
Gains and losses on derivative instruments
Total (gain) loss recognized in income on derivatives	$ 7,649	$ (5,971)	$ 11,927	$ 299								$ 7,649	$ (5,971)	$ 11,927	$ 299
Net investment hedge
Stated Interest Rate (as a percent)					6.75%		6.75%			6.75%
Average Designated hedges of net investment (in Euros)									101,556		79,889
Foreign exchange gains (losses)					(2,303)	11,271	(938)	3,063
Foreign exchange gains (losses), net of tax					(1,401)	7,057	(535)	1,928
Cumulative net investment hedge gains (losses) recorded in accumulated other comprehensive items, net					$ 12,855		$ 12,855

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Summary of Significant Accounting Policies (Details 7) (Fair value measured on recurring basis, USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Total Carrying Value
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	$ 192,214	$ 35,110
Time deposits	160,101	146,713
Trading securities	10,419	9,124
Derivative assets	4	2,803
Derivative liabilities	5,779	435
Quoted prices in active markets (Level 1)
Assets and liabilities carried at fair value measured on a recurring basis
Trading securities	10,063	8,497
Significant other observable inputs (Level 2)
Assets and liabilities carried at fair value measured on a recurring basis
Money market funds	192,214	35,110
Time deposits	160,101	146,713
Trading securities	356	627
Derivative assets	4	2,803
Derivative liabilities	$ 5,779	$ 435

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended			72 Months Ended	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Litigation	Sep. 30, 2012 Government Contract Billing Matter	Sep. 30, 2012 State of Massachusetts Notices of Assessment
Commitments and Contingencies
Loss contingencies, reasonably possible loss exposure in excess of the amount currently accrued					$ 38,000
Total revenue billed and recorded since renewal of contract in October 2006	748,125	768,306	2,246,788	2,272,866		51,000
Notices of assessment from the state of Massachusetts related to a corporate excise audit of the 2004 through 2006 tax years							$ 8,191

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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents	$ 334,583	$ 179,845	$ 480,879	$ 258,693
Restricted cash	36,612	35,110
Accounts Receivable	576,500	543,467
Other Current Assets	118,289	148,772
Assets of Discontinued Operations		7,256
Total Current Assets	1,065,984	914,450
Property, Plant and Equipment, Net	2,410,124	2,407,083
Other Assets, net:
Goodwill	2,336,099	2,254,268
Other	515,368	465,457
Total Other Assets, net	2,851,467	2,719,725
Total Assets	6,327,575	6,041,258	6,398,103
LIABILITIES AND EQUITY
Current Portion of Long-term Debt	71,380	73,320
Liabilities of Discontinued Operations		3,317
Total Other Current Liabilities	701,235	772,393
Long-term Debt, Net of Current Portion	3,668,047	3,280,268
Other Long-term Liabilities	587,788	657,704
Commitments and Contingencies (see Note 8)
Total Iron Mountain Incorporated Stockholders' Equity	1,287,209	1,245,688
Noncontrolling Interests	11,916	8,568
Total Equity	1,299,125	1,254,256	1,703,304	1,952,865
Total Liabilities and Equity	6,327,575	6,041,258
Parent
Current Assets:
Cash and cash equivalents	40,000	3,428	378,062	13,909
Restricted cash	36,612	35,110
Intercompany Receivable	1,094,814	905,451
Other Current Assets	52	2,016
Total Current Assets	1,171,478	946,005
Property, Plant and Equipment, Net	1,353	1,490
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,124,875	928,182
Investment in Subsidiaries	1,927,238	1,828,712
Other	40,373	27,226
Total Other Assets, net	3,092,486	2,784,120
Total Assets	4,265,317	3,731,615
LIABILITIES AND EQUITY
Current Portion of Long-term Debt		658
Total Other Current Liabilities	106,644	100,921
Long-term Debt, Net of Current Portion	2,867,014	2,378,040
Long-term Notes Payable to Affiliates and Intercompany Payable	1,000	1,000
Other Long-term Liabilities	3,450	5,308
Total Iron Mountain Incorporated Stockholders' Equity	1,287,209	1,245,688
Total Equity	1,287,209	1,245,688
Total Liabilities and Equity	4,265,317	3,731,615
Guarantors
Current Assets:
Cash and cash equivalents	106,994	10,750	12,760	121,584
Accounts Receivable	353,928	334,658
Other Current Assets	71,462	103,899
Total Current Assets	532,384	449,307
Property, Plant and Equipment, Net	1,451,563	1,480,785
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,000	1,000
Investment in Subsidiaries	1,663,062	1,563,690
Goodwill	1,534,476	1,529,359
Other	243,079	240,557
Total Other Assets, net	3,441,617	3,334,606
Total Assets	5,425,564	5,264,698
LIABILITIES AND EQUITY
Intercompany Payable	985,439	856,808
Current Portion of Long-term Debt	52,354	46,967
Total Other Current Liabilities	405,428	453,648
Long-term Debt, Net of Current Portion	518,575	630,118
Long-term Notes Payable to Affiliates and Intercompany Payable	1,124,424	946,153
Other Long-term Liabilities	437,865	528,897
Total Iron Mountain Incorporated Stockholders' Equity	1,901,479	1,802,107
Total Equity	1,901,479	1,802,107
Total Liabilities and Equity	5,425,564	5,264,698
Canada Company
Current Assets:
Cash and cash equivalents	85,456	68,907	5,095	37,652
Accounts Receivable	46,605	40,115
Intercompany Receivable	6,687	4,639
Other Current Assets	5,082	3,323
Total Current Assets	143,830	116,984
Property, Plant and Equipment, Net	206,764	200,755
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	4,557	2,961
Goodwill	204,627	196,989
Other	10,673	9,804
Total Other Assets, net	219,857	209,754
Total Assets	570,451	527,493
LIABILITIES AND EQUITY
Current Portion of Long-term Debt	2,761	2,658
Total Other Current Liabilities	25,690	31,407
Long-term Debt, Net of Current Portion	193,947	185,953
Other Long-term Liabilities	35,422	31,418
Total Iron Mountain Incorporated Stockholders' Equity	312,631	276,057
Total Equity	312,631	276,057
Total Liabilities and Equity	570,451	527,493
Non-Guarantors
Current Assets:
Cash and cash equivalents	102,133	96,760	84,962	85,548
Accounts Receivable	175,967	168,694
Other Current Assets	41,693	40,538
Assets of Discontinued Operations		7,256
Total Current Assets	319,793	313,248
Property, Plant and Equipment, Net	750,444	724,053
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		15,010
Goodwill	596,996	527,920
Other	221,357	187,870
Total Other Assets, net	818,353	730,800
Total Assets	1,888,590	1,768,101
LIABILITIES AND EQUITY
Intercompany Payable	116,062	53,282
Current Portion of Long-term Debt	16,265	23,037
Liabilities of Discontinued Operations		3,317
Total Other Current Liabilities	163,473	187,421
Long-term Debt, Net of Current Portion	88,511	86,157
Long-term Notes Payable to Affiliates and Intercompany Payable	5,008
Other Long-term Liabilities	111,165	92,081
Total Iron Mountain Incorporated Stockholders' Equity	1,376,190	1,314,238
Noncontrolling Interests	11,916	8,568
Total Equity	1,388,106	1,322,806
Total Liabilities and Equity	1,888,590	1,768,101
Eliminations
Current Assets:
Intercompany Receivable	(1,101,501)	(910,090)
Other Current Assets		(1,004)
Total Current Assets	(1,101,501)	(911,094)
Other Assets, net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	(1,130,432)	(947,153)
Investment in Subsidiaries	(3,590,300)	(3,392,402)
Other	(114)
Total Other Assets, net	(4,720,846)	(4,339,555)
Total Assets	(5,822,347)	(5,250,649)
LIABILITIES AND EQUITY
Intercompany Payable	(1,101,501)	(910,090)
Total Other Current Liabilities		(1,004)
Long-term Notes Payable to Affiliates and Intercompany Payable	(1,130,432)	(947,153)
Other Long-term Liabilities	(114)
Total Iron Mountain Incorporated Stockholders' Equity	(3,590,300)	(3,392,402)
Total Equity	(3,590,300)	(3,392,402)
Total Liabilities and Equity	$ (5,822,347)	$ (5,250,649)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$ 148,648	$ 365,591
Loss (Income) from discontinued operations	5,700	33,699
(Gain) Loss on sale of discontinued operations	1,885	(200,260)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	210,248	214,973
Amortization (includes deferred financing costs and bond discount of $4,520 and $5,121, for the nine months ended September 30, 2011 and 2012, respectively)	31,335	25,482
Intangible impairments		42,500
Stock-based compensation expense	20,799	12,442
Provision (Benefit) for deferred income taxes	(43,254)	14,095
Loss on early extinguishment of debt, net	10,628	993
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(1,515)	(2,345)
Foreign currency transactions and other, net	9,163	11,294
Changes in Assets and Liabilities (exclusive of acquisitions):
Accounts receivable	(22,379)	(18,336)
Prepaid expenses and other	(18,473)	(3,784)
Accounts payable	(12,618)	1,710
Accrued expenses and deferred revenue	(29,321)	(42,269)
Other assets and long-term liabilities	807	(4,635)
Cash Flows from Operating Activities-Continuing Operations	311,653	451,150
Cash Flows from Operating Activities-Discontinued Operations	(10,916)	(40,192)
Cash Flows from Operating Activities	300,737	410,958
Cash Flows from Investing Activities:
Capital expenditures	(165,462)	(148,099)
Cash paid for acquisitions, net of cash acquired	(106,221)	(75,172)
Investment in restricted cash	(1,502)	(4)
Additions to customer relationship and acquisition costs	(13,377)	(16,869)
Investment in joint ventures	(2,330)	(335)
Proceeds from sales of property and equipment and other, net	1,731	4,144
Cash Flows from Investing Activities-Continuing Operations	(287,161)	(236,335)
Cash Flows from Investing Activities-Discontinued Operations	(6,136)	371,103
Cash Flows from Investing Activities	(293,297)	134,768
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(2,803,476)	(1,940,741)
Proceeds from revolving credit and term loan facilities and other debt	2,637,534	2,057,835
Early retirement of senior subordinated notes	(525,834)	(231,255)
Net proceeds from sales of senior subordinated notes	985,000	394,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	416	531
Stock repurchases	(38,052)	(548,455)
Parent cash dividends	(132,307)	(125,739)
Proceeds from exercise of stock options and employee stock purchase plan	22,328	81,887
Excess tax benefits from stock-based compensation	309	578
Payment of debt financing costs	(2,179)	(8,860)
Cash Flows from Financing Activities-Continuing Operations	143,739	(320,219)
Cash Flows from Financing Activities-Discontinued Operations	(39)	(415)
Cash Flows from Financing Activities	143,700	(320,634)
Effect of Exchange Rates on Cash and Cash Equivalents	3,598	(2,906)
Increase (Decrease) in Cash and Cash Equivalents	154,738	222,186
Cash and Cash Equivalents, Beginning of Period	179,845	258,693
Cash and Cash Equivalents, End of Period	334,583	480,879
Supplemental Information:
Cash Paid for Interest	175,478	162,426
Cash Paid for Income Taxes	151,906	124,680
Non-Cash Investing and Financing Activities:
Capital Leases	31,715	25,062
Accrued Capital Expenditures	18,081	20,141
Dividends Payable	46,515	46,877
Unsettled Purchases of Parent Common Stock		$ 10,852

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified		3 Months Ended			1 Months Ended
	Sep. 30, 2012	Jun. 30, 2012 Switzerland acquisition	Sep. 30, 2012 Switzerland acquisition	May 31, 2012 Switzerland acquisition	Apr. 30, 2012 Grupo Store installment
Business Acquisition
Purchase price	$ 117,864				$ 79,000
Purchase price, net of cash acquired					75,000
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					2 years
Cash Paid for Business acquired	112,599			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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Stockholders' Equity Matters (Tables)

9 Months Ended

Sep. 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
September 6, 2012		0.2700	September 25, 2012		46,473	October 15, 2012

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Segment Information (Tables)

9 Months Ended

Sep. 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 September 30, 2011
Total Revenues	$	567,541	$	200,765		$	—		$	768,306
Depreciation and Amortization		44,643		24,047			8,214			76,904
Depreciation		41,508		20,129			8,178			69,815
Amortization		3,135		3,918			36			7,089
Adjusted OIBDA		253,486		44,686			(44,449	)		253,723
Expenditures for Segment Assets		31,671		21,839			1,197			54,707
Capital Expenditures		27,370		20,348			1,197			48,915
Cash Paid for Acquisitions, Net of Cash acquired		—		—			—			—
Additions to Customer Relationship and Acquisition Costs		4,301		1,491			—			5,792
Three Months Ended September 30, 2012
Total Revenues		546,355		201,770			—			748,125
Depreciation and Amortization		46,065		27,296			7,583			80,944
Depreciation		42,898		20,045			7,550			70,493
Amortization		3,167		7,251			33			10,451
Adjusted OIBDA		234,307		47,220			(37,407	)		244,120
Expenditures for Segment Assets		32,577		24,227			5,461			62,265
Capital Expenditures		27,783		24,857			5,461			58,101
Cash Paid for Acquisitions, Net of Cash acquired		175		(1,244	)		—			(1,069	)
Additions to Customer Relationship and Acquisition Costs		4,619		614			—			5,233
Nine Months Ended September 30, 2011
Total Revenues		1,680,352		592,514			—			2,272,866
Depreciation and Amortization		135,688		74,533			25,714			235,935
Depreciation		126,538		62,833			25,602			214,973
Amortization		9,150		11,700			112			20,962
Adjusted OIBDA		723,584		123,013			(133,799	)		712,798
Total Assets(1)		4,540,171		1,657,934			199,998			6,398,103
Expenditures for Segment Assets		100,534		129,361			10,245			240,140
Capital Expenditures		81,817		56,037			10,245			148,099
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736			—			75,172
Additions to Customer Relationship and Acquisition Costs		13,281		3,588			—			16,869
Nine Months Ended September 30, 2012
Total Revenues		1,650,544		596,244			—			2,246,788
Depreciation and Amortization		135,852		77,066			23,544			236,462
Depreciation		126,429		60,376			23,443			210,248
Amortization		9,423		16,690			101			26,214
Adjusted OIBDA		696,922		133,105			(124,418	)		705,609
Total Assets(1)		4,196,539		1,802,862			328,174			6,327,575
Expenditures for Segment Assets		101,845		166,702			16,513			285,060
Capital Expenditures		81,479		67,470			16,513			165,462
Cash Paid for Acquisitions, Net of Cash acquired		9,218		97,003			—			106,221
Additions to Customer Relationship and Acquisition Costs		11,148		2,229			—			13,377

(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 September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	253,723		$	244,120		$	712,798		$	705,609
Less: Depreciation and Amortization		76,904			80,944			235,935			236,462
Intangible Impairments		42,500			—			42,500			—
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(1,661	)		(1,627	)		(2,345	)		(1,515	)
REIT Costs(1)		781			10,837			14,972			16,196
Interest Expense, Net		50,047			61,381			147,269			178,381
Other Expense (Income), Net		16,631			7,746			10,294			14,508
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	68,521		$	84,839		$	264,173		$	261,577

(1)

Includes costs associated with our 2011 proxy contest, the work of the Strategic Review Special Committee of the Board of Directors and the proposed REIT conversion.

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Acquisitions (Details 2) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Consideration paid for acquisitions
Cash Paid (gross of cash acquired)	$ 112,599
Fair Value of Previously Held Equity Interests	4,265
Fair value of Noncontrolling Interest	1,000
Total Consideration	117,864
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expenses Deferred Income Taxes and Other	15,067
Property, Plant and Equipment	7,275
Customer Relationship Assets	50,380
Other Assets	5,533
Liabilities Assumed and Deferred Income Taxes	(24,122)
Total Fair Value of Identifiable Net Assets Acquired	54,133
Recorded Goodwill	$ 63,731

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2012

Worldwide Digital Business

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011(1)			2012
Total Revenues	$	—		$	—		$	79,199		$	—
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(1,554	)	$	(537	)	$	(21,952	)	$	(159	)
Benefit for Income Taxes		(932	)		(1,094	)		(8,462	)		(803	)
(Loss) Income from Discontinued Operations, Net of Tax	$	(622	)	$	557		$	(13,490	)	$	644
Gain on Sale of Discontinued Operations	$	177		$	—		$	245,831		$	—
(Benefit) Provision for Income Taxes		(6,734	)		—			45,571			—
Gain on Sale of Discontinued Operations, Net of Tax	$	6,911		$	—		$	200,260		$	—
Total Income from Discontinued Operations and Sale, Net of Tax	$	6,289		$	557		$	186,770		$	644

(1)

The nine months ended September 30, 2011 includes the Digital Business results of operations through June 2, 2011, the date the Digital Sale was consummated.

New Zealand Business

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	2,346		$	—		$	6,489		$	—
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	1		$	(88	)	$	(4,947	)	$	(88	)
Provision (Benefit) for Income Taxes		1,836			—			(7,606	)		—
(Loss) Income from Discontinued Operations, Net of Tax	$	(1,835	)	$	(88	)	$	2,659		$	(88	)

Italian Business

Discontinued operation disclosures

Summarized results of operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	3,776		$	—		$	12,397		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(18,792	)	$	(437	)	$	(24,895	)	$	(6,823	)
Benefit for Income Taxes		(1,869	)		—			(2,027	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(6,256	)
Loss on Sale of Discontinued Operations	$	—		$	—		$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	—		$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(8,141	)

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 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	$ 1,131	$ (15,624)	$ (8,055)	$ (14,381)
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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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CONSOLIDATED STATEMENTS OF EQUITY
Tax benefit on issuance of shares under employee stock purchase plan and option plans and stock-based compensation	$ 309	$ 578

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Summary of Significant Accounting Policies (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended		9 Months Ended			9 Months Ended		9 Months Ended	3 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012 North American Business	Dec. 31, 2011 North American Business	Oct. 01, 2011 North American Business Minimum	Sep. 30, 2012 International Business	Dec. 31, 2011 International Business	Sep. 30, 2012 Europe item	Sep. 30, 2011 Western Europe	Dec. 31, 2011 Western Europe	Sep. 30, 2012 Western Europe	Sep. 30, 2012 Central Europe	Dec. 31, 2011 Central Europe	Aug. 31, 2011 Central Europe	Sep. 30, 2012 Latin America	Dec. 31, 2011 Latin America	Oct. 01, 2011 Latin America Minimum	Sep. 30, 2012 Australia	Dec. 31, 2011 Australia	Oct. 01, 2011 Australia Minimum	Sep. 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									$ 42,500	$ 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	5,118		5,118
Non-deductible goodwill acquired during the year	58,613					58,613
Currency effects	18,848		8,839			10,009
Balance, end of period	2,656,864		2,024,198			632,666
Accumulated amortization
Balance, beginning of period	320,017		261,362			58,655
Currency effects	748		437			311
Balance, end of period	320,765		261,799			58,966
Net balance	2,336,099	2,254,268	1,762,399	1,748,879		573,700	505,389			46,439	45,787	82,330	63,781		67,386	27,322		62,725	61,697		315,472	306,150
Accumulated Goodwill Impairment Balance	$ 132,409	$ 132,409	$ 85,909	$ 85,909		$ 46,500	$ 46,500

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Derivative Instruments and Hedging Activities (Details) In Thousands, unless otherwise specified		3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012 Foreign exchange contracts USD ($)	Sep. 30, 2011 Foreign exchange contracts USD ($)	Sep. 30, 2012 Foreign exchange contracts USD ($)	Sep. 30, 2011 Foreign exchange contracts USD ($)	Sep. 30, 2012 Iron Mountain Europe Limited ("IME") U.S. dollars: British pounds sterling USD ($)	Sep. 30, 2012 Iron Mountain Europe Limited ("IME") U.S. dollars: British pounds sterling GBP (£)	Sep. 30, 2012 Iron Mountain Europe Limited ("IME") U.S. dollars: Australian dollars USD ($)	Sep. 30, 2012 Iron Mountain Europe Limited ("IME") 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						$ 197,913		$ 75,900
Notional amount of outstanding forward contracts, sales							125,000		75,000
Net cash disbursements (receipts) from foreign currency forward contracts		$ (4)	$ (68)	$ 3,783	$ 9,116

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Stockholders' Equity Matters (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended														3 Months Ended		9 Months Ended
	Oct. 31, 2012	Sep. 30, 2012	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	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 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		$ 0.2700		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.1875	$ 0.2700	$ 0.2500	$ 0.7900	$ 0.6875
Dividends declared		46,473		46,336		42,791		43,180		46,877		50,694		37,601			135,642	135,102
Dividends paid ( in dollars per share)	$ 0.2700		$ 0.2700		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.2500		$ 0.1875
Dividends paid	$ 46,473		$ 46,336		$ 42,791		$ 43,180		$ 46,877		$ 50,694		$ 37,601				$ 132,307	$ 125,739

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 334,583	$ 179,845
Restricted cash	36,612	35,110
Accounts receivable (less allowances of $23,277 and $25,267 as of December 31, 2011 and September 30, 2012, respectively)	576,500	543,467
Deferred income taxes	4,393	43,235
Prepaid expenses and other	113,896	105,537
Assets of discontinued operations		7,256
Total Current Assets	1,065,984	914,450
Property, Plant and Equipment:
Property, plant and equipment	4,358,067	4,232,594
Less-Accumulated depreciation	(1,947,943)	(1,825,511)
Property, Plant and Equipment, net	2,410,124	2,407,083
Other Assets, net:
Goodwill	2,336,099	2,254,268
Customer relationships and acquisition costs	443,418	410,149
Deferred financing costs	45,424	35,798
Other	26,526	19,510
Total Other Assets, net	2,851,467	2,719,725
Total Assets	6,327,575	6,041,258
Current Liabilities:
Current portion of long-term debt	71,380	73,320
Accounts payable	124,762	156,381
Accrued expenses	379,710	418,831
Deferred revenue	196,763	197,181
Liabilities of discontinued operations		3,317
Total Current Liabilities	772,615	849,030
Long-term Debt, net of current portion	3,668,047	3,280,268
Other Long-term Liabilities	55,043	53,169
Deferred Rent	97,891	97,177
Deferred Income Taxes	434,854	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 172,133,147 shares as of December 31, 2011 and September 30, 2012, respectively)	1,721	1,721
Additional paid-in capital	354,079	343,603
Retained earnings	913,139	902,567
Accumulated other comprehensive items, net	18,270	(2,203)
Total Iron Mountain Incorporated Stockholders' Equity	1,287,209	1,245,688
Noncontrolling Interests	11,916	8,568
Total Equity	1,299,125	1,254,256
Total Liabilities and Equity	$ 6,327,575	$ 6,041,258

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Acquisitions (Details 3) (Customer relationship assets)	9 Months Ended
	Sep. 30, 2012
Customer relationship assets
Acquired Finite-Lived Intangible Assets
Weighted average life of customer relationship assets associated with acquisitions	14 years

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net Income (Loss)	$ 53,751	$ 37,925	$ 148,648	$ 365,591
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	20,095	(66,288)	21,197	(24,814)
Total Other Comprehensive (Loss) Income	20,095	(66,288)	21,197	(24,814)
Comprehensive (Loss) Income	73,846	(28,363)	169,845	340,777
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	1,482	(452)	3,158	1,225
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$ 72,364	$ (27,911)	$ 166,687	$ 339,552

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Summary of Significant Accounting Policies (Details 5) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Share-Based Compensation, aggregate disclosures
Employee stock-based awards, unrecognized compensation costs on nonvested awards	$ 45,174		$ 45,174
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition			2 years 4 months 24 days
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
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%	2.46%
Expected dividend yield (as a percent)			3.00%	3.00%
Expected life of the option			6 years 3 months 18 days	6 years 3 months 18 days
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)			(899,781)
Options forfeited (in shares)			(196,688)
Options expired (in shares)			(34,538)
Options outstanding balance, end of period (in shares)	6,008,923		6,008,923
Options exercisable balance (in shares)	3,891,146		3,891,146
Options expected to vest (in shares)	1,973,781		1,973,781
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
Weighted average exercise price, options exercised (in dollars per share)			$ 23.62
Weighted average exercise price, options forfeited (in dollars per share)			$ 25.69
Weighted average exercise price, options expired (in dollars per share)			$ 32.57
Weighted average exercise price, options outstanding balance end of period (in dollars per share)	$ 26.02		$ 26.02
Weighted average exercise price, options exercisable (in dollars per share)	$ 25.93		$ 25.93
Weighted average exercise price, options expected to vest (in dollars per share)	$ 26.20		$ 26.20
Weighted average remaining contractual term
Weighted average remaining contractual term, options outstanding			6 years 7 days
Weighted average remaining contractual term, options exercisable			5 years 2 months 26 days
Weighted average remaining contractual term, options expected to vest			7 years 5 months 16 days
Aggregate intrinsic value
Aggregate intrinsic value, options outstanding	49,391		49,391
Aggregate intrinsic value, options exercisable	32,472		32,472
Aggregate intrinsic value, options expected to vest	15,749		15,749
Aggregate intrinsic value of stock options exercised
Aggregate intrinsic value of stock options exercised	4,440	7,869	7,812	36,778
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			10 years
Certain options beginning in 2011
Employee stock-based awards
Award vesting period			3 years
Contractual term of awards			10 years
Certain options as a percentage of total outstanding options	12.80%		12.80%
A portion of stock options effective 2007
Employee stock-based awards
Award vesting period			10 years
Contractual term of awards			12 years
Certain options as a percentage of total outstanding options	8.20%		8.20%
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	8		42
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)			812,104
Vested (in shares)			(217,282)
Forfeited (in shares)			(32,101)
Non-vested at the end of the period (in shares)	1,173,672		1,173,672
Weighted average grant date fair value
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share)			$ 27.45
Weighted average grant date fair value, granted (in dollars per share)			$ 28.14
Weighted average grant date fair value, vested (in dollars per share)			$ 27.44
Weighted average grant date fair value, forfeited (in dollars per share)			$ 27.25
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 27.93		$ 27.93
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 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)			$ 26.94
Weighted average grant date fair value, granted (in dollars per share)			$ 26.11
Weighted average grant date fair value, vested (in dollars per share)			$ 26.98
Weighted average grant date fair value, forfeited (in dollars per share)			$ 25.98
Weighted average grant date fair value, non-vested, end of period (in dollars per share)	$ 26.02		$ 26.02
Total fair value of shares or units vested			3,505
Performance units disclosure
Performance period			1 year
Period of anniversary from the date of grant			1 year
Qualifying age for grant of performance units			55 years	55 years
Qualifying service period	10 years	10 years	10 years	10 years
Percentage of achievement of the predefined revenue and ROIC targets	106.20%		106.20%
Performance units | Minimum
Employee stock-based awards
Award vesting period			1 year
Performance units disclosure
Percentage payout rate	0.00%	0.00%	0.00%	0.00%
Performance units | Maximum
Employee stock-based awards
Award vesting period			3 years
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		225	5,962	687
Restricted Stock Plan
Weighted average grant date fair value
Total fair value of shares or units vested	$ 0	$ 0	$ 1	$ 13

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 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 September 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 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 (of which $42,500 was recorded and included in the third quarter of 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 September 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 September 30, 2012, the carrying value of goodwill, net amounted to $1,762,399, $315,472, $45,787, $82,330, $67,386 and $62,725 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 nine months ended September 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		—		5,118
Non-deductible goodwill acquired during the year		—		58,613		58,613
Currency effects		8,839		10,009		18,848
Gross Balance as of September 30, 2012	$	2,024,198	$	632,666	$	2,656,864
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655	$	320,017
Currency effects		437		311		748
Accumulated Amortization Balance as of September 30, 2012	$	261,799	$	58,966	$	320,765
Net Balance as of December 31, 2011	$	1,748,879	$	505,389	$	2,254,268
Net Balance as of September 30, 2012	$	1,762,399	$	573,700	$	2,336,099
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500	$	132,409
Accumulated Goodwill Impairment Balance as of September 30, 2012	$	85,909	$	46,500	$	132,409

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

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	661,039	$	(217,621	)	$	443,418
Core Technology(1)		3,682		(2,832	)		850
Trademarks and Non-Compete Agreements(1)		5,926		(2,744	)		3,182
Deferred Financing Costs		63,538		(18,114	)		45,424
Total	$	734,185	$	(241,311	)	$	492,874

(1)

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

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $8,752 and $25,482 for the three and nine months ended September 30, 2011, respectively. Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,128 and $31,335 for the three and nine months ended September 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 nine months ended September 30, 2011 was $4,403, ($2,479 after tax or $0.01 per basic and diluted share) and $12,702, including $260 in discontinued operations, ($5,213 after tax or $0.03 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2012 was $4,682 ($3,836 after tax or $0.02 per basic and diluted share) and $20,799 ($15,744 after tax or $0.09 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 September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	240	$	329	$	560	$	846
Selling, general and administrative expenses		4,163		4,353		11,882		19,953
Total stock-based compensation	$	4,403	$	4,682	$	12,442	$	20,799

        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 $578 and $309 for the nine months ended September 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 September 30, 2012, ten-year vesting options represent 8.2% 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 September 30, 2012, three-year vesting options represent 12.8% 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 nine months ended September 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:

	Nine Months Ended September 30,
Weighted Average Assumptions	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.46	%		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 nine months ended September 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		(899,781	)		23.62
Forfeited		(196,688	)		25.69
Expired		(34,538	)		32.57
Outstanding at September 30, 2012		6,008,923		$	26.02		6.02	$	49,391
Options exercisable at September 30, 2012		3,891,146		$	25.93		5.24	$	32,472
Options expected to vest		1,973,781		$	26.20		7.46	$	15,749

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	7,869	$	4,440	$	36,778	$	7,812

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. As a result of an amendment to our RSUs approved by our Compensation Committee of our Board of Directors in October 2012, all RSUs now 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 $8 and $42 of cash dividends on RSUs during the three and nine months ended September 30, 2012, respectively. 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 nine months ended September 30, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	27.45
Granted		812,104			28.14
Vested		(217,282	)		27.44
Forfeited		(32,101	)		27.25
Non-vested at September 30, 2012		1,173,672		$	27.93

        The total fair value of restricted stock vested during the three and nine months ended September 30, 2011 was $0 and $13, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2012 was $0 and $1, respectively. The total fair value of RSUs vested during the three and nine months ended September 30, 2011 was $225 and $687, respectively. The total fair value of RSUs vested during the nine months ended September 30, 2012 was $5,962.

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 for grants of PUs made in 2011 and 2012 were calendar year revenue growth and return on invested capital ("ROIC"). The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned 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. As a result of an amendment to our PUs approved by our Compensation Committee of our Board of Directors in October 2012, all PUs now accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the vesting date of the associated PU and will be forfeited if the PU does not vest.

        During the nine months ended September 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 total fair value of earned PUs that vested during the nine months ended September 30, 2012 was $3,505. As of September 30, 2012, we expected 106.2% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012.

        A summary of PU activity for the nine months ended September 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		$	26.94
Granted		221,781			12,012			233,793			26.11
Vested		(124,914	)		(5,013	)		(129,927	)		26.98
Forfeited		(3,381	)		—			(3,381	)		25.98
Non-vested at September 30, 2012		206,235			6,999			213,234		$	26.02

(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 nine months ended September 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 September 30, 2012 was 311,089.

        As of September 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $45,174 and is expected to be recognized over a weighted-average period of 2.4 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 September 30,					Nine Months Ended September 30,
	2011			2012		2011		2012
Income (Loss) from continuing operations	$	50,394		$	53,719	$	199,030	$	156,233
Total income (loss) from discontinued operations (see Note 10)	$	(12,469	)	$	32	$	166,561	$	(7,585	)
Net income (loss) attributable to Iron Mountain Incorporated	$	37,338		$	52,809	$	363,482	$	146,214
Weighted-average shares—basic		195,610,000			171,776,000		199,164,000		171,464,000
Effect of dilutive potential stock options		993,683			950,922		1,175,735		808,365
Effect of dilutive potential restricted stock, RSUs and PUs		112,969			320,537		87,149		227,899
Weighted-average shares—diluted		196,716,652			173,047,459		200,426,884		172,500,264
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	1.00	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.84	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.19		$	0.31	$	1.83	$	0.85
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	0.99	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.83	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.19		$	0.31	$	1.81	$	0.85
Antidilutive stock options, RSUs and PUs, excluded from the calculation		1,810,859			821,862		4,212,799		1,584,179

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 Document Management Solutions ("DMS"), 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 nine months ended September 30, 2011 were 26.5% and 24.7%, respectively. Our effective tax rates for the three and nine months ended September 30, 2012 were 36.7% and 40.3%, respectively. The primary reconciling item between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2011 was a positive impact provided by the recognition of certain previously unrecognized tax benefits due to expirations of statute of limitation periods and settlements with tax authorities in various jurisdictions of $31,935 and $36,150, respectively. This benefit was partially offset by a goodwill impairment charge included in income from continuing operations as a component of intangible impairments in our consolidated statements of operations, a majority of which was non-deductible for tax purposes. Additionally, to a lesser extent, state income taxes (net of federal tax 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, are reconciling items that impact our effective tax rate. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2012 were state income taxes (net of federal tax 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 nine months ended September 30, 2012, foreign currency gains were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions while foreign currency losses were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments, which lowered our 2012 effective tax rate by 5.6% and 1.2%, 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; (5) our ability to utilize foreign tax credits that we generate; and (6) our proposed conversion to a real estate investment trust ("REIT"). 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 $6,497 and $7,753 for gross interest and penalties for the three and nine months ended September 30, 2011, respectively. We recorded an increase of $922 and $920 for gross interest and penalties for the three and nine months ended September 30, 2012, respectively. We had $2,819 and $3,237 accrued for the payment of interest and penalties as of December 31, 2011 and September 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 September 30, 2012, we had approximately $86,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. We may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries in the future depending upon a number of factors, decisions and events in connection with our proposed REIT conversion, including favorable indications from the U.S. Internal Revenue Service with regard to our REIT private letter ruling requests, finalization of countries to be included in the conversion plan, shareholder approval of certain modifications to our charter and final Board of Director approval of our conversion to a REIT.

        As of September 30, 2012, we have reclassified approximately $36,000 of long-term deferred income tax liabilities to current deferred income taxes (included within accrued expenses within current liabilities) and prepaid and other assets (included within current assets) within our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate rather than personal property in conjunction with our potential REIT conversion.

Property, Plant and Equipment

•  Property, Plant and Equipment

        We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $1,515 for the nine months ended September 30, 2012 and consisted primarily of approximately $2,700 of gains associated with the sale of leased vehicles in North America, partially offset by approximately $700 of asset write-offs in North America and approximately $500 of asset write-offs associated with our Latin America operations. Consolidated gain on disposal/write-down of property, plant and equipment, net was $2,345 for the nine months ended September 30, 2011 and consisted primarily of: (1) a gain of approximately $3,200 associated with the disposal of a facility in North America; (2) a gain of approximately $1,900 associated with the sale of leased vehicles in North America; partially offset by (3) a loss of approximately $2,300 associated with certain third-party software licenses that were discontinued (including approximately $1,850 associated with our International Business segment and approximately $450 associated with our North American Business segment).

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Summary of Significant Accounting Policies (Details 6) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012 fund bank	Sep. 30, 2011	Sep. 30, 2012 fund bank	Sep. 30, 2011	Dec. 31, 2011 fund bank
Income (Loss) Per Share-Basic and Diluted
Income (Loss) from Continuing Operations	$ 53,719	$ 50,394	$ 156,233	$ 199,030
Total income (Loss) from discontinued operations (see Note 10)	32	(12,469)	(7,585)	166,561
Net Income (Loss) Attributable to Iron Mountain Incorporated	52,809	37,338	146,214	363,482
Weighted-average shares-basic	171,776,000	195,610,000	171,464,000	199,164,000
Effect of dilutive potential stock options (in shares)	950,922	993,683	808,365	1,175,735
Effect of dilutive potential restricted stock, RSUs and PUs (in shares)	320,537	112,969	227,899	87,149
Weighted-average shares-diluted	173,047,000	196,717,000	172,500,000	200,427,000
Earnings (Losses) per share-basic:
Income (Loss) from continuing operations (in dollars per share)	$ 0.31	$ 0.26	$ 0.91	$ 1.00
Total income (Loss) from Discontinued Operations (see Note 10) (in dollars per share)		$ (0.06)	$ (0.04)	$ 0.84
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.31	$ 0.19	$ 0.85	$ 1.83
Earnings (Losses) per share-diluted:
Income (Loss) from continuing operations (in dollars per share)	$ 0.31	$ 0.26	$ 0.91	$ 0.99
Total income (Loss) from Discontinued Operations (see Note 10) (in dollars per share)		$ (0.06)	$ (0.04)	$ 0.83
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)	$ 0.31	$ 0.19	$ 0.85	$ 1.81
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares)	821,862	1,810,859	1,584,179	4,212,799
Income Taxes:
Effective tax rates (as a percent)	36.70%	26.50%	40.30%	24.70%
Statutory income tax rate (as a percent)	35.00%	35.00%	35.00%	35.00%
Unrecognized tax benefits recognized due to lapse of statutory limitations and settlements		31,935		36,150
Increase (Decrease) in effective income tax rate as a result of foreign currency gains (losses) (as a percent)	5.60%		1.20%
Gross interest and penalties recorded	922	(6,497)	920	(7,753)
Accrued interest and penalties recorded	3,237		3,237		2,819
Undistributed earning of foreign subsidiaries	86,000		86,000
Reclassification of long-term deferred income tax liabilities	36,000		36,000
Concentrations of Credit Risk
Number of global banks with cash, cash equivalent and restricted cash held on deposit	6		6		5
Number of "Triple A" rated money market funds with cash, cash equivalent and restricted cash held on deposit	8		8		1
Maximum investment limit in any one mutual fund			50,000
Maximum investment limit in any one financial institution			75,000
Cash, cash equivalent and restricted cash	371,195		371,195		214,955
Money market funds and time deposits	$ 352,315		$ 352,315		$ 181,823

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Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2012

Derivative Instruments and Hedging Activities

Fair value of derivative instruments

	Asset Derivatives
	December 31, 2011			September 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	$	4
Total		$	2,803		$	4

	Liability Derivatives
	December 31, 2011			September 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	$	5,779
Total		$	435		$	5,779

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

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2011			2012		2011		2012
Foreign exchange contracts	Other (income) expense, net	$	(5,971	)	$	7,649	$	299	$	11,927
Total		$	(5,971	)	$	7,649	$	299	$	11,927

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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 $309 and $578 for the nine months ended September 30, 2012 and 2011, respectively	94,486	37	94,449
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)		3,753,404
Stock repurchases	(548,455)	(172)	(548,283)
Stock repurchases (in shares)		(17,201,540)
Parent cash dividends declared	(135,102)			(135,102)
Currency translation adjustment	(24,814)				(23,930)	(884)
Net income (loss)	365,591			363,482		2,109
Noncontrolling interests equity contributions	217					217
Noncontrolling interests dividends	(1,484)					(1,484)
Balance at Sep. 30, 2011	1,703,304	1,866	774,821	913,690	5,552	7,375
Balance (in shares) at Sep. 30, 2011		186,615,930
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 $309 and $578 for the nine months ended September 30, 2012 and 2011, respectively	45,164	11	45,153
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares)		1,095,330
Stock repurchases	(34,688)	(11)	(34,677)
Stock repurchases (in shares)		(1,103,149)
Parent cash dividends declared	(135,642)			(135,642)
Currency translation adjustment	21,197				20,473	724
Net income (loss)	148,648			146,214		2,434
Noncontrolling interests equity contributions	336					336
Noncontrolling interests dividends	(1,146)					(1,146)
Parent purchase of noncontrolling interests	1,000					1,000
Balance at Sep. 30, 2012	$ 1,299,125	$ 1,721	$ 354,079	$ 913,139	$ 18,270	$ 11,916
Balance (in shares) at Sep. 30, 2012	172,133,147	172,133,147

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 25,267	$ 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	172,133,147	172,140,966
Common stock, outstanding shares	172,133,147	172,140,966

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Segment Information

9 Months Ended

Sep. 30, 2012

Segment Information

Segment Information

(7) Segment Information

        Our reportable operating segments and Corporate are described as follows:

• •

  North American Business—information storage 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, or DMS; 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 storage management services throughout Europe, Latin America and Asia Pacific, including Hard Copy, Data Protection, Destruction and DMS. Our European operations provide Hard Copy, Data Protection and DMS 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 DMS throughout Argentina, Brazil, Chile, Mexico and Peru. Our Asia Pacific operations provide Hard Copy, Data Protection, Destruction and DMS 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 September 30, 2011
Total Revenues	$	567,541	$	200,765		$	—		$	768,306
Depreciation and Amortization		44,643		24,047			8,214			76,904
Depreciation		41,508		20,129			8,178			69,815
Amortization		3,135		3,918			36			7,089
Adjusted OIBDA		253,486		44,686			(44,449	)		253,723
Expenditures for Segment Assets		31,671		21,839			1,197			54,707
Capital Expenditures		27,370		20,348			1,197			48,915
Cash Paid for Acquisitions, Net of Cash acquired		—		—			—			—
Additions to Customer Relationship and Acquisition Costs		4,301		1,491			—			5,792
Three Months Ended September 30, 2012
Total Revenues		546,355		201,770			—			748,125
Depreciation and Amortization		46,065		27,296			7,583			80,944
Depreciation		42,898		20,045			7,550			70,493
Amortization		3,167		7,251			33			10,451
Adjusted OIBDA		234,307		47,220			(37,407	)		244,120
Expenditures for Segment Assets		32,577		24,227			5,461			62,265
Capital Expenditures		27,783		24,857			5,461			58,101
Cash Paid for Acquisitions, Net of Cash acquired		175		(1,244	)		—			(1,069	)
Additions to Customer Relationship and Acquisition Costs		4,619		614			—			5,233
Nine Months Ended September 30, 2011
Total Revenues		1,680,352		592,514			—			2,272,866
Depreciation and Amortization		135,688		74,533			25,714			235,935
Depreciation		126,538		62,833			25,602			214,973
Amortization		9,150		11,700			112			20,962
Adjusted OIBDA		723,584		123,013			(133,799	)		712,798
Total Assets(1)		4,540,171		1,657,934			199,998			6,398,103
Expenditures for Segment Assets		100,534		129,361			10,245			240,140
Capital Expenditures		81,817		56,037			10,245			148,099
Cash Paid for Acquisitions, Net of Cash acquired		5,436		69,736			—			75,172
Additions to Customer Relationship and Acquisition Costs		13,281		3,588			—			16,869
Nine Months Ended September 30, 2012
Total Revenues		1,650,544		596,244			—			2,246,788
Depreciation and Amortization		135,852		77,066			23,544			236,462
Depreciation		126,429		60,376			23,443			210,248
Amortization		9,423		16,690			101			26,214
Adjusted OIBDA		696,922		133,105			(124,418	)		705,609
Total Assets(1)		4,196,539		1,802,862			328,174			6,327,575
Expenditures for Segment Assets		101,845		166,702			16,513			285,060
Capital Expenditures		81,479		67,470			16,513			165,462
Cash Paid for Acquisitions, Net of Cash acquired		9,218		97,003			—			106,221
Additions to Customer Relationship and Acquisition Costs		11,148		2,229			—			13,377

(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, (gain) loss on disposal/write-down of property, plant and equipment, net and REIT costs 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 September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Adjusted OIBDA	$	253,723		$	244,120		$	712,798		$	705,609
Less: Depreciation and Amortization		76,904			80,944			235,935			236,462
Intangible Impairments		42,500			—			42,500			—
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		(1,661	)		(1,627	)		(2,345	)		(1,515	)
REIT Costs(1)		781			10,837			14,972			16,196
Interest Expense, Net		50,047			61,381			147,269			178,381
Other Expense (Income), Net		16,631			7,746			10,294			14,508
Income from Continuing Operations before Provision (Benefit) for Income Taxes	$	68,521		$	84,839		$	264,173		$	261,577

(1)

Includes costs associated with our 2011 proxy contest, the work of the Strategic Review Special Committee of the Board of Directors and the proposed REIT conversion.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 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	Sep. 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		172,515,017
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

XML

Commitments and Contingencies

9 Months Ended

Sep. 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 $38,000 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 in 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 six years ended September 30, 2012 we billed approximately $51,000 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 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 Assessment

        During the third quarter of 2012, we applied for abatement of assessments from the state of Massachusetts which were received in the second quarter of 2012. The assessments 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 applications for abatement were denied during the third quarter of 2012. On October 19, 2012 we filed petitions with the Massachusetts Appellate Tax Board challenging the assessments. The final outcome of this matter may require payment of additional 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 intend to defend this matter vigorously at the Massachusetts Appellate Tax Board.

e.

Italy Fire

        On November 4, 2011, we experienced a fire at a facility we leased in Aprilia, Italy. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building and its contents were a total loss. We continue to assess the impact of the fire and, although our warehouse legal liability insurer has reserved its rights to contest coverage related to certain types of potential claims, we believe we carry adequate insurance. We have received one customer claim, as well as correspondence from other customers, under various theories of liabilities. We deny any liability with respect to the fire and we have referred these claims to our warehouse legal liability insurer for an appropriate response. We do not expect that this event will have a material impact 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.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended							3 Months Ended		9 Months Ended
	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenues:
Storage rental								$ 434,665	$ 427,321	$ 1,293,442	$ 1,262,172
Service								313,460	340,985	953,346	1,010,694
Total Revenues								748,125	768,306	2,246,788	2,272,866
Operating Expenses:
Cost of sales (excluding depreciation and amortization)								310,344	306,361	938,702	929,893
Selling, general and administrative								204,498	209,003	618,673	645,147
Depreciation and amortization								80,944	76,904	236,462	235,935
Intangible impairments									42,500		42,500
(Gain) Loss on disposal/write-down of property, plant and equipment, net								(1,627)	(1,661)	(1,515)	(2,345)
Total Operating Expenses								594,159	633,107	1,792,322	1,851,130
Operating Income (Loss)								153,966	135,199	454,466	421,736
Interest Expense, Net (includes Interest Income of $614 and $596 for the three months ended and $1,658 and $1,951 for the nine months ended September 30, 2011 and 2012, respectively)								61,381	50,047	178,381	147,269
Other Expense (Income), Net								7,746	16,631	14,508	10,294
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes								84,839	68,521	261,577	264,173
Provision (Benefit) for Income Taxes								31,120	18,127	105,344	65,143
Income (Loss) from Continuing Operations								53,719	50,394	156,233	199,030
Income (Loss) from Discontinued Operations, Net of Tax								32	(19,380)	(5,700)	(33,699)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax									6,911	(1,885)	200,260
Net Income (Loss)								53,751	37,925	148,648	365,591
Less: Net Income (Loss) Attributable to Noncontrolling Interests								942	587	2,434	2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated								$ 52,809	$ 37,338	$ 146,214	$ 363,482
Earnings (Losses) per Share-Basic:
Income (Loss) from Continuing Operations (in dollars per share)								$ 0.31	$ 0.26	$ 0.91	$ 1.00
Total Income (Loss) from Discontinued Operations (in dollars per share)									$ (0.06)	$ (0.04)	$ 0.84
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)								$ 0.31	$ 0.19	$ 0.85	$ 1.83
Earnings (Losses) per Share-Diluted:
Income (Loss) from Continuing Operations (in dollars per share)								$ 0.31	$ 0.26	$ 0.91	$ 0.99
Total Income (Loss) from Discontinued Operations (in dollars per share)									$ (0.06)	$ (0.04)	$ 0.83
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share)								$ 0.31	$ 0.19	$ 0.85	$ 1.81
Weighted Average Common Shares Outstanding-Basic (in shares)								171,776	195,610	171,464	199,164
Weighted Average Common Shares Outstanding-Diluted (in shares)								173,047	196,717	172,500	200,427
Dividends Declared per Common Share (in dollars per share)	$ 0.2700	$ 0.2700	$ 0.2500	$ 0.2500	$ 0.2500	$ 0.2500	$ 0.1875	$ 0.2700	$ 0.2500	$ 0.7900	$ 0.6875

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 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 September 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 $15,624 and $14,381 for the three and nine months ended September 30, 2011, respectively. The total gain or loss on foreign currency transactions amounted to a net gain of $1,131 and a net loss of $8,055 for the three and nine months ended September 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 September 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 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 (of which $42,500 was recorded and included in the third quarter of 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 September 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 September 30, 2012, the carrying value of goodwill, net amounted to $1,762,399, $315,472, $45,787, $82,330, $67,386 and $62,725 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 nine months ended September 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		—		5,118
Non-deductible goodwill acquired during the year		—		58,613		58,613
Currency effects		8,839		10,009		18,848
Gross Balance as of September 30, 2012	$	2,024,198	$	632,666	$	2,656,864
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655	$	320,017
Currency effects		437		311		748
Accumulated Amortization Balance as of September 30, 2012	$	261,799	$	58,966	$	320,765
Net Balance as of December 31, 2011	$	1,748,879	$	505,389	$	2,254,268
Net Balance as of September 30, 2012	$	1,762,399	$	573,700	$	2,336,099
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500	$	132,409
Accumulated Goodwill Impairment Balance as of September 30, 2012	$	85,909	$	46,500	$	132,409

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

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer Relationships and Acquisition Costs	$	661,039	$	(217,621	)	$	443,418
Core Technology(1)		3,682		(2,832	)		850
Trademarks and Non-Compete Agreements(1)		5,926		(2,744	)		3,182
Deferred Financing Costs		63,538		(18,114	)		45,424
Total	$	734,185	$	(241,311	)	$	492,874

(1)

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

        Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $8,752 and $25,482 for the three and nine months ended September 30, 2011, respectively. Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,128 and $31,335 for the three and nine months ended September 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 nine months ended September 30, 2011 was $4,403, ($2,479 after tax or $0.01 per basic and diluted share) and $12,702, including $260 in discontinued operations, ($5,213 after tax or $0.03 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2012 was $4,682 ($3,836 after tax or $0.02 per basic and diluted share) and $20,799 ($15,744 after tax or $0.09 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 September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	240	$	329	$	560	$	846
Selling, general and administrative expenses		4,163		4,353		11,882		19,953
Total stock-based compensation	$	4,403	$	4,682	$	12,442	$	20,799

        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 $578 and $309 for the nine months ended September 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 September 30, 2012, ten-year vesting options represent 8.2% 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 September 30, 2012, three-year vesting options represent 12.8% 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 nine months ended September 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:

	Nine Months Ended September 30,
Weighted Average Assumptions	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.46	%		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 nine months ended September 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		(899,781	)		23.62
Forfeited		(196,688	)		25.69
Expired		(34,538	)		32.57
Outstanding at September 30, 2012		6,008,923		$	26.02		6.02	$	49,391
Options exercisable at September 30, 2012		3,891,146		$	25.93		5.24	$	32,472
Options expected to vest		1,973,781		$	26.20		7.46	$	15,749

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	7,869	$	4,440	$	36,778	$	7,812

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. As a result of an amendment to our RSUs approved by our Compensation Committee of our Board of Directors in October 2012, all RSUs now 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 $8 and $42 of cash dividends on RSUs during the three and nine months ended September 30, 2012, respectively. 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 nine months ended September 30, 2012 is as follows:

	Restricted Stock and RSUs			Weighted- Average Grant-Date Fair Value
Non-vested at December 31, 2011		610,951		$	27.45
Granted		812,104			28.14
Vested		(217,282	)		27.44
Forfeited		(32,101	)		27.25
Non-vested at September 30, 2012		1,173,672		$	27.93

        The total fair value of restricted stock vested during the three and nine months ended September 30, 2011 was $0 and $13, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2012 was $0 and $1, respectively. The total fair value of RSUs vested during the three and nine months ended September 30, 2011 was $225 and $687, respectively. The total fair value of RSUs vested during the nine months ended September 30, 2012 was $5,962.

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 for grants of PUs made in 2011 and 2012 were calendar year revenue growth and return on invested capital ("ROIC"). The range of payout is zero to 150% of the number of granted PUs. The number of PUs earned 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. As a result of an amendment to our PUs approved by our Compensation Committee of our Board of Directors in October 2012, all PUs now accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the vesting date of the associated PU and will be forfeited if the PU does not vest.

        During the nine months ended September 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 total fair value of earned PUs that vested during the nine months ended September 30, 2012 was $3,505. As of September 30, 2012, we expected 106.2% achievement of the predefined revenue and ROIC targets associated with the grants made in 2012.

        A summary of PU activity for the nine months ended September 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		$	26.94
Granted		221,781			12,012			233,793			26.11
Vested		(124,914	)		(5,013	)		(129,927	)		26.98
Forfeited		(3,381	)		—			(3,381	)		25.98
Non-vested at September 30, 2012		206,235			6,999			213,234		$	26.02

(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 nine months ended September 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 September 30, 2012 was 311,089.

        As of September 30, 2012, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $45,174 and is expected to be recognized over a weighted-average period of 2.4 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 September 30,					Nine Months Ended September 30,
	2011			2012		2011		2012
Income (Loss) from continuing operations	$	50,394		$	53,719	$	199,030	$	156,233
Total income (loss) from discontinued operations (see Note 10)	$	(12,469	)	$	32	$	166,561	$	(7,585	)
Net income (loss) attributable to Iron Mountain Incorporated	$	37,338		$	52,809	$	363,482	$	146,214
Weighted-average shares—basic		195,610,000			171,776,000		199,164,000		171,464,000
Effect of dilutive potential stock options		993,683			950,922		1,175,735		808,365
Effect of dilutive potential restricted stock, RSUs and PUs		112,969			320,537		87,149		227,899
Weighted-average shares—diluted		196,716,652			173,047,459		200,426,884		172,500,264
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	1.00	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.84	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.19		$	0.31	$	1.83	$	0.85
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	0.99	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.83	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.19		$	0.31	$	1.81	$	0.85
Antidilutive stock options, RSUs and PUs, excluded from the calculation		1,810,859			821,862		4,212,799		1,584,179

• 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 driver of our financial performance 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 Document Management Solutions ("DMS"), 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 nine months ended September 30, 2011 were 26.5% and 24.7%, respectively. Our effective tax rates for the three and nine months ended September 30, 2012 were 36.7% and 40.3%, respectively. The primary reconciling item between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2011 was a positive impact provided by the recognition of certain previously unrecognized tax benefits due to expirations of statute of limitation periods and settlements with tax authorities in various jurisdictions of $31,935 and $36,150, respectively. This benefit was partially offset by a goodwill impairment charge included in income from continuing operations as a component of intangible impairments in our consolidated statements of operations, a majority of which was non-deductible for tax purposes. Additionally, to a lesser extent, state income taxes (net of federal tax 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, are reconciling items that impact our effective tax rate. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate for the three and nine months ended September 30, 2012 were state income taxes (net of federal tax 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 nine months ended September 30, 2012, foreign currency gains were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions while foreign currency losses were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments, which lowered our 2012 effective tax rate by 5.6% and 1.2%, 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; (5) our ability to utilize foreign tax credits that we generate; and (6) our proposed conversion to a real estate investment trust ("REIT"). 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 $6,497 and $7,753 for gross interest and penalties for the three and nine months ended September 30, 2011, respectively. We recorded an increase of $922 and $920 for gross interest and penalties for the three and nine months ended September 30, 2012, respectively. We had $2,819 and $3,237 accrued for the payment of interest and penalties as of December 31, 2011 and September 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 September 30, 2012, we had approximately $86,000 of undistributed earnings within our foreign subsidiaries which approximates the book over tax outside basis difference. We may record deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries in the future depending upon a number of factors, decisions and events in connection with our proposed REIT conversion, including favorable indications from the U.S. Internal Revenue Service with regard to our REIT private letter ruling requests, finalization of countries to be included in the conversion plan, shareholder approval of certain modifications to our charter and final Board of Director approval of our conversion to a REIT.

        As of September 30, 2012, we have reclassified approximately $36,000 of long-term deferred income tax liabilities to current deferred income taxes (included within accrued expenses within current liabilities) and prepaid and other assets (included within current assets) within our consolidated balance sheet related to the depreciation recapture associated with our recharacterization of racking as real estate rather than 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 September 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 six global banks and eight "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 to a maximum of $50,000 or any one financial institution to a maximum of $75,000. As of December 31, 2011 and September 30, 2012, our cash and cash equivalents and restricted cash balance was $214,955 and $371,195, respectively, including money market funds and time deposits amounting to $181,823 and $352,315, 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 September 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 September 30, 2012 Using
Description	Total Carrying Value at September 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	192,214	$	—		$	192,214		$	—
Time Deposits(1)		160,101		—			160,101			—
Trading Securities		10,419		10,063	(2)		356	(1)		—
Derivative Assets(3)		4		—			4			—
Derivative Liabilities(3)		5,779		—			5,779			—

(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 nine months ended September 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 No. 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 No. 2011-08 as of January 1, 2012. The adoption of ASU No. 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 ongoing 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 September 30, 2012, respectively.

• o.    Other Expense (Income), Net

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2012			2011			2012
Foreign currency transaction losses (gains), net	$	15,624	$	(1,131	)	$	14,381		$	8,055
Debt extinguishment expense, net		—		10,628			993			10,628
Other, net		1,007		(1,751	)		(5,080	)		(4,175	)
	$	16,631	$	7,746		$	10,294		$	14,508

• p.    Property, Plant and Equipment

        We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.

        Consolidated gain on disposal/write-down of property, plant and equipment, net was $1,515 for the nine months ended September 30, 2012 and consisted primarily of approximately $2,700 of gains associated with the sale of leased vehicles in North America, partially offset by approximately $700 of asset write-offs in North America and approximately $500 of asset write-offs associated with our Latin America operations. Consolidated gain on disposal/write-down of property, plant and equipment, net was $2,345 for the nine months ended September 30, 2011 and consisted primarily of: (1) a gain of approximately $3,200 associated with the disposal of a facility in North America; (2) a gain of approximately $1,900 associated with the sale of leased vehicles in North America; partially offset by (3) a loss of approximately $2,300 associated with certain third-party software licenses that were discontinued (including approximately $1,850 associated with our International Business segment and approximately $450 associated with our North American Business segment).

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General

9 Months Ended

Sep. 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, the 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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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 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		—		5,118
Non-deductible goodwill acquired during the year		—		58,613		58,613
Currency effects		8,839		10,009		18,848
Gross Balance as of September 30, 2012	$	2,024,198	$	632,666	$	2,656,864
Accumulated Amortization Balance as of December 31, 2011	$	261,362	$	58,655	$	320,017
Currency effects		437		311		748
Accumulated Amortization Balance as of September 30, 2012	$	261,799	$	58,966	$	320,765
Net Balance as of December 31, 2011	$	1,748,879	$	505,389	$	2,254,268
Net Balance as of September 30, 2012	$	1,762,399	$	573,700	$	2,336,099
Accumulated Goodwill Impairment Balance as of December 31, 2011	$	85,909	$	46,500	$	132,409
Accumulated Goodwill Impairment Balance as of September 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	$	661,039	$	(217,621	)	$	443,418
Core Technology(1)		3,682		(2,832	)		850
Trademarks and Non-Compete Agreements(1)		5,926		(2,744	)		3,182
Deferred Financing Costs		63,538		(18,114	)		45,424
Total	$	734,185	$	(241,311	)	$	492,874

(1)

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

Stock-based compensation expense related to continuing operations

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2012		2011		2012
Cost of sales (excluding depreciation and amortization)	$	240	$	329	$	560	$	846
Selling, general and administrative expenses		4,163		4,353		11,882		19,953
Total stock-based compensation	$	4,403	$	4,682	$	12,442	$	20,799

Summary of the weighted average assumptions used for stock option grants

	Nine Months Ended September 30,
Weighted Average Assumptions	2011			2012
Expected volatility		33.4	%		33.8	%
Risk-free interest rate		2.46	%		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		(899,781	)		23.62
Forfeited		(196,688	)		25.69
Expired		(34,538	)		32.57
Outstanding at September 30, 2012		6,008,923		$	26.02		6.02	$	49,391
Options exercisable at September 30, 2012		3,891,146		$	25.93		5.24	$	32,472
Options expected to vest		1,973,781		$	26.20		7.46	$	15,749

Aggregate intrinsic value of stock options exercised

	Three Months Ended September 30,				Nine Months EndedSeptember 30,
	2011		2012		2011		2012
Aggregate intrinsic value of stock options exercised	$	7,869	$	4,440	$	36,778	$	7,812

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		$	27.45
Granted		812,104			28.14
Vested		(217,282	)		27.44
Forfeited		(32,101	)		27.25
Non-vested at September 30, 2012		1,173,672		$	27.93

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		$	26.94
Granted		221,781			12,012			233,793			26.11
Vested		(124,914	)		(5,013	)		(129,927	)		26.98
Forfeited		(3,381	)		—			(3,381	)		25.98
Non-vested at September 30, 2012		206,235			6,999			213,234		$	26.02

(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 September 30,					Nine Months Ended September 30,
	2011			2012		2011		2012
Income (Loss) from continuing operations	$	50,394		$	53,719	$	199,030	$	156,233
Total income (loss) from discontinued operations (see Note 10)	$	(12,469	)	$	32	$	166,561	$	(7,585	)
Net income (loss) attributable to Iron Mountain Incorporated	$	37,338		$	52,809	$	363,482	$	146,214
Weighted-average shares—basic		195,610,000			171,776,000		199,164,000		171,464,000
Effect of dilutive potential stock options		993,683			950,922		1,175,735		808,365
Effect of dilutive potential restricted stock, RSUs and PUs		112,969			320,537		87,149		227,899
Weighted-average shares—diluted		196,716,652			173,047,459		200,426,884		172,500,264
Earnings (Losses) per share—basic:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	1.00	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.84	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—basic	$	0.19		$	0.31	$	1.83	$	0.85
Earnings (Losses) per share—diluted:
Income (Loss) from continuing operations	$	0.26		$	0.31	$	0.99	$	0.91
Total income (loss) from discontinued operations (see Note 10)	$	(0.06	)	$	—	$	0.83	$	(0.04	)
Net income (loss) attributable to Iron Mountain Incorporated—diluted	$	0.19		$	0.31	$	1.81	$	0.85
Antidilutive stock options, RSUs and PUs, excluded from the calculation		1,810,859			821,862		4,212,799		1,584,179

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 September 30, 2012 Using
Description	Total Carrying Value at September 30, 2012		Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
Money Market Funds(1)	$	192,214	$	—		$	192,214		$	—
Time Deposits(1)		160,101		—			160,101			—
Trading Securities		10,419		10,063	(2)		356	(1)		—
Derivative Assets(3)		4		—			4			—
Derivative Liabilities(3)		5,779		—			5,779			—

(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 September 30,					Nine Months Ended September 30,
	2011		2012			2011			2012
Foreign currency transaction losses (gains), net	$	15,624	$	(1,131	)	$	14,381		$	8,055
Debt extinguishment expense, net		—		10,628			993			10,628
Other, net		1,007		(1,751	)		(5,080	)		(4,175	)
	$	16,631	$	7,746		$	10,294		$	14,508

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Stockholders' Equity Matters

9 Months Ended

Sep. 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 September 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 nine 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
September 6, 2012		0.2700	September 25, 2012		46,473	October 15, 2012

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Debt

9 Months Ended

Sep. 30, 2012

Debt

Debt

(5) Debt

        Long-term debt consists of the following:

	December 31, 2011					September 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	—		$	—
Term Loan Facility(1)		487,500			487,500		468,750			468,750
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		242,475			243,384
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		—			—
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		177,914			184,141
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		—			—
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,827			55,979
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		326,238			331,132
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			422,750		400,000			450,000
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			319,118
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,475			609,813
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		—			—		1,000,000			1,002,500
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		225,748			225,748
Total Long-term Debt		3,353,588					3,739,427
Less Current Portion		(73,320	)				(71,380	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,668,047

(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 September 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 September 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 September 30, 2012, we had no outstanding borrowings under the Revolving Credit Facility and we had various outstanding letters of credit totaling $2,939. The remaining availability under the Revolving Credit Facility on September 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 $722,061. The interest rate in effect under the Term Loan Facility was 2.3% as of September 30, 2012. For the three and nine months ended September 30, 2011, we recorded commitment fees and letters of credit fees of $650 and $1,516, respectively, and for the three and nine months ended September 30, 2012, we recorded commitment fees and letters of credit fees of $562 and $1,611, respectively, based on the unused balances under our revolving credit facilities and outstanding letters of credit.

        In August 2012, we completed an underwritten public offering of $1.0 billion in aggregate principal amount of our 5³/4% Notes, which were issued at 100% of par. Our net proceeds of $985,000, after paying the underwriters' discounts and commissions, were used to redeem all of our outstanding 6⁵/8% Notes and 8³/4% Notes and to repay existing indebtedness under our Revolving Credit Facility, and the balance will be used for general corporate purposes, including funding a portion of the costs we expect to incur in connection with our proposed conversion to a REIT.

        In August 2012, we redeemed (1) the $320,000 aggregate principal amount outstanding of our 6⁵/8% Notes at 100% of par, plus accrued and unpaid interest, and (2) the $200,000 aggregate principal amount outstanding of our 8³/4% Notes at 102.9% of par, plus accrued and unpaid interest. We recorded a charge to other expense (income), net of $10,628 in the third quarter of 2012 related to the early extinguishment of the 6⁵/8% Notes and 8³/4% Notes. This charge consists of the call premium, original issue discounts and deferred financing costs related to the 6⁵/8% Notes and 8³/4% Notes.

        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 3.6 as of December 31, 2011 and September 30, 2012, respectively, compared to a maximum allowable ratio of 5.5. Similarly, our bond leverage ratio, per the indentures, was 3.9 and 4.5 as of December 31, 2011 and September 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 September 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

9 Months Ended

Sep. 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 September 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 September 30, 2012, we had (1) an outstanding forward contract to purchase $197,913 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 $75,900 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 nine months ended September 30, 2011, there were $68 in net cash receipts and $9,116 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 nine months ended September 30, 2012, there were $4 in net cash receipts and $3,783 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 September 30, 2012 and their gains and losses for the three and nine months ended September 30, 2011 and 2012:

	Asset Derivatives
	December 31, 2011			September 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	$	4
Total		$	2,803		$	4

	Liability Derivatives
	December 31, 2011			September 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	$	5,779
Total		$	435		$	5,779

		Amount of (Gain) Loss Recognized in Income on Derivatives
		Three Months Ended September 30,					Nine Months Ended September 30,
	Location of (Gain) Loss Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments		2011			2012		2011		2012
Foreign exchange contracts	Other (income) expense, net	$	(5,971	)	$	7,649	$	299	$	11,927
Total		$	(5,971	)	$	7,649	$	299	$	11,927

        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 nine months ended September 30, 2011 and 2012, we designated on average 79,889 and 101,556 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 gains of $11,271 ($7,057, net of tax) and $3,063 ($1,928, net of tax) for the three and nine months ended September 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 losses of $2,303 ($1,401, net of tax) and $938 ($535, net of tax) for the three and nine months ended September 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 September 30, 2012, cumulative net gains of $12,855, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge.

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Acquisitions

9 Months Ended

Sep. 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 September 30, 2012 are not presented due to the insignificant impact that the acquisitions completed in 2012 had on our consolidated results of operations.

        In April 2012, in order to enhance our existing operations in Brazil, 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 ($75,000, net of cash acquired). 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), which provides storage rental and records management services, in a stock transaction for a cash purchase price of approximately $21,600. 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 September 30, 2012 is as follows:

Cash Paid (gross of cash acquired)	$	112,599
Fair Value of Previously Held Equity Interests		4,265
Fair Value of Noncontrolling Interest		1,000
Total Consideration		117,864
Fair Value of Identifiable Assets Acquired:
Cash, Accounts Receivable, Prepaid Expense, Deferred Income Taxes and Other		15,067
Property, Plant and Equipment(1)		7,275
Customer Relationship Assets(2)		50,380
Other Assets		5,533
Liabilities Assumed and Deferred Income Taxes(3)		(24,122	)
Total Fair Value of Identifiable Net Assets Acquired		54,133
Recorded Goodwill	$	63,731

(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 14 years.

(3)

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

        Allocations of the purchase price for acquisitions completed 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

9 Months Ended

Sep. 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 September 30, 2012 and for the three and nine months ended September 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

	September 30, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	40,000	$	106,994	$	85,456	$	102,133	$	—		$	334,583
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,928		46,605		175,967		—			576,500
Intercompany Receivable		1,094,814		—		6,687		—		(1,101,501	)		—
Other Current Assets		52		71,462		5,082		41,693		—			118,289
Total Current Assets		1,171,478		532,384		143,830		319,793		(1,101,501	)		1,065,984
Property, Plant and Equipment, Net		1,353		1,451,563		206,764		750,444		—			2,410,124
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,124,875		1,000		4,557		—		(1,130,432	)		—
Investment in Subsidiaries		1,927,238		1,663,062		—		—		(3,590,300	)		—
Goodwill		—		1,534,476		204,627		596,996		—			2,336,099
Other		40,373		243,079		10,673		221,357		(114	)		515,368
Total Other Assets, Net		3,092,486		3,441,617		219,857		818,353		(4,720,846	)		2,851,467
Total Assets	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575
Liabilities and Equity
Intercompany Payable	$	—	$	985,439	$	—	$	116,062	$	(1,101,501	)	$	—
Current Portion of Long-term Debt		—		52,354		2,761		16,265		—			71,380
Total Other Current Liabilities		106,644		405,428		25,690		163,473		—			701,235
Long-term Debt, Net of Current Portion		2,867,014		518,575		193,947		88,511		—			3,668,047
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,124,424		—		5,008		(1,130,432	)		—
Other Long-term Liabilities		3,450		437,865		35,422		111,165		(114	)		587,788
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,287,209		1,901,479		312,631		1,376,190		(3,590,300	)		1,287,209
Noncontrolling Interests		—		—		—		11,916		—			11,916
Total Equity		1,287,209		1,901,479		312,631		1,388,106		(3,590,300	)		1,299,125
Total Liabilities and Equity	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575

	Three Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	290,156		$	30,368		$	106,797		$	—		$	427,321
Service		—			218,291			29,849			92,845			—			340,985
Total Revenues		—			508,447			60,217			199,642			—			768,306
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			188,831			21,594			95,936			—			306,361
Selling, General and Administrative		12			144,057			8,054			56,880			—			209,003
Depreciation and Amortization		36			48,478			4,496			23,894			—			76,904
Intangible Impairments		—			—			—			42,500			—			42,500
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			112			(164	)		(1,609	)		—			(1,661	)
Total Operating Expenses		48			381,478			33,980			217,601			—			633,107
Operating (Loss) Income		(48	)		126,969			26,237			(17,959	)		—			135,199
Interest Expense (Income), Net		40,374			(19,535	)		11,620			17,588			—			50,047
Other (Income) Expense, Net		(21,661	)		(2,794	)		3			41,083			—			16,631
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,761	)		149,298			14,614			(76,630	)		—			68,521
Provision (Benefit) for Income Taxes		—			17,962			1,466			(1,301	)		—			18,127
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(56,099	)		85,608			—			—			(29,509	)		—
Income (Loss) from Continuing Operations		37,338			45,728			13,148			(75,329	)		29,509			50,394
(Loss) Income from Discontinued Operations, Net of Tax		—			(622	)		—			(18,758	)					(19,380	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			6,911			—			—			—			6,911
Net Income (Loss)		37,338			52,017			13,148			(94,087	)		29,509			37,925
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			587			—			587
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	37,338		$	52,017		$	13,148		$	(94,674	)	$	29,509		$	37,338
Net Income (Loss)	$	37,338		$	52,017		$	13,148		$	(94,087	)	$	29,509		$	37,925
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		7,057			1,856			(20,807	)		(54,394	)		—			(66,288	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(72,306	)		(74,162	)		—			—			146,468			—
Total Other Comprehensive (Loss) Income		(65,249	)		(72,306	)		(20,807	)		(54,394	)		146,468			(66,288	)
Comprehensive (Loss) Income		(27,911	)		(20,289	)		(7,659	)		(148,481	)		175,977			(28,363	)
Comprehensive (Loss) Income Attributable to Noncontrolling Interests		—			—			—			(452	)		—			(452	)
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$	(27,911	)	$	(20,289	)	$	(7,659	)	$	(148,029	)	$	175,977		$	(27,911	)

	Three Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	289,152		$	31,514		$	113,999		$	—		$	434,665
Service		—			192,799			28,257			92,404			—			313,460
Total Revenues		—			481,951			59,771			206,403			—			748,125
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			183,973			23,369			103,002			—			310,344
Selling, General and Administrative		51			143,023			8,337			53,087			—			204,498
Depreciation and Amortization		81			48,496			4,673			27,694			—			80,944
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(1,259	)		(13	)		(355	)		—			(1,627	)
Total Operating Expenses		132			374,233			36,366			183,428			—			594,159
Operating (Loss) Income		(132	)		107,718			23,405			22,975			—			153,966
Interest Expense (Income), Net		50,534			(5,442	)		11,425			4,864			—			61,381
Other Expense (Income), Net		26,405			(1,610	)		(17	)		(17,032	)		—			7,746
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(77,071	)		114,770			11,997			35,143			—			84,839
Provision (Benefit) for Income Taxes		—			25,355			1,969			3,796			—			31,120
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(129,880	)		(39,288	)		—			—			169,168			—
Income (Loss) from Continuing Operations		52,809			128,703			10,028			31,347			(169,168	)		53,719
Income (Loss) from Discontinued Operations, Net of Tax		—			557			—			(525	)		—			32
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			—			—			—
Net Income (Loss)		52,809			129,260			10,028			30,822			(169,168	)		53,751
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			942			—			942
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	52,809		$	129,260		$	10,028		$	29,880		$	(169,168	)	$	52,809
Net Income (Loss)	$	52,809		$	129,260		$	10,028		$	30,822		$	(169,168	)	$	53,751
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,402	)		(1,235	)		9,907			12,825			—			20,095
Equity in Other Comprehensive Income (Loss) of Subsidiaries		20,957			22,192			—			—			(43,149	)		—
Total Other Comprehensive Income (Loss)		19,555			20,957			9,907			12,825			(43,149	)		20,095
Comprehensive Income (Loss)		72,364			150,217			19,935			43,647			(212,317	)		73,846
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,482			—			1,482
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	72,364		$	150,217		$	19,935		$	42,165		$	(212,317	)	$	72,364

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	850,401		$	91,738		$	320,033		$	—		$	1,262,172
Service		—			637,891			88,295			284,508			—			1,010,694
Total Revenues		—			1,488,292			180,033			604,541			—			2,272,866
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			568,989			68,596			292,308			—			929,893
Selling, General and Administrative		175			434,189			28,682			182,101			—			645,147
Depreciation and Amortization		112			145,855			14,298			75,670			—			235,935
Intangible Impairments		—			—			—			42,500			—			42,500
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(482	)		(362	)		(1,501	)		—			(2,345	)
Total Operating Expenses		287			1,148,551			111,214			591,078			—			1,851,130
Operating (Loss) Income		(287	)		339,741			68,819			13,463			—			421,736
Interest Expense (Income), Net		126,424			(62,586	)		33,708			49,723			—			147,269
Other Expense (Income), Net		16,775			2,074			289			(8,844	)		—			10,294
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(143,486	)		400,253			34,822			(27,416	)		—			264,173
Provision (Benefit) for Income Taxes		—			49,152			13,882			2,109			—			65,143
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(506,968	)		42,323			—			—			464,645			—
Income (Loss) from Continuing Operations		363,482			308,778			20,940			(29,525	)		(464,645	)		199,030
(Loss) Income from Discontinued Operations, Net of Tax		—			(13,490	)		—			(20,209	)		—			(33,699	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			200,260			—			—			—			200,260
Net Income (Loss)		363,482			495,548			20,940			(49,734	)		(464,645	)		365,591
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			2,109			—			2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	363,482		$	495,548		$	20,940		$	(51,843	)	$	(464,645	)	$	363,482
Net Income (Loss)	$	363,482		$	495,548		$	20,940		$	(49,734	)	$	(464,645	)	$	365,591
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		1,928			2,142			(11,978	)		(16,906	)		—			(24,814	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(25,858	)		(28,000	)		—			—			53,858			—
Total Other Comprehensive (Loss) Income		(23,930	)		(25,858	)		(11,978	)		(16,906	)		53,858			(24,814	)
Comprehensive Income (Loss)		339,552			469,690			8,962			(66,640	)		(410,787	)		340,777
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,225			—			1,225
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	339,552		$	469,690		$	8,962		$	(67,865	)	$	(410,787	)	$	339,552

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	865,622		$	92,662		$	335,158		$	—		$	1,293,442
Service		—			592,793			86,091			274,462			—			953,346
Total Revenues		—			1,458,415			178,753			609,620			—			2,246,788
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			564,552			72,401			301,749			—			938,702
Selling, General and Administrative		117			425,645			26,374			166,537			—			618,673
Depreciation and Amortization		238			144,127			13,784			78,313			—			236,462
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(2,003	)		(36	)		524			—			(1,515	)
Total Operating Expenses		355			1,132,321			112,523			547,123			—			1,792,322
Operating (Loss) Income		(355	)		326,094			66,230			62,497			—			454,466
Interest Expense (Income), Net		144,605			(14,163	)		34,179			13,760			—			178,381
Other Expense (Income), Net		25,424			(2,395	)		(36	)		(8,485	)		—			14,508
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(170,384	)		342,652			32,087			57,222			—			261,577
Provision (Benefit) for Income Taxes		—			86,255			9,463			9,626			—			105,344
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(316,598	)		(64,746	)		—			—			381,344			—
Income (Loss) from Continuing Operations		146,214			321,143			22,624			47,596			(381,344	)		156,233
Income (Loss) from Discontinued Operations, Net of Tax		—			644			—			(6,344	)		—			(5,700	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		146,214			321,787			22,624			39,367			(381,344	)		148,648
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			2,434			—			2,434
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	146,214		$	321,787		$	22,624		$	36,933		$	(381,344	)	$	146,214
Net Income (Loss)	$	146,214		$	321,787		$	22,624		$	39,367		$	(381,344	)	$	148,648
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(534	)		(619	)		11,199			11,151			—			21,197
Equity in Other Comprehensive Income (Loss) of Subsidiaries		21,007			21,626			—			—			(42,633	)		—
Total Other Comprehensive Income (Loss)		20,473			21,007			11,199			11,151			(42,633	)		21,197
Comprehensive Income (Loss)		166,687			342,794			33,823			50,518			(423,977	)		169,845
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			3,158			—			3,158
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	166,687		$	342,794		$	33,823		$	47,360		$	(423,977	)	$	166,687

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(130,955	)	$	508,891		$	21,816		$	51,398		$	—		$	451,150
Cash Flows from Operating Activities—Discontinued Operations		—			(39,417	)		—			(775	)		—			(40,192	)
Cash Flows from Operating Activities		(130,955	)		469,474			21,816			50,623			—			410,958
Cash Flows from Investing Activities:
Capital expenditures		—			(82,884	)		(7,814	)		(57,401	)		—			(148,099	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		1,322,090			1,594			—			—			(1,323,684	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(4	)		—			—			—			—			(4	)
Additions to customer relationship and acquisition costs		—			(12,716	)		(406	)		(3,747	)		—			(16,869	)
Investment in joint ventures		—			—			—			(335	)		—			(335	)
Proceeds from sales of property and equipment and other, net		—			313			41			3,790			—			4,144
Cash Flows from Investing Activities—Continuing Operations		1,320,858			(100,299	)		(8,237	)		(127,429	)		(1,321,228	)		(236,335	)
Cash Flows from Investing Activities—Discontinued Operations		—			371,611			—			(508	)		—			371,103
Cash Flows from Investing Activities		1,320,858			271,312			(8,237	)		(127,937	)		(1,321,228	)		134,768
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,447,006	)		(37,679	)		(59,856	)		—			(1,940,741	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,918,500			85,932			53,403			—			2,057,835
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Net proceeds from sales of senior subordinated notes		394,000			—			—			—			—			394,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			531			—			531
Intercompany loans from parent		—			(1,314,038	)		(95,905	)		86,259			1,323,684			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(548,455	)		—			—			—			—			(548,455	)
Parent cash dividends		(125,739	)		—			—			—			—			(125,739	)
Proceeds from exercise of stock options and employee stock purchase plan		81,887			—			—			—			—			81,887
Excess tax benefits from stock-based compensation		578			—			—			—			—			578
Payment of debt financing costs		(566	)		(8,294	)		—			—			—			(8,860	)
Cash Flows from Financing Activities—Continuing Operations		(825,750	)		(849,610	)		(47,652	)		81,565			1,321,228			(320,219	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(415	)		—			(415	)
Cash Flows from Financing Activities		(825,750	)		(849,610	)		(47,652	)		81,150			1,321,228			(320,634	)
Effect of exchange rates on cash and cash equivalents		—			—			1,516			(4,422	)		—			(2,906	)
Increase (Decrease) in cash and cash equivalents		364,153			(108,824	)		(32,557	)		(586	)		—			222,186
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	378,062		$	12,760		$	5,095		$	84,962		$	—		$	480,879

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(139,356	)	$	357,066		$	26,966		$	66,977		$	—		$	311,653
Cash Flows from Operating Activities—Discontinued Operations		—			(8,814	)		—			(2,102	)		—			(10,916	)
Cash Flows from Operating Activities		(139,356	)		348,252			26,966			64,875			—			300,737
Cash Flows from Investing Activities:
Capital expenditures		—			(86,249	)		(9,014	)		(70,199	)		—			(165,462	)
Cash paid for acquisitions, net of cash acquired		—			(9,218	)		—			(97,003	)		—			(106,221	)
Intercompany loans to subsidiaries		(93,883	)		(100,085	)		—			—			193,968			—
Investment in subsidiaries		(36,372	)		(36,372	)		—			—			72,744			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(9,582	)		(1,566	)		(2,229	)		—			(13,377	)
Investment in joint ventures		(2,330	)		—			—			—			—			(2,330	)
Proceeds from sales of property and equipment and other, net		—			1,905			5			(179	)		—			1,731
Cash Flows from Investing Activities—Continuing Operations		(134,087	)		(239,601	)		(10,575	)		(169,610	)		266,712			(287,161	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		(134,087	)		(241,583	)		(10,575	)		(173,764	)		266,712			(293,297	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,735,792	)		(2,235	)		(65,449	)		—			(2,803,476	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,599,000			—			38,534			—			2,637,534
Early retirement of senior subordinated notes		(525,834	)		—			—			—			—			(525,834	)
Net proceeds from sales of senior subordinated notes		985,000			—			—			—			—			985,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			416			—			416
Intercompany loans from parent		—			90,745			(503	)		103,726			(193,968	)		—
Equity contribution from parent		—			36,372			—			36,372			(72,744	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(132,307	)		—			—			—			—			(132,307	)
Proceeds from exercise of stock options and employee stock purchase plan		22,328			—			—			—			—			22,328
Excess tax benefits from stock-based compensation		309			—			—			—			—			309
Payment of debt finacing costs		(1,429	)		(750	)		—			—			—			(2,179	)
Cash Flows from Financing Activities—Continuing Operations		310,015			(10,425	)		(2,738	)		113,599			(266,712	)		143,739
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		310,015			(10,425	)		(2,738	)		113,560			(266,712	)		143,700
Effect of exchange rates on cash and cash equivalents		—			—			2,896			702			—			3,598
Increase (Decrease) in cash and cash equivalents		36,572			96,244			16,549			5,373			—			154,738
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	40,000		$	106,994		$	85,456		$	102,133		$	—		$	334,583

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Summary of Significant Accounting Policies (Details 4) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stock-based compensation expense
Excess tax benefits from stock-based compensation			$ 309	$ 578
Continuing Operations
Stock-based compensation expense
Stock-based compensation	4,682	4,403	20,799	12,442
Stock-based compensation expense (income), net of tax	3,836	2,479	15,744
Stock-based compensation expense per basic and diluted share (in dollars per share)	$ 0.02	$ 0.01	$ 0.09
Continuing Operations | Cost of sales (excluding depreciation and amortization)
Stock-based compensation expense
Stock-based compensation	329	240	846	560
Continuing Operations | Selling, general and administrative expenses
Stock-based compensation expense
Stock-based compensation	4,353	4,163	19,953	11,882
Discontinued Operations
Stock-based compensation expense
Stock-based compensation				260
Continuing and Discontinued Operations
Stock-based compensation expense
Stock-based compensation				12,702
Stock-based compensation expense (income), net of tax				$ 5,213
Stock-based compensation expense per basic and diluted share (in dollars per share)				$ 0.03

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Segment Information (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of Adjusted OIBDA to Income from Continuing Operations before Provision (Benefit) for Income Taxes on a Consolidated Basis
Adjusted OIBDA	$ 244,120	$ 253,723	$ 705,609	$ 712,798
Less: Depreciation and Amortization	80,944	76,904	236,462	235,935
Intangible Impairments		42,500		42,500
(Gain) Loss on disposal/write-down of property, plant and equipment, net	(1,627)	(1,661)	(1,515)	(2,345)
REIT Costs	10,837	781	16,196	14,972
Interest Expense, Net	61,381	50,047	178,381	147,269
Other Expense (Income), Net	7,746	16,631	14,508	10,294
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes	$ 84,839	$ 68,521	$ 261,577	$ 264,173

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Subsequent Events

9 Months Ended

Sep. 30, 2012

Subsequent Events

Subsequent Events

(11) Subsequent Events

        On October 11, 2012, we announced the declaration by our Board of Directors of a special dividend of $700,000 (the "Special Dividend") on our shares of common stock, payable, at the election of the stockholders, in either common stock or cash to stockholders of record as of October 22, 2012 (the "Record Date"). The Special Dividend, which is a distribution to stockholders of a portion of our accumulated earnings and profits, is expected to be paid in a combination of common stock and cash. The Special Dividend is payable on November 21, 2012 (the "Distribution Date") to stockholders as of the Record Date. Stockholders have the right to elect, by 5:00 pm eastern time on November 14, 2012, to be paid their pro rata portion of the Special Dividend in all common stock or cash; provided, however, that the total amount of cash payable to all stockholders associated with the Special Dividend will be limited to a maximum of $140,000 (excluding cash paid in lieu of fractional shares), with the balance of the Special Dividend payable in the form of common stock. Our shares of common stock will be valued for purposes of the Special Dividend based upon the average closing price on the three trading days following November 14, 2012, and as such, we do not know the number of shares of common stock we will issue in the Special Dividend. These shares will impact weighted average shares outstanding from the date of issuance, thus impacting our earnings per share data prospectively from the Distribution Date.

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Debt (Tables)

9 Months Ended

Sep. 30, 2012

Debt

Carrying amount and fair value of long-term debt instruments

	December 31, 2011					September 30, 2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Revolving Credit Facility(1)	$	96,000		$	96,000	$	—		$	—
Term Loan Facility(1)		487,500			487,500		468,750			468,750
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3)		233,115			233,115		242,475			243,384
65/8% Senior Subordinated Notes due 2016 (the "65/8% Notes")(2)(3)		318,025			320,400		—			—
71/2% CAD Senior Subordinated Notes due 2017 (the "Subsidiary Notes")(2)(4)		171,273			174,698		177,914			184,141
83/4% Senior Subordinated Notes due 2018 (the "83/4% Notes")(2)(3)		200,000			209,000		—			—
8% Senior Subordinated Notes due 2018 (the "8% Notes")(2)(3)		49,806			47,607		49,827			55,979
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3)		328,750			312,352		326,238			331,132
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3)		400,000			422,750		400,000			450,000
8% Senior Subordinated Notes due 2020 (the "8% Notes due 2020")(2)(3)		300,000			313,313		300,000			319,118
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3)		548,346			586,438		548,475			609,813
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3)		—			—		1,000,000			1,002,500
Real Estate Mortgages, Capital Leases and Other(5)		220,773			220,773		225,748			225,748
Total Long-term Debt		3,353,588					3,739,427
Less Current Portion		(73,320	)				(71,380	)
Long-term Debt, Net of Current Portion	$	3,280,268				$	3,668,047

(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 September 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 September 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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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		9 Months Ended
	Oct. 31, 2012	Jul. 31, 2012	Apr. 30, 2012	Jan. 31, 2012	Oct. 31, 2011	Jul. 31, 2011	Apr. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations										$ 311,653	$ 451,150
Cash Flows from Operating Activities-Discontinued Operations										(10,916)	(40,192)
Cash Flows from Operating Activities										300,737	410,958
Cash Flows from Investing Activities:
Capital expenditures								(58,101)	(48,915)	(165,462)	(148,099)
Cash paid for acquisitions, net of cash acquired								1,069		(106,221)	(75,172)
Investment in restricted cash										(1,502)	(4)
Additions to customer relationship and acquisition costs								(5,233)	(5,792)	(13,377)	(16,869)
Investment in joint ventures										(2,330)	(335)
Proceeds from sales of property and equipment and other, net										1,731	4,144
Cash Flows from Investing Activities-Continuing Operations										(287,161)	(236,335)
Cash Flows from Investing Activities-Discontinued Operations										(6,136)	371,103
Cash Flows from Investing Activities										(293,297)	134,768
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt										(2,803,476)	(1,940,741)
Proceeds from revolving credit and term loan facilities and other debt										2,637,534	2,057,835
Early retirement of senior subordinated notes										(525,834)	(231,255)
Net proceeds from sales of senior subordinated notes										985,000	394,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net										416	531
Stock repurchases										(38,052)	(548,455)
Parent cash dividends	(46,473)	(46,336)	(42,791)	(43,180)	(46,877)	(50,694)	(37,601)			(132,307)	(125,739)
Proceeds from exercise of stock options and employee stock purchase plan										22,328	81,887
Excess tax benefits from stock-based compensation										309	578
Payment of debt financing costs										(2,179)	(8,860)
Cash Flows from Financing Activities-Continuing Operations										143,739	(320,219)
Cash Flows from Financing Activities-Discontinued Operations										(39)	(415)
Cash Flows from Financing Activities										143,700	(320,634)
Effect of Exchange Rates on Cash and Cash Equivalents										3,598	(2,906)
Increase (Decrease) in Cash and Cash Equivalents										154,738	222,186
Cash and Cash Equivalents, Beginning of Period				179,845						179,845	258,693
Cash and Cash Equivalents, End of Period								334,583	480,879	334,583	480,879
Parent
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations										(139,356)	(130,955)
Cash Flows from Operating Activities										(139,356)	(130,955)
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries										(93,883)	1,322,090
Investment in subsidiaries										(36,372)	(1,228)
Investment in restricted cash										(1,502)	(4)
Investment in joint ventures										(2,330)
Cash Flows from Investing Activities-Continuing Operations										(134,087)	1,320,858
Cash Flows from Investing Activities										(134,087)	1,320,858
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt											(396,200)
Early retirement of senior subordinated notes										(525,834)	(231,255)
Net proceeds from sales of senior subordinated notes										985,000	394,000
Stock repurchases										(38,052)	(548,455)
Parent cash dividends										(132,307)	(125,739)
Proceeds from exercise of stock options and employee stock purchase plan										22,328	81,887
Excess tax benefits from stock-based compensation										309	578
Payment of debt financing costs										(1,429)	(566)
Cash Flows from Financing Activities-Continuing Operations										310,015	(825,750)
Cash Flows from Financing Activities										310,015	(825,750)
Increase (Decrease) in Cash and Cash Equivalents										36,572	364,153
Cash and Cash Equivalents, Beginning of Period				3,428						3,428	13,909
Cash and Cash Equivalents, End of Period								40,000	378,062	40,000	378,062
Guarantors
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations										357,066	508,891
Cash Flows from Operating Activities-Discontinued Operations										(8,814)	(39,417)
Cash Flows from Operating Activities										348,252	469,474
Cash Flows from Investing Activities:
Capital expenditures										(86,249)	(82,884)
Cash paid for acquisitions, net of cash acquired										(9,218)	(5,378)
Intercompany loans to subsidiaries										(100,085)	1,594
Investment in subsidiaries										(36,372)	(1,228)
Additions to customer relationship and acquisition costs										(9,582)	(12,716)
Proceeds from sales of property and equipment and other, net										1,905	313
Cash Flows from Investing Activities-Continuing Operations										(239,601)	(100,299)
Cash Flows from Investing Activities-Discontinued Operations										(1,982)	371,611
Cash Flows from Investing Activities										(241,583)	271,312
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt										(2,735,792)	(1,447,006)
Proceeds from revolving credit and term loan facilities and other debt										2,599,000	1,918,500
Intercompany loans from parent										90,745	(1,314,038)
Equity contribution from parent										36,372	1,228
Payment of debt financing costs										(750)	(8,294)
Cash Flows from Financing Activities-Continuing Operations										(10,425)	(849,610)
Cash Flows from Financing Activities										(10,425)	(849,610)
Increase (Decrease) in Cash and Cash Equivalents										96,244	(108,824)
Cash and Cash Equivalents, Beginning of Period				10,750						10,750	121,584
Cash and Cash Equivalents, End of Period								106,994	12,760	106,994	12,760
Canada Company
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations										26,966	21,816
Cash Flows from Operating Activities										26,966	21,816
Cash Flows from Investing Activities:
Capital expenditures										(9,014)	(7,814)
Cash paid for acquisitions, net of cash acquired											(58)
Additions to customer relationship and acquisition costs										(1,566)	(406)
Proceeds from sales of property and equipment and other, net										5	41
Cash Flows from Investing Activities-Continuing Operations										(10,575)	(8,237)
Cash Flows from Investing Activities										(10,575)	(8,237)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt										(2,235)	(37,679)
Proceeds from revolving credit and term loan facilities and other debt											85,932
Intercompany loans from parent										(503)	(95,905)
Cash Flows from Financing Activities-Continuing Operations										(2,738)	(47,652)
Cash Flows from Financing Activities										(2,738)	(47,652)
Effect of Exchange Rates on Cash and Cash Equivalents										2,896	1,516
Increase (Decrease) in Cash and Cash Equivalents										16,549	(32,557)
Cash and Cash Equivalents, Beginning of Period				68,907						68,907	37,652
Cash and Cash Equivalents, End of Period								85,456	5,095	85,456	5,095
Non-Guarantors
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations										66,977	51,398
Cash Flows from Operating Activities-Discontinued Operations										(2,102)	(775)
Cash Flows from Operating Activities										64,875	50,623
Cash Flows from Investing Activities:
Capital expenditures										(70,199)	(57,401)
Cash paid for acquisitions, net of cash acquired										(97,003)	(69,736)
Additions to customer relationship and acquisition costs										(2,229)	(3,747)
Investment in joint ventures											(335)
Proceeds from sales of property and equipment and other, net										(179)	3,790
Cash Flows from Investing Activities-Continuing Operations										(169,610)	(127,429)
Cash Flows from Investing Activities-Discontinued Operations										(4,154)	(508)
Cash Flows from Investing Activities										(173,764)	(127,937)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt										(65,449)	(59,856)
Proceeds from revolving credit and term loan facilities and other debt										38,534	53,403
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net										416	531
Intercompany loans from parent										103,726	86,259
Equity contribution from parent										36,372	1,228
Cash Flows from Financing Activities-Continuing Operations										113,599	81,565
Cash Flows from Financing Activities-Discontinued Operations										(39)	(415)
Cash Flows from Financing Activities										113,560	81,150
Effect of Exchange Rates on Cash and Cash Equivalents										702	(4,422)
Increase (Decrease) in Cash and Cash Equivalents										5,373	(586)
Cash and Cash Equivalents, Beginning of Period				96,760						96,760	85,548
Cash and Cash Equivalents, End of Period								102,133	84,962	102,133	84,962
Eliminations
Cash Flows from Investing Activities:
Intercompany loans to subsidiaries										193,968	(1,323,684)
Investment in subsidiaries										72,744	2,456
Cash Flows from Investing Activities-Continuing Operations										266,712	(1,321,228)
Cash Flows from Investing Activities										266,712	(1,321,228)
Cash Flows from Financing Activities:
Intercompany loans from parent										(193,968)	1,323,684
Equity contribution from parent										(72,744)	(2,456)
Cash Flows from Financing Activities-Continuing Operations										(266,712)	1,321,228
Cash Flows from Financing Activities										$ (266,712)	$ 1,321,228

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Derivative Instruments and Hedging Activities (Details 2) (Derivatives Not Designated as Hedging Instruments, USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Fair value of derivative instruments
Asset Derivatives	$ 4	$ 2,803
Liability Derivatives	5,779	435
Foreign exchange contracts | Prepaid expenses and other
Fair value of derivative instruments
Asset Derivatives	4	2,803
Foreign exchange contracts | Accrued expenses
Fair value of derivative instruments
Liability Derivatives	$ 5,779	$ 435

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CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS
Interest Income	$ 596	$ 614	$ 1,951	$ 1,658

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CONSOLIDATED STATEMENTS OF CASH FLOWS
Deferred financing costs and bond discount included in Amortization	$ 5,121	$ 4,520

XML

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

9 Months Ended

Sep. 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

	September 30, 2012
	Parent		Guarantors		Canada Company		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	40,000	$	106,994	$	85,456	$	102,133	$	—		$	334,583
Restricted Cash		36,612		—		—		—		—			36,612
Accounts Receivable		—		353,928		46,605		175,967		—			576,500
Intercompany Receivable		1,094,814		—		6,687		—		(1,101,501	)		—
Other Current Assets		52		71,462		5,082		41,693		—			118,289
Total Current Assets		1,171,478		532,384		143,830		319,793		(1,101,501	)		1,065,984
Property, Plant and Equipment, Net		1,353		1,451,563		206,764		750,444		—			2,410,124
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable		1,124,875		1,000		4,557		—		(1,130,432	)		—
Investment in Subsidiaries		1,927,238		1,663,062		—		—		(3,590,300	)		—
Goodwill		—		1,534,476		204,627		596,996		—			2,336,099
Other		40,373		243,079		10,673		221,357		(114	)		515,368
Total Other Assets, Net		3,092,486		3,441,617		219,857		818,353		(4,720,846	)		2,851,467
Total Assets	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575
Liabilities and Equity
Intercompany Payable	$	—	$	985,439	$	—	$	116,062	$	(1,101,501	)	$	—
Current Portion of Long-term Debt		—		52,354		2,761		16,265		—			71,380
Total Other Current Liabilities		106,644		405,428		25,690		163,473		—			701,235
Long-term Debt, Net of Current Portion		2,867,014		518,575		193,947		88,511		—			3,668,047
Long-term Notes Payable to Affiliates and Intercompany Payable		1,000		1,124,424		—		5,008		(1,130,432	)		—
Other Long-term Liabilities		3,450		437,865		35,422		111,165		(114	)		587,788
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders' Equity		1,287,209		1,901,479		312,631		1,376,190		(3,590,300	)		1,287,209
Noncontrolling Interests		—		—		—		11,916		—			11,916
Total Equity		1,287,209		1,901,479		312,631		1,388,106		(3,590,300	)		1,299,125
Total Liabilities and Equity	$	4,265,317	$	5,425,564	$	570,451	$	1,888,590	$	(5,822,347	)	$	6,327,575

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

	Three Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	290,156		$	30,368		$	106,797		$	—		$	427,321
Service		—			218,291			29,849			92,845			—			340,985
Total Revenues		—			508,447			60,217			199,642			—			768,306
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			188,831			21,594			95,936			—			306,361
Selling, General and Administrative		12			144,057			8,054			56,880			—			209,003
Depreciation and Amortization		36			48,478			4,496			23,894			—			76,904
Intangible Impairments		—			—			—			42,500			—			42,500
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net		—			112			(164	)		(1,609	)		—			(1,661	)
Total Operating Expenses		48			381,478			33,980			217,601			—			633,107
Operating (Loss) Income		(48	)		126,969			26,237			(17,959	)		—			135,199
Interest Expense (Income), Net		40,374			(19,535	)		11,620			17,588			—			50,047
Other (Income) Expense, Net		(21,661	)		(2,794	)		3			41,083			—			16,631
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(18,761	)		149,298			14,614			(76,630	)		—			68,521
Provision (Benefit) for Income Taxes		—			17,962			1,466			(1,301	)		—			18,127
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(56,099	)		85,608			—			—			(29,509	)		—
Income (Loss) from Continuing Operations		37,338			45,728			13,148			(75,329	)		29,509			50,394
(Loss) Income from Discontinued Operations, Net of Tax		—			(622	)		—			(18,758	)					(19,380	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			6,911			—			—			—			6,911
Net Income (Loss)		37,338			52,017			13,148			(94,087	)		29,509			37,925
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			587			—			587
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	37,338		$	52,017		$	13,148		$	(94,674	)	$	29,509		$	37,338
Net Income (Loss)	$	37,338		$	52,017		$	13,148		$	(94,087	)	$	29,509		$	37,925
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		7,057			1,856			(20,807	)		(54,394	)		—			(66,288	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(72,306	)		(74,162	)		—			—			146,468			—
Total Other Comprehensive (Loss) Income		(65,249	)		(72,306	)		(20,807	)		(54,394	)		146,468			(66,288	)
Comprehensive (Loss) Income		(27,911	)		(20,289	)		(7,659	)		(148,481	)		175,977			(28,363	)
Comprehensive (Loss) Income Attributable to Noncontrolling Interests		—			—			—			(452	)		—			(452	)
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated	$	(27,911	)	$	(20,289	)	$	(7,659	)	$	(148,029	)	$	175,977		$	(27,911	)

	Three Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	289,152		$	31,514		$	113,999		$	—		$	434,665
Service		—			192,799			28,257			92,404			—			313,460
Total Revenues		—			481,951			59,771			206,403			—			748,125
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			183,973			23,369			103,002			—			310,344
Selling, General and Administrative		51			143,023			8,337			53,087			—			204,498
Depreciation and Amortization		81			48,496			4,673			27,694			—			80,944
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(1,259	)		(13	)		(355	)		—			(1,627	)
Total Operating Expenses		132			374,233			36,366			183,428			—			594,159
Operating (Loss) Income		(132	)		107,718			23,405			22,975			—			153,966
Interest Expense (Income), Net		50,534			(5,442	)		11,425			4,864			—			61,381
Other Expense (Income), Net		26,405			(1,610	)		(17	)		(17,032	)		—			7,746
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(77,071	)		114,770			11,997			35,143			—			84,839
Provision (Benefit) for Income Taxes		—			25,355			1,969			3,796			—			31,120
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(129,880	)		(39,288	)		—			—			169,168			—
Income (Loss) from Continuing Operations		52,809			128,703			10,028			31,347			(169,168	)		53,719
Income (Loss) from Discontinued Operations, Net of Tax		—			557			—			(525	)		—			32
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			—			—			—
Net Income (Loss)		52,809			129,260			10,028			30,822			(169,168	)		53,751
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			942			—			942
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	52,809		$	129,260		$	10,028		$	29,880		$	(169,168	)	$	52,809
Net Income (Loss)	$	52,809		$	129,260		$	10,028		$	30,822		$	(169,168	)	$	53,751
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(1,402	)		(1,235	)		9,907			12,825			—			20,095
Equity in Other Comprehensive Income (Loss) of Subsidiaries		20,957			22,192			—			—			(43,149	)		—
Total Other Comprehensive Income (Loss)		19,555			20,957			9,907			12,825			(43,149	)		20,095
Comprehensive Income (Loss)		72,364			150,217			19,935			43,647			(212,317	)		73,846
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,482			—			1,482
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	72,364		$	150,217		$	19,935		$	42,165		$	(212,317	)	$	72,364

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	850,401		$	91,738		$	320,033		$	—		$	1,262,172
Service		—			637,891			88,295			284,508			—			1,010,694
Total Revenues		—			1,488,292			180,033			604,541			—			2,272,866
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			568,989			68,596			292,308			—			929,893
Selling, General and Administrative		175			434,189			28,682			182,101			—			645,147
Depreciation and Amortization		112			145,855			14,298			75,670			—			235,935
Intangible Impairments		—			—			—			42,500			—			42,500
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(482	)		(362	)		(1,501	)		—			(2,345	)
Total Operating Expenses		287			1,148,551			111,214			591,078			—			1,851,130
Operating (Loss) Income		(287	)		339,741			68,819			13,463			—			421,736
Interest Expense (Income), Net		126,424			(62,586	)		33,708			49,723			—			147,269
Other Expense (Income), Net		16,775			2,074			289			(8,844	)		—			10,294
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(143,486	)		400,253			34,822			(27,416	)		—			264,173
Provision (Benefit) for Income Taxes		—			49,152			13,882			2,109			—			65,143
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(506,968	)		42,323			—			—			464,645			—
Income (Loss) from Continuing Operations		363,482			308,778			20,940			(29,525	)		(464,645	)		199,030
(Loss) Income from Discontinued Operations, Net of Tax		—			(13,490	)		—			(20,209	)		—			(33,699	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			200,260			—			—			—			200,260
Net Income (Loss)		363,482			495,548			20,940			(49,734	)		(464,645	)		365,591
Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			—			2,109			—			2,109
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	363,482		$	495,548		$	20,940		$	(51,843	)	$	(464,645	)	$	363,482
Net Income (Loss)	$	363,482		$	495,548		$	20,940		$	(49,734	)	$	(464,645	)	$	365,591
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		1,928			2,142			(11,978	)		(16,906	)		—			(24,814	)
Equity in Other Comprehensive (Loss) Income of Subsidiaries		(25,858	)		(28,000	)		—			—			53,858			—
Total Other Comprehensive (Loss) Income		(23,930	)		(25,858	)		(11,978	)		(16,906	)		53,858			(24,814	)
Comprehensive Income (Loss)		339,552			469,690			8,962			(66,640	)		(410,787	)		340,777
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			1,225			—			1,225
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	339,552		$	469,690		$	8,962		$	(67,865	)	$	(410,787	)	$	339,552

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage Rental	$	—		$	865,622		$	92,662		$	335,158		$	—		$	1,293,442
Service		—			592,793			86,091			274,462			—			953,346
Total Revenues		—			1,458,415			178,753			609,620			—			2,246,788
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)		—			564,552			72,401			301,749			—			938,702
Selling, General and Administrative		117			425,645			26,374			166,537			—			618,673
Depreciation and Amortization		238			144,127			13,784			78,313			—			236,462
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net		—			(2,003	)		(36	)		524			—			(1,515	)
Total Operating Expenses		355			1,132,321			112,523			547,123			—			1,792,322
Operating (Loss) Income		(355	)		326,094			66,230			62,497			—			454,466
Interest Expense (Income), Net		144,605			(14,163	)		34,179			13,760			—			178,381
Other Expense (Income), Net		25,424			(2,395	)		(36	)		(8,485	)		—			14,508
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes		(170,384	)		342,652			32,087			57,222			—			261,577
Provision (Benefit) for Income Taxes		—			86,255			9,463			9,626			—			105,344
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax		(316,598	)		(64,746	)		—			—			381,344			—
Income (Loss) from Continuing Operations		146,214			321,143			22,624			47,596			(381,344	)		156,233
Income (Loss) from Discontinued Operations, Net of Tax		—			644			—			(6,344	)		—			(5,700	)
Gain (Loss) on Sale of Discontinued Operations, Net of Tax		—			—			—			(1,885	)		—			(1,885	)
Net Income (Loss)		146,214			321,787			22,624			39,367			(381,344	)		148,648
Less: Net Income (Loss) Attributable to Noncontrolling Interests		—			—			—			2,434			—			2,434
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	146,214		$	321,787		$	22,624		$	36,933		$	(381,344	)	$	146,214
Net Income (Loss)	$	146,214		$	321,787		$	22,624		$	39,367		$	(381,344	)	$	148,648
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments		(534	)		(619	)		11,199			11,151			—			21,197
Equity in Other Comprehensive Income (Loss) of Subsidiaries		21,007			21,626			—			—			(42,633	)		—
Total Other Comprehensive Income (Loss)		20,473			21,007			11,199			11,151			(42,633	)		21,197
Comprehensive Income (Loss)		166,687			342,794			33,823			50,518			(423,977	)		169,845
Comprehensive Income (Loss) Attributable to Noncontrolling Interests		—			—			—			3,158			—			3,158
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	166,687		$	342,794		$	33,823		$	47,360		$	(423,977	)	$	166,687

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

	Nine Months Ended September 30, 2011
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(130,955	)	$	508,891		$	21,816		$	51,398		$	—		$	451,150
Cash Flows from Operating Activities—Discontinued Operations		—			(39,417	)		—			(775	)		—			(40,192	)
Cash Flows from Operating Activities		(130,955	)		469,474			21,816			50,623			—			410,958
Cash Flows from Investing Activities:
Capital expenditures		—			(82,884	)		(7,814	)		(57,401	)		—			(148,099	)
Cash paid for acquisitions, net of cash acquired		—			(5,378	)		(58	)		(69,736	)		—			(75,172	)
Intercompany loans to subsidiaries		1,322,090			1,594			—			—			(1,323,684	)		—
Investment in subsidiaries		(1,228	)		(1,228	)		—			—			2,456			—
Investment in restricted cash		(4	)		—			—			—			—			(4	)
Additions to customer relationship and acquisition costs		—			(12,716	)		(406	)		(3,747	)		—			(16,869	)
Investment in joint ventures		—			—			—			(335	)		—			(335	)
Proceeds from sales of property and equipment and other, net		—			313			41			3,790			—			4,144
Cash Flows from Investing Activities—Continuing Operations		1,320,858			(100,299	)		(8,237	)		(127,429	)		(1,321,228	)		(236,335	)
Cash Flows from Investing Activities—Discontinued Operations		—			371,611			—			(508	)		—			371,103
Cash Flows from Investing Activities		1,320,858			271,312			(8,237	)		(127,937	)		(1,321,228	)		134,768
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		(396,200	)		(1,447,006	)		(37,679	)		(59,856	)		—			(1,940,741	)
Proceeds from revolving credit and term loan facilities and other debt		—			1,918,500			85,932			53,403			—			2,057,835
Early retirement of senior subordinated notes		(231,255	)		—			—			—			—			(231,255	)
Net proceeds from sales of senior subordinated notes		394,000			—			—			—			—			394,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			531			—			531
Intercompany loans from parent		—			(1,314,038	)		(95,905	)		86,259			1,323,684			—
Equity contribution from parent		—			1,228			—			1,228			(2,456	)		—
Stock repurchases		(548,455	)		—			—			—			—			(548,455	)
Parent cash dividends		(125,739	)		—			—			—			—			(125,739	)
Proceeds from exercise of stock options and employee stock purchase plan		81,887			—			—			—			—			81,887
Excess tax benefits from stock-based compensation		578			—			—			—			—			578
Payment of debt financing costs		(566	)		(8,294	)		—			—			—			(8,860	)
Cash Flows from Financing Activities—Continuing Operations		(825,750	)		(849,610	)		(47,652	)		81,565			1,321,228			(320,219	)
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(415	)		—			(415	)
Cash Flows from Financing Activities		(825,750	)		(849,610	)		(47,652	)		81,150			1,321,228			(320,634	)
Effect of exchange rates on cash and cash equivalents		—			—			1,516			(4,422	)		—			(2,906	)
Increase (Decrease) in cash and cash equivalents		364,153			(108,824	)		(32,557	)		(586	)		—			222,186
Cash and cash equivalents, beginning of period		13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	378,062		$	12,760		$	5,095		$	84,962		$	—		$	480,879

	Nine Months Ended September 30, 2012
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(139,356	)	$	357,066		$	26,966		$	66,977		$	—		$	311,653
Cash Flows from Operating Activities—Discontinued Operations		—			(8,814	)		—			(2,102	)		—			(10,916	)
Cash Flows from Operating Activities		(139,356	)		348,252			26,966			64,875			—			300,737
Cash Flows from Investing Activities:
Capital expenditures		—			(86,249	)		(9,014	)		(70,199	)		—			(165,462	)
Cash paid for acquisitions, net of cash acquired		—			(9,218	)		—			(97,003	)		—			(106,221	)
Intercompany loans to subsidiaries		(93,883	)		(100,085	)		—			—			193,968			—
Investment in subsidiaries		(36,372	)		(36,372	)		—			—			72,744			—
Investment in restricted cash		(1,502	)		—			—			—			—			(1,502	)
Additions to customer relationship and acquisition costs		—			(9,582	)		(1,566	)		(2,229	)		—			(13,377	)
Investment in joint ventures		(2,330	)		—			—			—			—			(2,330	)
Proceeds from sales of property and equipment and other, net		—			1,905			5			(179	)		—			1,731
Cash Flows from Investing Activities—Continuing Operations		(134,087	)		(239,601	)		(10,575	)		(169,610	)		266,712			(287,161	)
Cash Flows from Investing Activities—Discontinued Operations		—			(1,982	)		—			(4,154	)		—			(6,136	)
Cash Flows from Investing Activities		(134,087	)		(241,583	)		(10,575	)		(173,764	)		266,712			(293,297	)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt		—			(2,735,792	)		(2,235	)		(65,449	)		—			(2,803,476	)
Proceeds from revolving credit and term loan facilities and other debt		—			2,599,000			—			38,534			—			2,637,534
Early retirement of senior subordinated notes		(525,834	)		—			—			—			—			(525,834	)
Net proceeds from sales of senior subordinated notes		985,000			—			—			—			—			985,000
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net		—			—			—			416			—			416
Intercompany loans from parent		—			90,745			(503	)		103,726			(193,968	)		—
Equity contribution from parent		—			36,372			—			36,372			(72,744	)		—
Stock repurchases		(38,052	)		—			—			—			—			(38,052	)
Parent cash dividends		(132,307	)		—			—			—			—			(132,307	)
Proceeds from exercise of stock options and employee stock purchase plan		22,328			—			—			—			—			22,328
Excess tax benefits from stock-based compensation		309			—			—			—			—			309
Payment of debt finacing costs		(1,429	)		(750	)		—			—			—			(2,179	)
Cash Flows from Financing Activities—Continuing Operations		310,015			(10,425	)		(2,738	)		113,599			(266,712	)		143,739
Cash Flows from Financing Activities—Discontinued Operations		—			—			—			(39	)		—			(39	)
Cash Flows from Financing Activities		310,015			(10,425	)		(2,738	)		113,560			(266,712	)		143,700
Effect of exchange rates on cash and cash equivalents		—			—			2,896			702			—			3,598
Increase (Decrease) in cash and cash equivalents		36,572			96,244			16,549			5,373			—			154,738
Cash and cash equivalents, beginning of period		3,428			10,750			68,907			96,760			—			179,845
Cash and cash equivalents, end of period	$	40,000		$	106,994		$	85,456		$	102,133		$	—		$	334,583

XML

Summary of Significant Accounting Policies (Details 8) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Other Expense (Income), Net:
Foreign currency transaction losses (gains), net	$ (1,131)	$ 15,624	$ 8,055	$ 14,381
Debt extinguishment expense (income), net	10,628		10,628	993
Other, net	(1,751)	1,007	(4,175)	(5,080)
Total other expense (income), net	$ 7,746	$ 16,631	$ 14,508	$ 10,294

XML

Discontinued Operations

9 Months Ended

Sep. 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 the 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. Also, an estimated tax benefit of $6,734 and tax provision of $45,571 associated with the gain recorded on the Digital Sale was recorded during the three and nine months ended September 30, 2011, respectively. A gain on sale of discontinued operations in the amount of $177 ($6,911, inclusive of tax benefit) and $245,831 ($200,260, net of tax) was recorded during the three and nine months ended September 30, 2011, respectively, as a result of the Digital Sale.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011(1)			2012
Total Revenues	$	—		$	—		$	79,199		$	—
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(1,554	)	$	(537	)	$	(21,952	)	$	(159	)
Benefit for Income Taxes		(932	)		(1,094	)		(8,462	)		(803	)
(Loss) Income from Discontinued Operations, Net of Tax	$	(622	)	$	557		$	(13,490	)	$	644
Gain on Sale of Discontinued Operations	$	177		$	—		$	245,831		$	—
(Benefit) Provision for Income Taxes		(6,734	)		—			45,571			—
Gain on Sale of Discontinued Operations, Net of Tax	$	6,911		$	—		$	200,260		$	—
Total Income from Discontinued Operations and Sale, Net of Tax	$	6,289		$	557		$	186,770		$	644

(1)

The nine months ended September 30, 2011 includes the Digital Business results of operations through June 2, 2011, the date the Digital Sale was consummated.

        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 $0 and $2,396 for three and nine months ended September 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 $7,606 during the nine months ended September 30, 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 this benefit 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 September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	2,346		$	—		$	6,489		$	—
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations	$	1		$	(88	)	$	(4,947	)	$	(88	)
Provision (Benefit) for Income Taxes		1,836			—			(7,606	)		—
(Loss) Income from Discontinued Operations, Net of Tax	$	(1,835	)	$	(88	)	$	2,659		$	(88	)

Italian Business

        We completed the sale of 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 in Note 8.e. A loss on sale of discontinued operations in the amount of $1,885 was recorded during the nine months ended September 30, 2012 as a result of the sale of the Italian Business. Approximately $383 of cumulative translation adjustment associated with the Italian Business was reclassified from accumulated other comprehensive items, net and reduced the loss on the sale by the same amount. During the three and nine months ended September 30, 2011, we recorded an impairment charge of $17,100 to write down the long-lived assets of the Italian Business to its estimated net realizable value, which is included in loss from discontinued operations. For all periods presented, the financial position, operating results and cash flows of the Italian Business, including the loss on the sale, have been reported as discontinued operations for financial reporting purposes.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2012			2011			2012
Total Revenues	$	3,776		$	—		$	12,397		$	2,138
Loss Before Benefit for Income Taxes of Discontinued Operations	$	(18,792	)	$	(437	)	$	(24,895	)	$	(6,823	)
Benefit for Income Taxes		(1,869	)		—			(2,027	)		(567	)
Loss from Discontinued Operations, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(6,256	)
Loss on Sale of Discontinued Operations	$	—		$	—		$	—		$	(1,885	)
Provision for Income Taxes		—			—			—			—
Loss on Sale of Discontinued Operations, Net of Tax	$	—		$	—		$	—		$	(1,885	)
Total Loss from Discontinued Operations and Sale, Net of Tax	$	(16,923	)	$	(437	)	$	(22,868	)	$	(8,141	)